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<SEC-DOCUMENT>0001045969-01-500905.txt : 20010816
<SEC-HEADER>0001045969-01-500905.hdr.sgml : 20010816
ACCESSION NUMBER:		0001045969-01-500905
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20010815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO & CO/MN
		CENTRAL INDEX KEY:			0000072971
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410449260
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120
		FILM NUMBER:		1716122

	BUSINESS ADDRESS:	
		STREET 1:		420 MONTGOMERY ST
		STREET 2:		SIXTH AND MARQUETTE
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94163
		BUSINESS PHONE:		6126671234

	MAIL ADDRESS:	
		STREET 1:		WELLS FARAGO CENTER
		STREET 2:		SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHWEST BANCORPORATION
		DATE OF NAME CHANGE:	19830516

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORWEST CORP
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL VII
		CENTRAL INDEX KEY:			0001156921
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-01
		FILM NUMBER:		1716123

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL VI
		CENTRAL INDEX KEY:			0001156920
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-02
		FILM NUMBER:		1716124

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL V
		CENTRAL INDEX KEY:			0001156919
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-03
		FILM NUMBER:		1716125

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL IV
		CENTRAL INDEX KEY:			0001156918
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-04
		FILM NUMBER:		1716126

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>ds3a.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-3
<TEXT>
<PAGE>


  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2001


                                                 REGISTRATION NO. 333-67120

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             --------------------

                            AMENDMENT NO. 1 TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------
                             WELLS FARGO & COMPANY
                             WELLS FARGO CAPITAL IV
                             WELLS FARGO CAPITAL V
                             WELLS FARGO CAPITAL VI
                            WELLS FARGO CAPITAL VII
             (Exact name of Registrant as specified in its charter)
                             --------------------
                                    Delaware
                          (State or other jurisdiction
                       of incorporation or organization)
                                   41-0449260
                                  Applied For
                                  Applied For
                                  Applied For
                                  Applied For
                                (I.R.S. Employer
                              Identification No.)
                                                 Wells Fargo Center
                                                   MAC #N9305-173
        420 Montgomery Street                     Sixth & Marquette
   San Francisco, California 94163          Minneapolis, Minnesota 55479
           (800) 411-4932                          (612) 667-2085


  (Address, including zip code, and       (Address, including zip code, and
  telephone number, including area        telephone number, including area
  code, of Wells Fargo & Company's        code, of the principal executive
    principal executive offices)         offices of Wells Fargo Capital IV,
                                         Wells Fargo Capital V, Wells Fargo
                                         Capital VI and Wells Fargo Capital
                                                        VII)

                               Stanley S. Stroup
                  Executive Vice President and General Counsel
                             Wells Fargo & Company
                                 MAC #A0149-072
                               633 Folsom Street
                        San Francisco, California 94107
                                  415-396-6019
                    (Name, address, including zip code, and
          telephone number, including area code, of agent for service)
                             --------------------
                                With a copy to:

   Mary E. Schaffner         Sonia A. Shewchuk           Douglas D. Smith
 Wells Fargo & Company      Faegre & Benson LLP      Gibson, Dunn & Crutcher
     MAC #N9305-173       2200 Wells Fargo Center              LLP
  Wells Fargo Center,     90 South Seventh Street     One Montgomery Street
       17th Floor          Minneapolis, Minnesota      Telesis Tower, 26th
  Sixth and Marquette            55402-3901                   Floor
 Minneapolis, Minnesota                                   San Francisco,
         55479                                           California 94104
                             --------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
<PAGE>

                      CALCULATION OF REGISTRATION FEE (1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            PROPOSED        PROPOSED
                                             MAXIMUM        MAXIMUM
   TITLE OF EACH CLASS OF        AMOUNT     OFFERING       AGGREGATE        AMOUNT OF
SECURITIES TO BE REGISTERED      TO BE      PRICE PER       OFFERING       REGISTRATION
            (2)              REGISTERED (3) UNIT (4)         PRICE             FEE
- ---------------------------------------------------------------------------------------
<S>                          <C>            <C>       <C>                  <C>
Wells Fargo & Company
 Debt Securities (5),
 Preferred Stock,
 Depositary Shares,
 Common Stock, par
 value $1-2/3 per
 share (6), Securities
 Warrants and back-up
 undertakings in
 connection with the
 Preferred Securities
 of Wells Fargo
 Capital IV, Wells
 Fargo Capital V, Wells
 Fargo Capital VI and
 Wells Fargo
 Capital VII (7)             $1,500,000,000           $1,500,000,000(8)(9)   $375,000
Wells Fargo Capital IV
 Preferred Securities
Wells Fargo Capital V
 Preferred Securities
Wells Fargo Capital VI
 Preferred Securities
Wells Fargo Capital VII
 Preferred Securities
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457 solely for the purpose of
    calculating the registration fee.
(2)  Any securities registered hereunder may be sold separately or as units
     with other securities registered hereunder.
(3)  Includes such indeterminate number of shares of Preferred Stock of Wells
     Fargo & Company, but with an aggregate initial offering price not to
     exceed $1,500,000,000, plus such indeterminate number of shares of
     Preferred Stock of Wells Fargo & Company as may be issued upon exercise
     of Securities Warrants of Wells Fargo & Company or in exchange for, or
     upon conversion of, Debt Securities of Wells Fargo & Company or other
     Preferred Stock of Wells Fargo & Company registered hereunder, such
     indeterminate number of Depositary Shares of Wells Fargo & Company as may
     be issued in the event Wells Fargo & Company elects to offer fractional
     interests in shares of Preferred Stock registered hereunder, and such
     indeterminate number of shares of Common Stock of Wells Fargo & Company
     as may be issued upon exercise of Securities Warrants of Wells Fargo &
     Company or in exchange for, or upon conversion of, Debt Securities or
     Preferred Stock of Wells Fargo & Company registered hereunder. Also
     includes such additional principal amount as may be necessary such that,
     if Debt Securities of Wells Fargo & Company are issued with an original
     issue discount, the aggregate initial offering price of all Debt
     Securities will equal $1,500,000,000 less the dollar amount of other
     securities previously issued. Also includes an indeterminate number of
     Preferred Securities, but not to exceed $1,500,000,000, of Wells Fargo
     Capital IV, Wells Fargo Capital V, Wells Fargo Capital VI and Wells Fargo
     Capital VII (the "Trusts") as may be issued at indeterminate prices and
     Junior Subordinated Debt Securities that may be issued by Wells Fargo &
     Company to evidence a loan by a Trust to Wells Fargo & Company of the
     proceeds from the sale of the Preferred Securities of such Trust. Junior
     Subordinated Debt Securities evidencing the loan to Wells Fargo & Company
     may later be distributed to the holders of a Trust's Preferred Securities
     upon dissolution of the Trust.
(4)  Omitted pursuant to General Instruction II.D of Form S-3.
(5)  The Debt Securities to be offered hereunder will consist of one or more
     series of Senior Debt Securities, Subordinated Debt Securities or Junior
     Subordinated Debt Securities, or any thereof, as more fully described
     herein.
(6)  Common Stock will be issued only upon conversion, exchange or exercise of
     Senior Debt Securities, Subordinated Debt Securities, Preferred Stock,
     Depositary Shares or Securities Warrants. Associated with the Common
     Stock are preferred share purchase rights that will not be exercisable or
     evidenced separately from the Common Stock prior to the occurrence of
     certain events.
(7)  Includes the obligations of Wells Fargo & Company under a declaration of
     trust, a preferred securities guarantee issued with respect to Preferred
     Securities issued by a Trust, the Junior Subordinated Debt Securities
     purchased by a Trust, and the Junior Subordinated Indenture, including
     Wells Fargo & Company's agreement to pay all trust obligations other than
     the Common and Preferred Securities.
(8)  No separate consideration will be received for Debt Securities, Common
     Stock, Preferred Stock or Depositary Shares of Wells Fargo & Company that
     are issued upon conversion or exchange of Debt Securities, Preferred
     Shares or Depositary Shares of Wells Fargo & Company or Preferred
     Securities of a Trust.
(9)  In U.S. dollars or the equivalent thereof in one or more foreign
     currencies or composite currencies.

   The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

      This registration statement contains two forms of prospectuses to be used
in connection with offerings of the following securities:

    .     Senior Debt Securities, Subordinated Debt Securities, Preferred
          Stock, Common Stock, including attached preferred share purchase
          rights, Depositary Shares, and Securities Warrants of Wells Fargo
          & Company; and

    .     Preferred Securities of Wells Fargo Capital IV, Wells Fargo
          Capital V, Wells Fargo Capital VI and Wells Fargo Capital VII,
          Junior Subordinated Debt Securities of Wells Fargo & Company and
          guarantees by Wells Fargo & Company of the Preferred Securities of
          Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital
          VI and Wells Fargo Capital VII.

      Each offering of securities made under this registration statement will
be made pursuant to one of these two prospectuses, with the specific terms of
the securities offered thereby set forth in an accompanying prospectus
supplement.
<PAGE>

PROSPECTUS

                             WELLS FARGO & COMPANY

                             420 Montgomery Street
                        San Francisco, California 94163
                                 (800) 411-4932

                                 $1,500,000,000

                                Debt Securities
                                Preferred Stock
                               Depositary Shares
                              Securities Warrants

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

  We may also issue common stock upon conversion, exchange or exercise of any
of the securities listed above. We will provide the specific terms of these
securities in supplements to this prospectus. You should read this prospectus
and the applicable prospectus supplement carefully before you invest.

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

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

  These securities are our unsecured obligations and are not savings accounts,
deposits or other obligations of any of our bank or nonbank subsidiaries and
are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency.

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

                    This prospectus is dated         , 2001.
<PAGE>

                             ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that Wells Fargo and
Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital VI and Wells
Fargo Capital VII, or the trusts, filed with the Securities and Exchange
Commission using a "shelf" registration process. Under this shelf process, we
may sell either separately or in units debt securities, preferred stock,
depositary shares and securities warrants in one or more offerings up to a
total dollar amount of $1,500,000,000. We may also issue common stock upon
conversion, exchange or exercise of any of the securities mentioned above.

      This prospectus provides you with a general description of some of the
securities. Each time we or a trust sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. Such prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."

      The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
us and the securities offered under this prospectus. That registration
statement can be read at the Securities and Exchange Commission, or SEC, web
site or at the SEC offices mentioned under the heading "Where You Can Find More
Information."

                      WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the offices of the
New York Stock Exchange and Chicago Stock Exchange. For further information on
obtaining copies of our public filings at the New York Stock Exchange, you
should call (212) 656-5060, and for further information on obtaining copies of
our public filings at the Chicago Stock Exchange, you should call (312) 663-
2423.

      We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference, and
information that we file subsequently with the SEC will automatically update
this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information incorporated
by reference into this prospectus, you should rely on the information contained
in the document that was filed later. We incorporate by reference the documents
listed below and any filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange

                                       2
<PAGE>

Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that we sell all the securities
offered by this prospectus:

    .  Annual Report on Form 10-K for the year ended December 31, 2000,
       including information specifically incorporated by reference into our
       Form 10-K from our 2000 Annual Report to Stockholders and our
       definitive Proxy Statement for our 2001 Annual Meeting of
       Stockholders;

    .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001
       and June 30, 2001;

    .  Current Reports on Form 8-K filed January 16, 2001, March 1, 2001,
       April 17, 2001, June 7, 2001 and July 17, 2001;

    .  the description of our preferred share purchase rights contained in
       the Registration Statement on Form 8-A dated October 21, 1998; and

    .  the description of our common stock contained in the Current Report
       on Form 8-K filed October 14, 1997.

      You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:

                            Laurel A. Holschuh
                            Corporate Secretary
                            Wells Fargo & Company
                            Wells Fargo Center
                            MAC #N9305-173
                            Sixth and Marquette
                            Minneapolis, Minnesota 55479
                            Phone: (612) 667-8655

      You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we, nor any underwriters or agents, have authorized anyone else to provide you
with different information. We may only use this prospectus to sell securities
if it is accompanied by a prospectus supplement. We are only offering these
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.


                                       3
<PAGE>

                                  THE COMPANY

      Wells Fargo & Company is a diversified financial services company
organized under the laws of the State of Delaware and registered as a financial
holding company and a bank holding company under the Bank Holding Company Act
of 1956, as amended. As a diversified financial services organization, we own
subsidiaries engaged in banking and a variety of related businesses. Our
subsidiaries provide banking, mortgage and consumer finance services through
the Internet and other distribution channels throughout North America,
including all 50 states, and elsewhere internationally.

      We are a separate and distinct legal entity from our banking and other
subsidiaries. Our principal source of funds to pay dividends on our common and
preferred stock and debt service on our debt is dividends from our
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.

      When we refer to "Wells Fargo," "our company," "we," "our" and "us" in
this prospectus under the headings "The Company" and "Ratios of Earnings to
Fixed Charges and to Fixed Charges and Preferred Stock Dividends," we mean
Wells Fargo & Company and its subsidiaries unless the context indicates
otherwise. When such terms are used elsewhere in this prospectus, we refer only
to Wells Fargo & Company unless the context indicates otherwise.


                                       4
<PAGE>

                                USE OF PROCEEDS

      Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the offered securities will be added to our general
funds and will be available for general corporate purposes, including:

    .  investments in or advances to our existing or future subsidiaries;

    .  repayment of obligations that have matured; and

    .  reducing our outstanding commercial paper and other debt.

Until the net proceeds have been used, they will be invested in short-term
securities.



                                       5
<PAGE>

            RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
                                                                   SIX MONTHS
                                                                      ENDED
                                 FISCAL YEAR ENDED DECEMBER 31,     JUNE 30,
                               ---------------------------------- -------------
                                1996   1997   1998   1999   2000   2000   2001
                               ------ ------ ------ ------ ------ ------ ------
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed
 Charges:
Excluding interest on
 deposits..................... 2.97x   3.02   2.51   3.29   2.67   2.83   1.95
Including interest on
 deposits..................... 1.76x   1.79   1.62   2.07   1.82   1.90   1.44
Ratio of Earnings to Fixed
 Charges and
 Preferred Stock Dividends:
Excluding interest on
 deposits..................... 2.77x   2.93   2.45   3.22   2.65   2.80   1.93
Including interest on
 deposits..................... 1.72x   1.77   1.60   2.05   1.81   1.90   1.44
</TABLE>

 .  The ratio of earnings to fixed charges is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
    -----------------------------------------------------------------------
                                (fixed charges)

 .  The ratio of earnings to fixed charges and preferred stock dividends is
   calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
- -------------------------------------------------------------------------------
(fixed charges) + (pretax earnings required to cover preferred stock dividends)

 .  Pretax earnings required to cover preferred stock dividends are calculated
   as follows:

                           preferred stock dividends
                     -------------------------------------
                      1 - (our effective income tax rate)

 .  Fixed charges, excluding interest on deposits, consist of

  .  interest on short-term borrowings and long-term debt,
  .  amortization of debt expense,
  .  capitalized interest, and
  .  one-third of net rental expense, which we believe is representative of
     the interest factor.

 .  Fixed charges, including interest on deposits, consist of all of the items
   listed immediately above plus interest on deposits.

We have included these computations in compliance with SEC regulations.
However, we believe that the fixed charge ratios are not meaningful measures
for our business due to two factors. First, even if our net income did not
change, our ratios would decline if the proportion of our income that is tax-
exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not
change, our ratios would decline if our interest income and interest expense
increased by the same amount due to an increase in the level of interest rates.
Conversely, our ratios would increase if our interest income and interest
expense decreased by the same amount due to a decrease in the level of interest
rates.


                                       6
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

      This section describes the general terms and provisions of our debt
securities, which could be senior debt securities or subordinated debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those debt securities.

      The senior debt securities will be issued under a senior indenture
between us and the senior trustee named in the applicable prospectus supplement
and the subordinated debt securities will be issued under a subordinated
indenture between us and the subordinated trustee named in the applicable
prospectus supplement.

      We have summarized the material terms and provisions of the senior and
subordinated indentures in this section. We have also filed the form of each of
these indentures as exhibits to the registration statement. You should read the
applicable indenture for additional information before you buy any debt
securities. The summary that follows includes references to section numbers of
these indentures so that you can more easily locate these provisions.

GENERAL

      The debt securities will be our direct unsecured obligations. Neither of
the indentures limits the amount of debt securities that we may issue. Both
indentures permit us to issue debt securities from time to time and debt
securities issued under an indenture will be issued as part of a series that
has been established by us under such indenture. (Section 301)

      The senior debt securities will be unsecured and will rank equally with
all of our other Senior Debt, as defined under "--Subordination" below. The
subordinated debt securities will be unsecured and will rank equally with all
of our other subordinated debt and, together with such other subordinated debt,
will be subordinated to all of our existing and future Senior Debt. See "--
Subordination" below.

      The debt securities are our unsecured senior or subordinated debt
securities, as the case may be, but our assets consist primarily of equity in
our subsidiaries. As a result, our ability to make payments on our debt
securities depends on our receipt of dividends, loan payments and other funds
from our subsidiaries. In addition, if any of our subsidiaries becomes
insolvent, the direct creditors of that subsidiary will have a prior claim on
its assets. Our rights and the rights of our creditors, including your rights
as an owner of our debt securities, will be subject to that prior claim, unless
we are also a direct creditor of that subsidiary. This subordination of
creditors of a parent company to prior claims of creditors of its subsidiaries
is commonly referred to as structural subordination.

      A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 301)
These terms will include some or all of the following:

    .  the title and type of the debt securities;

    .  any limit on the total principal amount of the debt securities of
       that series;

    .  the price at which the debt securities will be issued;

    .  the date or dates on which the principal of and any premium on the
       debt securities will be payable;


                                       7
<PAGE>

    .  the maturity date or dates of the debt securities or the method by
       which those dates can be determined;

    .  if the debt securities will bear interest:

      .  the interest rate on the debt securities or the method by which
         the interest rate may be determined;
      .  the date from which interest will accrue;
      .  the record and interest payment dates for the debt securities;
      .  the first interest payment date; and
      .  any circumstances under which we may defer interest payments;

    .  the place or places where:

      .  we can make payments on the debt securities;
      .  the debt securities can be surrendered for registration of
         transfer or exchange; and
      .  notices and demands can be given to us relating to the debt
         securities and under the applicable indenture;

    .  any optional redemption provisions that would permit us or the
       holders of debt securities to elect redemption of the debt securities
       before their final maturity;

    .  any sinking fund provisions that would obligate us to redeem the debt
       securities before their final maturity;

    .  whether the subordinated debt securities will be convertible into
       shares of common stock, shares of preferred stock or depositary
       shares and, if so, the terms and conditions of any such conversion,
       and, if convertible into shares of preferred stock or depositary
       shares, the terms of such preferred stock or depositary shares;

    .  if the debt securities will be issued in bearer form, the terms and
       provisions contained in the bearer securities and in the applicable
       indenture specifically relating to the bearer securities;

    .  the currency or currencies in which the debt securities will be
       denominated and payable, if other than U.S. dollars and, if a
       composite currency, any special provisions relating thereto;

    .  any circumstances under which the debt securities may be paid in a
       currency other than the currency in which the debt securities are
       denominated and any provisions relating thereto;

    .  whether the provisions described below under the heading "--
       Defeasance" apply to the debt securities;

    .  any events of default which will apply to the debt securities in
       addition to those contained in the applicable indenture;

    .  any additions or changes to the covenants contained in the applicable
       indenture and the ability, if any, of the holders to waive our
       compliance with those additional or changed covenants;


                                       8
<PAGE>

    .  whether all or part of the debt securities will be issued in whole or
       in part as temporary or permanent global securities and, if so, the
       depositary for those global securities and a description of any book-
       entry procedures relating to the global securities--a "global
       security" is a debt security that we issue in accordance with the
       applicable indenture to represent all or part of a series of debt
       securities;

    .  if we issue temporary global securities, any special provisions
       dealing with the payment of interest and any terms relating to the
       ability to exchange interests in a temporary global security for
       interests in a permanent global security or for definitive debt
       securities;

    .  the identity of the security registrar and paying agent for the debt
       securities if other than the applicable trustee;

    .  any special tax implications of the debt securities;

    .  any special provisions relating to the payment of any additional
       amounts on the debt securities;

    .  the terms of any securities being offered together with or separately
       from the debt securities; and

    .  any other terms of the debt securities.

When we use the term "holder" in this prospectus with respect to a registered
debt security, we mean the person in whose name such debt security is
registered in the security register. (Section 101)

PAYMENT; EXCHANGE; TRANSFER

      We will designate a place of payment where holders can receive payment
of the principal of and any premium and interest on the debt securities. Even
though we will designate a place of payment, we may elect to pay any interest
on the debt securities by mailing a check to the person listed as the owner of
the debt securities in the security register or by wire transfer to an account
designated by that person in writing not less than ten days before the date of
the interest payment. Unless we state otherwise in the applicable prospectus
supplement, we will pay interest on a debt security:

    .  on an interest payment date, to the person in whose name that debt
       security is registered at the close of business on the record date
       relating to that interest payment date; and

    .  on the date of maturity or earlier redemption or repayment, to the
       person who surrenders the debt security at the office of our
       appointed paying agent. (Sections 307, 1002)

      Any money that we pay to a paying agent for the purpose of making
payments on the debt securities and that remain unclaimed two years after the
payments were due will, at our request, be returned to us and after that time
any holder of a debt security can only look to us for the payments on the debt
security. (Section 1003)

      Any debt securities of a series can be exchanged for other debt
securities of that series so long as the other debt securities are denominated
in authorized denominations and have the same aggregate principal amount and
same terms as the debt securities that were surrendered for exchange. The debt
securities may be presented for registration of transfer, duly endorsed or
accompanied by a

                                       9
<PAGE>

satisfactory written instrument of transfer, at the office or agency maintained
by us for that purpose in a place of payment. There will be no service charge
for any registration of transfer or exchange of the debt securities, but we may
require holders to pay any tax or other governmental charge payable in
connection with a transfer or exchange of the debt securities. (Sections 305,
1002) If the applicable prospectus supplement refers to any office or agency,
in addition to the security registrar, initially designated by us where holders
can surrender the debt securities for registration of transfer or exchange, we
may at any time rescind the designation of any such office or agency or approve
a change in the location. However, we will be required to maintain an office or
agency in each place of payment for that series. (Section 1002)

DENOMINATIONS

      Unless we state otherwise in the applicable prospectus supplement, the
debt securities will be issued only in registered form, without coupons, in
denominations of $1,000 each or multiples of $1,000.

BEARER DEBT SECURITIES

      If we ever issue bearer debt securities, the applicable prospectus
supplement will describe all of the special terms and provisions of debt
securities in bearer form, and the extent to which those special terms and
provisions are different from the terms and provisions which are described in
this prospectus, which generally apply to debt securities in registered form,
and will summarize provisions of the applicable indenture that relate
specifically to bearer debt securities.

ORIGINAL ISSUE DISCOUNT

      Debt securities may be issued under the indentures as original issue
discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an original issue discount security,
that means that an amount less than the principal amount of the debt security
will be due and payable upon a declaration of acceleration of the maturity of
the debt security under the applicable indenture. (Section 101) The applicable
prospectus supplement will describe the federal income tax consequences and
other special factors you should consider before purchasing any original issue
discount securities.

COVENANTS CONTAINED IN INDENTURES

      Except as otherwise set forth in the next sentence, the senior indenture:

    .  prohibits us and our subsidiaries from selling, pledging, assigning
       or otherwise disposing of shares of capital stock, or securities
       convertible into capital stock, of any Principal Subsidiary Bank or
       of any subsidiary owning, directly or indirectly, any capital stock
       of a Principal Subsidiary Bank; and

    .  prohibits any Principal Subsidiary Bank from issuing any shares of
       its capital stock or securities convertible into its capital stock.

This restriction does not apply to:

    .  sales, pledges, assignments or other dispositions or issuances of
       directors' qualifying shares;


                                       10
<PAGE>

    .  sales, pledges, assignments or other dispositions or issuances, so
       long as, after giving effect to the disposition and to the issuance
       of any shares issuable upon conversion or exchange of securities
       convertible or exchangeable into capital stock, we would own directly
       or through one or more of our subsidiaries not less than 80% of the
       shares of each class of capital stock of the applicable Principal
       Subsidiary Bank;

    .  sales, pledges, assignments or other dispositions or issuances made
       in compliance with an order or direction of a court or regulatory
       authority of competent jurisdiction; or

    .  sales of capital stock by any Principal Subsidiary Bank to its
       stockholders so long as before the sale we own directly or indirectly
       shares of the same class and the sale does not reduce the percentage
       of the shares of that class of capital stock owned by us. (Section
       1005 of the senior indenture)

      When we use the term "subsidiary" in this section, we mean any
corporation of which we own more than 50% of the outstanding shares of voting
stock, except for directors' qualifying shares, directly or through one or more
of our other subsidiaries. Voting stock is stock that is entitled in the
ordinary course to vote for the election of a majority of the directors of a
corporation and does not include stock that is entitled to so vote only as a
result of the happening of certain events.

      When we use the term "Principal Subsidiary Bank" above, we mean any
commercial bank or trust company organized in the United States under Federal
or state law of which we own at least a majority of the shares of voting stock
directly or through one or more of our subsidiaries if such commercial bank or
trust company has total assets, as set forth in its most recent statement of
condition, equal to more than 10% of our total consolidated assets, as set
forth in our most recent financial statements filed with the SEC under the
Exchange Act. (Section 101 of the senior indenture) As of the date hereof, our
Principal Subsidiary Banks are Wells Fargo Bank Minnesota, National
Association, and Wells Fargo Bank, National Association.

      The subordinated indenture does not contain the restriction described
above.

      Neither of the indentures contains restrictions on our ability to:

    .  incur, assume or become liable for any type of debt or other
       obligation;

    .  create liens on our property for any purpose; or

    .  pay dividends or make distributions on our capital stock or
       repurchase or redeem our capital stock.

The indentures do not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. In addition, the indentures do not
contain any provisions which would require us to repurchase or redeem or modify
the terms of any of the debt securities upon a change of control or other event
involving us which may adversely affect the creditworthiness of the debt
securities.

CONSOLIDATION, MERGER OR SALE

      Each of the indentures generally permits a consolidation or merger
between us and another entity. They also permit the sale or transfer by us of
all or substantially all of our property and assets. These transactions are
permitted if:

    .  the resulting or acquiring entity, if other than us, is organized and
       existing under the laws of a domestic jurisdiction and assumes all of
       our responsibilities and liabilities

                                       11
<PAGE>

       under the applicable indenture, including the payment of all amounts
       due on the debt securities and performance of the covenants in the
       applicable indenture; and

    .  immediately after the transaction, and giving effect to the
       transaction, no event of default under the applicable indenture
       exists. (Section 801)

      If we consolidate or merge with or into any other entity or sell or lease
all or substantially all of our assets according to the terms and conditions of
the indentures, the resulting or acquiring entity will be substituted for us in
the indentures with the same effect as if it had been an original party to the
indentures. As a result, such successor entity may exercise our rights and
powers under the indentures, in our name and, except in the case of a lease of
all or substantially all of our properties, we will be released from all our
liabilities and obligations under the indentures and under the debt securities.
(Section 802)

MODIFICATION AND WAIVER

      Under each of the indentures, certain of our rights and obligations and
certain of the rights of holders of the debt securities may be modified or
amended with the consent of the holders of at least a majority of the aggregate
principal amount of the outstanding debt securities of all series of debt
securities affected by the modification or amendment, acting as one class.
However, the following modifications and amendments will not be effective
against any holder without its consent:

    .  a change in the stated maturity date of any payment of principal or
       interest;

    .  a reduction in payments due on the debt securities;

    .  a change in the place of payment or currency in which any payment on
       the debt securities is payable;

    .  a limitation of a holder's right to sue us for the enforcement of
       payments due on the debt securities;

    .  a reduction in the percentage of outstanding debt securities required
       to consent to a modification or amendment of the applicable indenture
       or required to consent to a waiver of compliance with certain
       provisions of the applicable indenture or certain defaults under the
       applicable indenture;

    .  a reduction in the requirements contained in the applicable indenture
       for quorum or voting;

    .  a limitation of a holder's right, if any, to repayment of debt
       securities at the holder's option;

    .  in the case of subordinated debt securities convertible into common
       stock, a limitation of any right to convert the subordinated debt
       securities; and

    .  a modification of any of the foregoing requirements contained in the
       applicable indenture. (Section 902)

      Under each of the indentures, the holders of at least a majority of the
aggregate principal amount of the outstanding debt securities of all series of
debt securities affected by a particular covenant or condition, acting as one
class, may, on behalf of all holders of such series of debt

                                       12
<PAGE>

securities, waive compliance by us with any covenant or condition contained in
the applicable indenture unless we specify that such covenant or condition
cannot be so waived at the time we establish the series. The senior indenture
provides that compliance with the covenant relating to Principal Subsidiary
Banks described above under "--Covenants Contained in Indentures" can be waived
in this manner. (Section 1008 of the senior indenture, Section 1005 of the
subordinated indenture)

      In addition, under each of the indentures, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series of
debt securities may, on behalf of all holders of that series, waive any past
default under the applicable indenture, except:

    .  a default in the payment of the principal of or any premium or
       interest on any debt securities of that series; or

    .  a default under any provision of the applicable indenture which
       itself cannot be modified or amended without the consent of the
       holders of each outstanding debt security of that series. (Section
       513)

EVENTS OF DEFAULT

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the senior indenture with respect to any
series of senior debt securities, means any of the following:

    .  failure to pay interest on any senior debt security of that series
       for 30 days after the payment is due;

    .  failure to pay the principal of or any premium on any senior debt
       security of that series when due;

    .  failure to deposit any sinking fund payment on senior debt securities
       of that series when due;

    .  failure to perform any of the covenants regarding capital stock of
       Principal Subsidiary Banks described above under "--Covenants
       Contained in Indentures";

    .  failure to perform any other covenant in the senior indenture that
       applies to senior debt securities of that series for 90 days after we
       have received written notice of the failure to perform in the manner
       specified in the senior indenture;

    .  certain events in bankruptcy, insolvency or reorganization; or

    .  any other event of default that may be specified for the senior debt
       securities of that series when that series is created. (Section 501
       of the senior indenture)

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the subordinated indenture with respect to any
series of subordinated debt securities, means any of the following:

    .  certain events in bankruptcy, insolvency or reorganization; or

    .  any other event of default that may be specified for the subordinated
       debt securities of that series when that series is created. (Section
       501 of the subordinated indenture)

      If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the series

                                       13
<PAGE>

may declare the entire principal of all the debt securities of that series to
be due and payable immediately. If such a declaration occurs, the holders of a
majority of the aggregate principal amount of the outstanding debt securities
of that series can, subject to conditions, rescind the declaration. (Sections
502, 513) Unless we state otherwise in the applicable prospectus supplement,
the holders of subordinated debt securities will not have the right to
accelerate the payment of principal of the subordinated debt securities as a
result of our failure to perform any covenant or agreement contained in the
subordinated debt securities or the subordinated indenture.

      The prospectus supplement relating to a series of debt securities which
are original issue discount securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal
amount of the series when an event of default occurs and continues.

      Each of the indentures requires us to file an officers' certificate with
the applicable trustee each year that states, to the knowledge of the
certifying officer, whether or not any defaults exist under the terms of the
applicable indenture. (Section 1007 of the senior indenture, Section 1004 of
the subordinated indenture). The trustee may withhold notice to the holders of
debt securities of any default, except defaults in the payment of principal,
premium, interest or any sinking fund installment, if it considers the
withholding of notice to be in the best interests of the holders. For purposes
of this paragraph, "default" means any event which is, or after notice or lapse
of time or both would become, an event of default under the applicable
indenture with respect to the debt securities of the applicable series.
(Section 602)

      Other than its duties in the case of a default, a trustee is not
obligated to exercise any of its rights or powers under the applicable
indenture at the request, order or direction of any holders, unless the holders
offer that trustee reasonable indemnification. (Sections 601, 603) If
reasonable indemnification is provided, then, subject to other rights of the
trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that
series, direct the time, method and place of:

    .  conducting any proceeding for any remedy available to the trustee; or

    .  exercising any trust or power conferred upon the trustee. (Sections
       512, 603)

      The holder of a debt security of any series will have the right to begin
any proceeding with respect to the applicable indenture or for any remedy only
if:

    .  the holder has previously given the trustee written notice of a
       continuing event of default with respect to that series;

    .  the holders of at least 25% in aggregate principal amount of the
       outstanding debt securities of that series have made a written
       request of, and offered reasonable indemnification to, the trustee to
       begin such proceeding;

    .  the trustee has not started such proceeding within 60 days after
       receiving the request; and

    .  the trustee has not received directions inconsistent with such
       request from the holders of a majority in aggregate principal amount
       of the outstanding debt securities of that series during those 60
       days. (Section 507)

However, the holder of any senior debt security will have an absolute right to
receive payment of principal of and any premium and interest on the senior debt
security when due and to institute suit to enforce this payment, and the holder
of any subordinated debt security will have, subject to the

                                       14
<PAGE>

subordination provisions discussed below under "--Subordination," the absolute
right to receive payment of principal of and any premium and interest on the
subordinated debt security when due in accordance with the subordinated
indenture and to institute suit to enforce the payment. (Section 508)

DEFEASANCE

      DEFEASANCE AND DISCHARGE. At the time that we establish a series of debt
securities under the applicable indenture, we can provide that the debt
securities of that series are subject to the defeasance and discharge
provisions of that indenture. If we so provide, we will be discharged from our
obligations on the debt securities of that series if:

    .  we deposit with the applicable trustee, in trust, sufficient money
       or, if the debt securities of that series are denominated and payable
       in U.S. dollars only, Eligible Instruments, to pay the principal, any
       interest, any premium and any other sums due on the debt securities
       of that series, such as sinking fund payments, on the dates the
       payments are due under the applicable indenture and the terms of the
       debt securities;

    .  we deliver to the applicable trustee an opinion of counsel that
       states that the holders of the debt securities of that series will
       not recognize income, gain or loss for federal income tax purposes as
       a result of the deposit and will be subject to federal income tax on
       the same amounts and in the same manner and at the same times as
       would have been the case if no deposit had been made; and

    .  if the debt securities of that series are listed on any domestic or
       foreign securities exchange, the debt securities will not be delisted
       as a result of the deposit. (Section 403)

      When we use the term "Eligible Instruments" in this section, we mean
monetary assets, money market instruments and securities that are payable in
dollars only and essentially risk free as to collection of principal and
interest, including:

    .  direct obligations of the United States backed by the full faith and
       credit of the United States; or

    .  any obligation of a person controlled or supervised by and acting as
       an agency or instrumentality of the United States if the timely
       payment of the obligation is unconditionally guaranteed as a full
       faith and credit obligation by the United States. (Section 101)

      In the event that we deposit money and/or Eligible Instruments in trust
and discharge our obligations under a series of debt securities as described
above, then:

    .  the applicable indenture, including, in the case of subordinated debt
       securities, the subordination provisions contained in the
       subordinated indenture, will no longer apply to the debt securities
       of that series; however, certain obligations to compensate, reimburse
       and indemnify the trustee, to register the transfer and exchange of
       debt securities, to replace lost, stolen or mutilated debt
       securities, to maintain paying agencies and the trust funds and to
       pay additional amounts, if any, required as a result of U.S.
       withholding taxes imposed on payments to non-U.S. persons will
       continue to apply; and

    .  holders of debt securities of that series can only look to the trust
       fund for payment of principal, any premium and any interest on the
       debt securities of that series. (Section 403)


                                       15
<PAGE>

      DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. At the
time that we establish a series of debt securities under the applicable
indenture, we can provide that the debt securities of that series are subject
to the covenant defeasance provisions of that indenture. If we so provide and
we make the deposit and deliver the opinion of counsel described above in this
section under the heading "--Defeasance and Discharge" we will not have to
comply with the following restrictive covenants contained in the applicable
indenture:

    .  Restrictions Upon Sale or Issuance of Capital Stock of Certain
       Subsidiary Banks (Section 1005 of the senior indenture) discussed
       above under "--Covenants Contained in Indentures"; and

    .  any other covenant we designate when we establish the series of debt
       securities.

In the event of a covenant defeasance, our obligations under the applicable
indenture and the debt securities, other than with respect to the covenants
specifically referred to above, will remain in effect. (Section 1501 of the
senior indenture, Section 1701 of the subordinated indenture)

      If we exercise our option not to comply with the covenants listed above
and the debt securities of the series become immediately due and payable
because an event of default has occurred, other than as a result of an event of
default specifically referred to above, the amount of money and/or Eligible
Instruments on deposit with the applicable trustee will be sufficient to pay
the principal, any interest, any premium and any other sums, due on the debt
securities of that series, such as sinking fund payments, on the date the
payments are due under the applicable indenture and the terms of the debt
securities, but may not be sufficient to pay amounts due at the time of
acceleration. However, we would remain liable for the balance of the payments.
(Section 1501 of the senior indenture, Section 1701 of the subordinated
indenture)

SUBORDINATION

      The subordinated debt securities will be subordinate to all of our
existing and future Senior Debt, as defined below. Our Senior Debt includes the
senior debt securities and means

    .  any of our indebtedness for borrowed or purchased money, whether or
       not evidenced by bonds, debentures, notes or other written
       instruments,

    .  our obligations under letters of credit,

    .  any of our indebtedness or other obligations with respect to
       commodity contracts, interest rate and currency swap agreements, cap,
       floor and collar agreements, currency spot and forward contracts, and
       other similar agreements or arrangements designed to protect against
       fluctuations in currency exchange or interest rates, and

    .  any guarantees, endorsements (other than by endorsement of negotiable
       instruments for collection in the ordinary course of business) or
       other similar contingent obligations in respect of obligations of
       others of a type described above, whether or not such obligation is
       classified as a liability on a balance sheet prepared in accordance
       with generally accepted accounting principles,

whether outstanding on the date of execution of the subordinated indenture or
thereafter incurred, other than obligations expressly on a parity with or
junior to the subordinated debt securities.


                                       16
<PAGE>

      If certain events in bankruptcy, insolvency or reorganization occur, we
will first pay all Senior Debt, including any interest accrued after the events
occur, in full before we make any payment or distribution, whether in cash,
securities or other property, on account of the principal of or interest on the
subordinated debt securities. In such an event, we will pay or deliver directly
to the holders of Senior Debt any payment or distribution otherwise payable or
deliverable to holders of the subordinated debt securities. We will make the
payments to the holders of Senior Debt according to priorities existing among
those holders until we have paid all Senior Debt, including accrued interest,
in full. Notwithstanding the subordination provisions discussed in this
paragraph, we may make payments or distributions on the subordinated debt
securities so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan or reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of the subordinated debt
       securities. (Section 1801 of the subordinated indenture)

      If such events in bankruptcy, insolvency or reorganization occur, after
we have paid in full all amounts owed on Senior Debt:

    .  the holders of subordinated debt securities,

    .  together with the holders of any of our other obligations ranking
       equal with those subordinated debt securities,

will be entitled to receive from our remaining assets any principal, premium or
interest due at that time on the subordinated debt securities and such other
obligations before we make any payment or other distribution on account of any
of our capital stock or obligations ranking junior to those subordinated debt
securities.

      If we violate the subordinated indenture by making a payment or
distribution to holders of the subordinated debt securities before we have paid
all the Senior Debt in full, then such holders of the subordinated debt
securities will be deemed to have received the payments or distributions in
trust for the benefit of, and will have to pay or transfer the payments or
distributions to, the holders of the Senior Debt outstanding at the time. The
payment or transfer to the holders of the Senior Debt will be made according to
the priorities existing among those holders. Notwithstanding the subordination
provisions discussed in this paragraph, holders of subordinated debt securities
will not be required to pay, or transfer payments or distributions to, holders
of Senior Debt so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan of reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of those subordinated debt
       securities. (Section 1801 of the subordinated indenture)

      Because of the subordination, if we become insolvent, holders of Senior
Debt may receive more, ratably, and holders of the subordinated debt securities
having a claim pursuant to those securities may receive less, ratably, than our
other creditors. This type of subordination will not

                                       17
<PAGE>

prevent an event of default from occurring under the subordinated indenture in
connection with the subordinated debt securities.

      We may modify or amend the subordinated indenture as provided under "--
Modification and Waiver" above. However, the modification or amendment may not,
without the consent of the holders of all Senior Debt outstanding, modify any
of the provisions of the applicable indenture relating to the subordination of
the subordinated debt securities in a manner that would adversely affect the
holders of Senior Debt. (Section 902 of the subordinated indenture)

CONVERSION AND EXCHANGE

      If any offered debt securities are convertible into preferred stock,
depositary shares or common stock at the option of the holders or exchangeable
for preferred stock, depositary shares or common stock at our option, the
prospectus supplement relating to those debt securities will include the terms
and conditions governing any conversions and exchanges.

                         DESCRIPTION OF PREFERRED STOCK

      This section describes the general terms and provisions of our preferred
stock and preference stock that may be offered by this prospectus. Unless we
specifically note otherwise, we will generally refer to our preferred stock and
preference stock collectively in this prospectus as preferred stock. The
prospectus supplement will describe the specific terms of the series of the
preferred stock offered through that prospectus supplement and any general
terms outlined in this section that will not apply to that series of preferred
stock.

      We have summarized the material terms and provisions of the preferred
stock in this section. We have also filed our restated certificate of
incorporation, as amended, and the form of certificate of designations of
powers, preferences and rights of preferred stock, which we will refer to as
the "certificate of designation," as exhibits to the registration statement.
You should read our restated certificate of incorporation and the certificate
of designations relating to the applicable series of the preferred stock for
additional information before you buy any preferred stock.

GENERAL

      Pursuant to our restated certificate of incorporation, as amended, our
board of directors has the authority, without further stockholder action, to
issue a maximum of 24,000,000 shares of preferred stock, consisting of a
maximum of 20,000,000 shares of preferred stock and a maximum of 4,000,000
shares of preference stock, including shares issued or reserved for issuance.
As of June 30, 2001 we had 5,680,110 issued and outstanding shares of preferred
stock. As of June 30, 2001, there were no shares of preference stock
outstanding. The board of directors has the authority to determine or fix the
following terms with respect to shares of any series of preferred stock:

    .  the number of shares and designation or title of the shares;

    .  dividend rights;

    .  whether and upon what terms the shares will be redeemable;

    .  the rights of the holders upon our dissolution or upon the
       distribution of our assets;


                                       18
<PAGE>

    .  whether and upon what terms the shares will have a purchase,
       retirement or sinking fund;

    .  whether and upon what terms the shares will be convertible;

    .  the voting rights, if any, which will apply; provided, however, that
       holders of preference stock will not be entitled to more than 1 vote
       per share; and

    .  any other preferences, rights, limitations or restrictions of the
       series.

If we purchase, redeem or convert shares of preferred stock, we will retire
and cancel them and restore them to the status of authorized but unissued
shares of preferred stock or preference stock, as the case may be. Those
shares will not be part of any particular series of preferred stock and may be
reissued by us.

      As described under "Description of Depositary Shares" below, we may
elect to offer depositary shares represented by depositary receipts. If we so
elect, each depositary share will represent a fractional interest, to be
specified in the applicable prospectus supplement, in a share of preferred
stock. If we issue depositary shares representing interests in preferred
stock, those shares of preferred stock will be deposited with a depositary.

      Under regulations of the Federal Reserve Board, our preferred stock is a
voting security at all times for purposes of the Bank Holding Company Act
because the holders of our preferred stock are entitled to vote for the
election of directors if we do not pay preferred stock dividends. Any holder
of more than 25% of a class of our voting securities, or less than 25% if the
holder otherwise exercises a "controlling influence" over us, would be
regulated as a bank holding company under the Bank Holding Company Act. In
addition, an existing bank holding company would need to obtain the Federal
Reserve Board's approval before acquiring 5% or more of any class of our
voting securities. Separately, under the Change in Bank Control Act of 1978,
any "person," including an individual or company other than a bank holding
company, may need to obtain the Federal Reserve Board's approval before
acquiring 10% or more of any class of our voting securities. All series of our
preferred stock are considered a single "class of voting shares" under the
Bank Holding Company Act because they generally vote together on all matters
as described below under "--Voting Rights."

      The preferred stock will have the dividend, liquidation, redemption,
voting and conversion rights described in this section unless the applicable
prospectus supplement provides otherwise. You should read the prospectus
supplement relating to the particular series of the preferred stock it offers
for specific terms, including:

    .  the title, stated value and liquidation preference of the preferred
       stock and the number of shares offered;

    .  the initial public offering price at which we will issue the
       preferred stock;

    .  the dividend rate or rates, or method of calculation of dividends,
       the dividend periods, the dates on which dividends will be payable
       and whether the dividends will be cumulative or noncumulative and, if
       cumulative, the dates from which the dividends will start to
       cumulate;

    .  any redemption or sinking fund provisions;

    .  any conversion provisions;


                                      19
<PAGE>

    .  whether we have elected to offer depositary shares as described under
       "Description of Depositary Shares" below; and

    .  any additional dividend, liquidation, redemption, sinking fund and
       other rights, preferences, privileges, limitations and restrictions.

      When we issue shares of preferred stock, they will be fully paid and
nonassessable. This means you will have paid the full purchase price for your
shares of preferred stock and you will not be assessed any additional amount
for your stock. Unless the applicable prospectus supplement specifies
otherwise:

    .  each series of preferred stock will rank equally in all respects with
       the outstanding shares of preferred stock and each other series of
       preferred stock offered under this prospectus;

    .  each series of preferred stock will rank senior to our series C
       junior participating preferred stock described below under the
       heading "Description of Common Stock--Rights Agreement";

    .  the preferred stock will have no preemptive rights to subscribe for
       any additional securities which we may issue in the future, which
       means that the holders of shares of preferred stock will have no
       right, as holders of shares of preferred stock, to buy any portion of
       those issued securities; and

    .  Wells Fargo Bank Minnesota, N.A. will be the transfer agent and
       registrar for the preferred stock and any depositary shares.

DIVIDENDS

      The holders of the preferred stock of each series will be entitled to
receive cash dividends, if declared by our board of directors or its duly
authorized committee, out of our assets that we can legally use to pay
dividends. The applicable prospectus supplement relating to a particular series
of preferred stock will describe the dividend rates and dates on which
dividends will be payable. The rates may be fixed or variable or both. If the
dividend rate is variable, the applicable prospectus supplement will describe
the formula used to determine the dividend rate for each dividend period. We
will pay dividends to the holders of record as they appear on our stock books
on the record dates fixed by our board of directors or its duly authorized
committee.

      We are incorporated in Delaware, and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.

      The applicable prospectus supplement will also state whether the
dividends on any series of the preferred stock are cumulative or noncumulative.
If our board of directors does not declare a dividend payable on a dividend
payment date on any noncumulative series of preferred stock, then the holders
of that series will not be entitled to receive a dividend for that dividend
period and we will not be obligated to pay the dividend for that dividend
period even if our board declares a dividend on that series payable in the
future.


                                       20
<PAGE>

      Our board will not declare and pay a dividend on any of our stock
ranking, as to dividends, equal with or junior to the preferred stock unless
full dividends on the preferred stock have been declared and paid, or declared
and sufficient money is set aside for payment. Until full dividends are paid,
or declared and payment is set aside, on all preferred stock ranking equal as
to dividends, then:

    .  we will declare any dividends pro rata among the shares of preferred
       stock of each series offered under this prospectus and any other
       series of preferred stock ranking equal to such series of preferred
       stock offered under this prospectus as to dividends, which means that
       the dividends we declare per share on each series of such preferred
       stock will bear the same relationship to each other that the full
       accrued dividends per share on each such series of the preferred
       stock bear to each other;

    .  other than the above-described pro rata dividends, we will not
       declare or pay any dividends or declare or make any distributions
       upon any security ranking junior to or equal with the preferred stock
       offered under this prospectus as to dividends or upon liquidation,
       except dividends or distributions paid for with securities ranking
       junior to the preferred stock as to dividends and upon liquidation;
       and

    .  we will not redeem, purchase or otherwise acquire, or set aside money
       for a sinking fund for, any securities ranking junior to or equal
       with the preferred stock offered under this prospectus as to
       dividends or upon liquidation, except by conversion into or exchange
       for stock junior to the preferred stock as to dividends and upon
       liquidation.

We will not owe any interest, or any money in lieu of interest, on any dividend
payment(s) on any series of the preferred stock which may be past due.

REDEMPTION

      We may redeem all or part of a series of the preferred stock and that
series may be subject to mandatory redemption under a sinking fund or
otherwise, as described in the applicable prospectus supplement. Redeemed
shares of preferred stock will become authorized but unissued shares of
preferred stock or preference stock, as the case may be, that we may issue in
the future.

      If a series of the preferred stock is subject to mandatory redemption,
the applicable prospectus supplement will specify the number of shares that we
will redeem each year and the redemption price. If shares of preferred stock
are redeemed, we will pay all accrued and unpaid dividends on those shares to,
but excluding, the redemption date. The prospectus supplement will also specify
whether the redemption price will be paid in cash or other property. If we are
only permitted to pay the redemption price for a series of preferred stock from
the proceeds of a capital stock issuance, and the proceeds from the issuance
are insufficient or no such issuance has occurred, then the terms of that
series may provide that the preferred stock will automatically and mandatorily
be converted into that capital stock.

      If fewer than all of the outstanding shares of any series of the
preferred stock are to be redeemed, our board of directors will determine the
number of shares to be redeemed. We will redeem the shares pro rata from the
holders of record in proportion to the number of shares held by them, with
adjustments to avoid redemption of fractional shares.

      Even though the terms of a series of preferred stock may permit
redemption of all or a part of the preferred stock, if any dividends, including
accumulated dividends, on that series are past due:

    .  we will not redeem any preferred stock of that series unless we
       simultaneously redeem all outstanding preferred stock of that series;
       and


                                       21
<PAGE>

    .  we will not purchase or otherwise acquire any preferred stock of that
       series.

The prohibition discussed in the prior sentence will not prohibit us from
purchasing or acquiring preferred stock of that series under a purchase or
exchange offer if we make the offer on the same terms to all holders of that
series.

      Unless the applicable prospectus supplement specifies otherwise, we will
give notice of a redemption by mailing a notice to each record holder of the
shares to be redeemed, between 30 to 60 days prior to the date fixed for
redemption, unless we issue depositary shares representing interests in shares
of preferred stock, in which case we will send a notice to the depositary
between 40 to 70 days prior to the date fixed for redemption. We will mail the
notices to the holders' addresses as they appear on our stock records. Each
notice will state:

    .  the redemption date;

    .  the number of shares and the series of the preferred stock to be
       redeemed;

    .  the redemption price;

    .  the place or places where holders can surrender the certificates for
       the preferred stock for payment of the redemption price;

    .  that dividends on the shares to be redeemed will cease to accrue on
       the redemption date; and

    .  the date when the holders' conversion rights, if any, will terminate.

If we redeem fewer than all shares of any series of the preferred stock held by
any holder, we will also specify the number of shares to be redeemed from the
holder in the notice.

      If we have given notice of the redemption and have provided the funds for
the payment of the redemption price, then beginning on the redemption date:

    .  the dividends on the preferred stock called for redemption will no
       longer accrue;

    .  those shares will no longer be considered outstanding; and

    .  the holders will no longer have any rights as stockholders except to
       receive the redemption price.

When the holder properly surrenders the redeemed shares, the redemption price
will be paid out of the funds provided by us. If we redeem fewer than all of
the shares represented by any certificate, we will issue a new certificate
representing the unredeemed shares without cost to the holder.

      If a redemption described above is deemed to be a "tender offer" within
the meaning of Rule 14e-1 under the Exchange Act, we will comply with all
applicable provisions of the Exchange Act.

CONVERSION OR EXCHANGE

      The applicable prospectus supplement relating to a series of convertible
preferred stock will describe the terms on which shares of that series are
convertible into shares of common stock or a different series of preferred
stock or exchangeable for debt securities.


                                       22
<PAGE>

RIGHTS UPON LIQUIDATION

      Unless the applicable prospectus states otherwise, if we voluntarily or
involuntarily liquidate, dissolve or wind up our business, the holders of
shares of each series of the preferred stock offered under this prospectus and
any preferred stock ranking equal to the preferred stock offered under this
prospectus will be entitled to receive:

    .  liquidation distributions in the amount stated in the applicable
       prospectus supplement; and

    .  all accrued and unpaid dividends, whether or not earned or declared.

We will pay these amounts to the holders of shares of each series of the
preferred stock, and all amounts owing on any preferred stock ranking equally
with such series of preferred stock as to distributions upon liquidation, out
of our assets available for distribution to stockholders before any
distribution is made to holders of any securities ranking junior to the series
of preferred stock upon liquidation.

      The sale of all or substantially all of our property and assets, our
merger into or consolidation with any other corporation or the merger of any
other corporation into us will not be considered a dissolution, liquidation or
winding up of our business.

      We will make pro rata distributions to the holders of a series of
preferred stock and any other shares of our stock ranking equal to that series
of preferred stock as to distributions upon dissolution, liquidation or winding
up of our business if

    .  we voluntarily or involuntarily liquidate, dissolve or wind up our
       business, and

    .  we do not have enough assets available for distribution to the
       holders of such series of preferred stock and any other shares of our
       stock ranking equal with such series as to any such distribution to
       pay all amounts to which the holders are entitled.

This means the distributions we pay to the holders of all shares ranking equal
as to distributions upon dissolution, liquidation or winding up of our business
will bear the same relationship to each other that the full distributable
amounts for which those holders are respectively entitled upon dissolution,
liquidation or winding up of our business bear to each other.

      After we pay the full amount of the liquidation distribution to which the
holders of a series of the preferred stock are entitled, those holders will
have no right or claim to any of our remaining assets.

VOTING RIGHTS

      Except as described in this section or in the applicable prospectus
supplement, or except as expressly required by applicable law, the holders of
the preferred stock will not be entitled to vote. If the holders of a series of
preferred stock are entitled to vote and the applicable prospectus supplement
does not state otherwise, then each share of preferred stock will have one
vote; provided, however, that under no circumstances will the holders of
preference stock have more than one vote per share. As more fully described
under "Description of Depositary Shares" below, if we issue depositary shares
representing fractional interests in a share of preferred stock, the holders of
each depositary share will be entitled to a fraction of a vote.


                                       23
<PAGE>

      For any series of preferred stock having one vote per share, the voting
power of the series, on matters on which holders of that series and holders of
any other series of preferred stock are entitled to vote as a single class,
will solely depend on the total number of shares in that series and not the
aggregate liquidation preference or initial offering price.

      If we have not paid dividends on any series of preferred stock offered
under this prospectus for more than 540 days, the holders of that series,
together with the holders of outstanding shares of all other series of
preferred stock ranking equally to that series as to distribution upon
liquidation and having similar voting rights which are then exercisable, will
be entitled to vote for the election of two additional directors at the next
annual meeting of our stockholders. If the holders of a series of preferred
stock are entitled to elect two additional directors, then each share of
preferred stock will have one vote. In such case, the size of our board of
directors will increase by two directors. After we pay the full amount of
dividends to which the holders of the series of preferred stock are entitled,
those holders will no longer have a vote for the election of two additional
directors.

      Unless we receive the consent of the holders of an outstanding series of
preferred stock and the outstanding shares of all other series of preferred
stock which

    .  rank equal with that series either as to dividends or the
       distribution of assets upon liquidation, dissolution or winding up of
       our business, and

    .  have voting rights that are exercisable and that are similar to those
       of that series, we will not:

      .  authorize, create or issue, or increase the authorized or issued
         amount of, any class or series of stock ranking prior to that
         outstanding preferred stock with respect to payment of dividends
         or the distribution of assets upon liquidation, dissolution or
         winding up of our business; or
      .  amend, alter or repeal, whether by merger, consolidation or
         otherwise, the provisions of our restated certificate of
         incorporation, as amended, or of the resolutions contained in a
         certificate of designation creating that series of the preferred
         stock in a way that materially and adversely affects any right,
         preference, privilege or voting power of that outstanding
         preferred stock.

This consent must be given by the holders of at least two-thirds of all
outstanding preferred stock described in the preceding sentence, voting
together as a single class. However, we will not be required to obtain this
consent with respect to any amendment, alteration or repeal affecting the
rights, preferences, privileges or voting powers of preferred stock of the type
described above, if we only:

    .  increase the amount of the authorized preferred stock;

    .  create and issue another series of preferred stock; or

    .  increase the amount of authorized shares of any series of preferred
       stock;

so long as that preferred stock in each case ranks equal with or junior to the
shares of preferred stock offered under this prospectus with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of our business.

      The holders of our ESOP preferred stock, 1995 ESOP preferred stock, 1996
ESOP preferred stock, 1997 ESOP preferred stock, 1998 ESOP preferred stock,
1999 ESOP preferred stock, 2000

                                       24
<PAGE>

ESOP preferred stock, 2001 ESOP preferred stock, series B preferred stock and
series H preferred stock described below under "--Outstanding Preferred Stock"
have voting rights similar to those described in this section.

OUTSTANDING PREFERRED STOCK

      Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock offered by this prospectus will rank equally in all respects
with our outstanding preferred stock. Our common stock, including the common
stock that may be issued upon conversion of preferred stock or in exchange for,
or upon conversion of, debt securities or upon exercise of securities warrants,
will be subject to any prior rights of the preferred stock then outstanding.
Therefore, the rights of the outstanding preferred stock described below and
any preferred stock that may be issued after the date hereof, may limit the
rights of the holders of the common stock. At June 30, 2001, we had
outstanding:

    .  2,620 shares of ESOP cumulative convertible preferred stock, which we
       refer to as our ESOP preferred stock;

    .  8,190 shares of 1995 ESOP cumulative convertible preferred stock,
       which we refer to as our 1995 ESOP preferred stock;

    .  10,041 shares of 1996 ESOP cumulative convertible preferred stock,
       which we refer to as our 1996 ESOP preferred stock;

    .  9,362 shares of 1997 ESOP cumulative convertible preferred stock,
       which we refer to as our 1997 ESOP preferred stock;

    .  7,471 shares of 1998 ESOP cumulative convertible preferred stock,
       which we refer to as our 1998 ESOP preferred stock;

    .  17,832 shares of 1999 ESOP cumulative convertible preferred stock,
       which we refer to as our 1999 ESOP preferred stock;

    .  44,163 shares of 2000 ESOP cumulative convertible preferred stock,
       which we refer to as our 2000 ESOP preferred stock;

    .  112,031 shares of 2001 ESOP cumulative convertible preferred stock,
       which we refer to as our 2001 ESOP preferred stock;

    .  1,468,400 shares of adjustable rate cumulative preferred stock,
       series B, which we refer to as our series B preferred stock; and

    .  4,000,000 shares of fixed/adjustable rate noncumulative preferred
       stock, series H, which we refer to as our series H preferred stock.

      ESOP PREFERRED STOCK. The ESOP preferred stock has a stated value of
$1,000.00 per share. The ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of 9% calculated as a percentage of stated value.
All outstanding shares of ESOP preferred stock are held of record by a trustee
acting on behalf of the Wells Fargo & Company 401(k) Plan, or any successor to
that plan, which we refer to as the Plan in this prospectus. The ESOP preferred
stock is subject to redemption, in whole or in part, at our option, at a price
equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of ESOP preferred stock, as that term
       is used in the certificate of designations for the ESOP preferred
       stock, on the date fixed for redemption.

                                       25
<PAGE>

      The ESOP preferred stock is mandatorily convertible, without any further
action on our part or on the part of the holder, into common stock at the then-
applicable Conversion Price, as defined in the certificate of designations for
the ESOP preferred stock, when:

    .  the ESOP preferred stock is released from the unallocated reserve of
       the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of ESOP preferred stock is entitled, at any time before
the date fixed for redemption, to convert shares of ESOP preferred stock held
by that holder into shares of common stock at the then-applicable Conversion
Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of ESOP preferred stock are entitled to
receive out of our assets available for distribution to stockholders, before
any distribution of assets is made to holders of common stock, $1,000.00 per
share, plus accrued and unpaid dividends.

      Except as required by law, the holders of ESOP preferred stock are not
entitled to vote, except under the limited circumstances described above under
"--Voting Rights". The ESOP preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the ESOP preferred stock.

      1995 ESOP PREFERRED STOCK. The 1995 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1995 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of 10% calculated as a
percentage of stated value. All outstanding shares of 1995 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1995 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1995 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1995 ESOP
       preferred stock, on the date fixed for redemption.

      The 1995 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the then-applicable Conversion Price, as that term is used in the certificate
of designations for our 1995 ESOP preferred stock, when:

    .  the 1995 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when a record ownership of the shares of 1995 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1995 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1995 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

                                       26
<PAGE>

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1995 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1995 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1995 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1995 ESOP preferred stock.

      1996 ESOP PREFERRED STOCK. The 1996 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1996 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $85.00, $90.00 or $95.00
based on the Current Market Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, of one share of common stock as
of a fixed trading date. All outstanding shares of 1996 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1996 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1996 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1996 ESOP
       preferred stock, on the date fixed for redemption.

      The 1996 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, when:

    .  the 1996 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1996 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1996 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1996 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1996 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1996 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1996 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1996 ESOP preferred stock.

      1997 ESOP PREFERRED STOCK. The 1997 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1997 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $95.00, $100.00 or $105.00
based on the Current Market Price, as that term is used in the

                                       27
<PAGE>

certificate of designations for the 1997 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1997 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1997 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1997 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1997 ESOP
       preferred stock, on the date fixed for redemption.

      The 1997 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1997 ESOP preferred stock, when:

    .  the 1997 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1997 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1997 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1997 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1997 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1997 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1997 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1997 ESOP preferred stock.

      1998 ESOP PREFERRED STOCK. The 1998 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1998 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $107.50, $112.50 or
$117.50 based on the Current Market Price, as that term is used in the
certificate of designations for the 1998 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1998 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1998 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1998 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1998 ESOP
       preferred stock, on the date fixed for redemption.

                                       28
<PAGE>

      The 1998 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1998 ESOP preferred stock, when:

    .  the 1998 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1998 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1998 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1998 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1998 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1998 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1998 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1998 ESOP preferred stock.

      1999 ESOP PREFERRED STOCK. The 1999 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1999 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $103.00, $108.00 or
$113.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 1999 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1999 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1999 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1999 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1999 ESOP
       preferred stock, on the date fixed for redemption.

      The 1999 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1999 ESOP preferred stock, when:

    .  the 1999 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1999 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1999 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1999 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

                                       29
<PAGE>

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1999 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1999 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1999 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1999 ESOP preferred stock.

      2000 ESOP PREFERRED STOCK. The 2000 ESOP preferred stock has a stated
value of $1,000.00 per share. The 2000 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $115.00, $120.00 or
$125.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 2000 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 2000 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 2000 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 2000 ESOP preferred stock, as that
       term is used in the certificate of designations for the 2000 ESOP
       preferred stock, on the date fixed for redemption.

      The 2000 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 2000 ESOP preferred stock, when:

    .  the 2000 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 2000 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 2000 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 2000 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 2000 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 2000 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 2000 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 2000 ESOP preferred stock.

      2001 ESOP PREFERRED STOCK. The 2001 ESOP preferred stock has a stated
value of $1,000.00 per share. The 2001 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $105.00, $110.00 or
$115.00 based on the Current Market Price, as that term is used in the

                                       30
<PAGE>

certificate of designations for the 2001 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 2001 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 2001 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 2001 ESOP preferred stock, as that
       term is used in the certificate of designations for the 2001 ESOP
       preferred stock, on the date fixed for redemption.

      The 2001 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 2001 ESOP preferred stock, when:

    .  the 2001 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 2001 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 2001 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 2001 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 2001 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 2001 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 2001 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 2001 ESOP preferred stock.

      SERIES B PREFERRED STOCK. The series B preferred stock provides for
quarterly cumulative dividends. Each quarterly dividend payment equals $50.00
multiplied by the dividend rate for that dividend period, divided by four. The
dividend rate for a given dividend payment is equal to 76% of the highest of:

    .  the three-month Treasury Bill Rate;

    .  the Ten Year Constant Maturity Rate; or

    .  the Twenty Year Constant Maturity Rate, as each term is used in the
       certificate of designations for the series B preferred stock.

      In no event, however, will the dividend rate be less than 5.5% on an
annual basis or greater than 10.5% on an annual basis. The series B preferred
stock is subject to redemption, in whole or in part, at our option, at a per
share price equal to $50.00, plus accrued and unpaid dividends thereon to the
date fixed for redemption.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series B preferred stock are
entitled to receive out of our assets available for

                                       31
<PAGE>

distribution to stockholders, before any distribution of assets is made to the
holders of common stock, a per share amount equal to $50.00, plus accrued and
unpaid dividends to the date of final distribution.

      Except as required by law, the holders of series B preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series B preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series B preferred stock does not have preemptive rights and
is not subject to any sinking fund, and we are not otherwise obligated to
repurchase or redeem the series B preferred stock. Our outstanding shares of
series B preferred stock are listed on the New York Stock Exchange under the
symbol "WFCPRB".

      SERIES H PREFERRED STOCK. The series H preferred stock provides for
quarterly noncumulative dividends. The dividend rate for each quarter through
October 1, 2001 will be based upon an annual rate of 6.59%, and any quarterly
dividend will equal the amount obtained by multiplying $50.00 by the quarterly
dividend rate. The quarterly dividend rate through October 1, 2001 equals
1.6475%, or 6.59% divided by four. After October 1, 2001, the dividend rate for
each quarter will be based upon an annual rate equal to .44% plus the highest
of:

    .  the Treasury Bill Rate;

    .  the Ten Year Constant Maturity Rate; or

    .  the Thirty Year Constant Maturity Rate, as each term is used in the
       certificate of designations for the series H preferred stock.

We may be required to adjust this rate, however, in the case of amendments to
the Internal Revenue Code of 1986. In no event will the annual dividend rate
after October 1, 2001 be less than 7% or greater than 13%. Any quarterly
dividend paid after October 1, 2001 will equal the amount obtained by
multiplying $50.00 by the quarterly dividend rate, or the annual dividend rate
divided by four.

      Except as set forth below, we may not redeem the series H preferred stock
before October 1, 2001. At any time after October 1, 2001, we may redeem the
series H preferred stock, in whole or in part, at our option, at a per share
price equal to $50.00, plus accrued and unpaid dividends to the date fixed for
redemption. Notwithstanding the foregoing, we may redeem all, but not less than
all, of the outstanding shares of series H preferred stock at any time at our
option if the percentage of dividends received deduction as specified in
Section 243(a)(1) of the Internal Revenue Code of 1986 or any successor
provision is equal to or less than 40% and as a result the dividends payable on
the series H preferred stock will be adjusted upward as specified in the
certificate of designations for the series H preferred stock. In this event,
the per share redemption price will initially equal $51.50, plus accrued and
unpaid dividends from the immediately preceding dividend payment date, whether
or not earned or declared, and the redemption price will decrease each twelve-
month period thereafter by $.50 but not below $50.00 plus accrued and unpaid
dividends from the immediately preceding dividend payment date, whether or not
earned or declared.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series H preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to the holders of
common stock, a per share amount equal to $50.00, plus an amount equal to all
dividends, whether or not earned or declared, from the immediately preceding
dividend payment date to the date of final distribution. Holders of series H
preferred stock will not be entitled to receive payment for unpaid dividends
for any periods before the immediately preceding dividend payment date.

                                       32
<PAGE>

      Except as required by law, the holders of series H preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series H preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series H preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the series H preferred stock.

                        DESCRIPTION OF DEPOSITARY SHARES

      This section describes the general terms and provisions of the depositary
shares. The prospectus supplement will describe the specific terms of the
depositary shares offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those depositary shares.

      We have summarized the material terms and provisions of the deposit
agreement, the depositary shares and the depositary receipts in this section.
We have also filed the form of deposit agreement, including the form of
depositary receipt, as an exhibit to the registration statement. You should
read the forms of deposit agreement and depositary receipt relating to a series
of preferred stock for additional information before you buy any depositary
shares that represent preferred stock of that series.

GENERAL

      We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for the issuance by a
depositary to the public of receipts for depositary shares, each of which will
represent a fractional interest in a share of a particular series of preferred
stock.

      The shares of any series of preferred stock underlying the depositary
shares will be deposited under a separate deposit agreement between us and a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50 million, which we refer
to in this prospectus as the depositary. We will name the depositary in the
applicable prospectus supplement. Subject to the terms of the deposit
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying the depositary
share. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.

      The depositary shares will be evidenced by depositary receipts issued
under the deposit agreement. If you purchase fractional interests in shares of
the related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts
although not in final form. The holders of the temporary depositary receipts
will be entitled to the same rights as if they held the depositary receipts in
final form. Holders of the temporary depositary receipts can exchange them for
the final depositary receipts at our expense.

      Unless we specify otherwise in the applicable prospectus supplement, you
will not be entitled to receive the whole shares of preferred stock underlying
the depositary shares.

                                       33
<PAGE>

DIVIDENDS AND OTHER DISTRIBUTIONS

      The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record
holders of depositary shares representing the shares of preferred stock in
proportion to the numbers of depositary shares owned by the holders on the
relevant record date. The depositary will not distribute amounts less than one
cent. The depositary will distribute any balance with the next sum received for
distribution to record holders of depositary shares.

      If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make the distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.

      The deposit agreement will also contain provisions relating to how any
subscription or similar rights offered by us to holders of the preferred stock
will be made available to the holders of depositary shares.

CONVERSION AND EXCHANGE

      If any series of preferred stock underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.

REDEMPTION OF DEPOSITARY SHARES

      If the series of the preferred stock underlying the depositary shares is
subject to redemption, all or a part of the depositary shares will be redeemed
from the redemption proceeds of that series of the preferred stock held by the
depositary. The depositary will mail notice of redemption between 30 to 60 days
prior to the date fixed for redemption to the record holders of the depositary
shares to be redeemed at their addresses appearing in the depositary's records.
The redemption price per depositary share will bear the same relationship to
the redemption price per share of preferred stock that the depositary share
bears to the underlying preferred stock. Whenever we redeem preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock
redeemed. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as
determined by the depositary.

      After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon the redemption. Payments will be made when holders
surrender their depositary receipts to the depositary.

VOTING THE PREFERRED STOCK

      When the depositary receives notice of any meeting at which the holders
of the preferred stock may vote, the depositary will mail information about the
meeting contained in the notice, and any accompanying proxy materials, to the
record holders of the depositary shares relating to the preferred stock. Each
record holder of such depositary shares on the record date, which will be the
same date as the record date for the preferred stock, will be entitled to
instruct the depositary as to how the preferred stock underlying the holder's
depositary shares should be voted.

                                       34
<PAGE>

      The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested by and deemed necessary by
the depositary in order to enable the depositary to vote the preferred stock in
that manner. The depositary will not vote any preferred stock for which it does
not receive specific instructions from the holders of the depositary shares
relating to such preferred stock.

TAXATION

      Owners of depositary shares will be treated for federal income tax
purposes as if they were owners of the preferred stock represented by the
depositary shares. Accordingly, for federal income tax purposes they will have
the income and deductions to which they would be entitled if they were holders
of the preferred stock. In addition:

    .  no gain or loss will be recognized for federal income tax purposes
       upon the withdrawal of preferred stock in exchange for depositary
       shares as provided in the deposit agreement;

    .  the tax basis of each share of preferred stock to an exchanging owner
       of depositary shares will, upon the exchange, be the same as the
       aggregate tax basis of the depositary shares exchanged for such
       preferred stock; and

    .  the holding period for the preferred stock, in the hands of an
       exchanging owner of depositary shares who held the depositary shares
       as a capital asset at the time of the exchange, will include the
       period that the owner held the depositary shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

      The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority
of the depositary shares then-outstanding. A deposit agreement may be
terminated by us or the depositary only if:

    .  all outstanding depositary shares relating to the deposit agreement
       have been redeemed; or

    .  there has been a final distribution on the preferred stock of the
       relevant series in connection with our liquidation, dissolution or
       winding up of our business and the distribution has been distributed
       to the holders of the related depositary shares.

CHARGES OF DEPOSITARY

      We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay
associated charges of the depositary for the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary shares
will pay transfer and other taxes and governmental charges and any other
charges that are stated to be their responsibility in the deposit agreement.

MISCELLANEOUS

      We will forward to the depositary, for distribution to the holders of
depositary shares, all reports and communications that we must furnish to the
holders of the preferred stock.

                                       35
<PAGE>

      Neither the depositary nor we will be liable if the depositary is
prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit agreement. Our obligations and the
depositary's obligations under the deposit agreement will be limited to
performance in good faith of duties set forth in the deposit agreement. Neither
the depositary nor we will be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or preferred stock unless
satisfactory indemnity is furnished to us and/or the depositary. We and the
depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

      The depositary may resign at any time by delivering notice to us. We may
also remove the depositary at any time. Resignations or removals will take
effect when a successor depositary is appointed and it accepts the appointment.
The successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.

                          DESCRIPTION OF COMMON STOCK

      This section describes the general terms and provisions of the shares of
our common stock. The prospectus supplement will describe the specific terms of
the common stock offered through that prospectus supplement in connection with
the conversion, exchange or exercise of debt securities, preferred stock,
depositary shares or securities warrants and any general terms outlined in this
section that will not apply to that common stock.

      We have summarized the material terms and provisions of the common stock
in this section. We have also filed our restated certificate of incorporation,
as amended, our bylaws and the certificate of designation relating to our
series C junior participating preferred stock, referred to in this prospectus
as our series C preferred stock, as exhibits to the registration statement. You
should read our restated certificate of incorporation, as amended, and our
bylaws and the certificate of designation relating to the series C preferred
stock for additional information before you buy any securities which may be
exercised or exchangeable for or converted into common stock.

GENERAL

      SHARES OUTSTANDING. As of June 30, 2001, our authorized common stock was
6,000,000,000 shares. From these authorized shares, we had issued 1,736,381,025
shares, of which 1,713,387,456 shares were outstanding and 22,993,569 shares
were held as treasury shares.

      DIVIDENDS. Holders of common stock may receive dividends when declared by
our board of directors out of our funds that we can legally use to pay
dividends. We may pay dividends in cash, stock or other property. In certain
cases, holders of common stock may not receive dividends until we have
satisfied our obligations to any holders of outstanding preferred stock. Other
restrictions on our ability to pay dividends are described below under "--
Dividend Restrictions" and above under "Description of Preferred Stock--
Outstanding Preferred Stock."

      VOTING RIGHTS. Holders of common stock have the exclusive power to vote
on all matters presented to our stockholders unless Delaware law or the
certificate of designation for an outstanding series of preferred stock gives
the holders of that preferred stock the right to vote on certain matters.

                                       36
<PAGE>

Each holder of common stock is entitled to one vote per share. Holders of
common stock have no cumulative voting rights for the election of directors.
This means a holder of a single share of common stock cannot cast more than one
vote for each position to be filled on our board of directors.

      OTHER RIGHTS. If we voluntarily or involuntarily liquidate, dissolve or
wind up our business, holders of common stock will receive pro rata, according
to shares held by them, any of our remaining assets available for distribution
to stockholders after we have provided for payment of all debts and other
liabilities, including any liquidation preference for outstanding shares of
preferred stock. When we issue securities in the future, holders of common
stock have no preemptive rights. This means the holders of common stock have no
right, as holders of common stock, to buy any portion of those issued
securities. Each share of common stock includes a right to purchase series C
preferred stock if certain conditions occur. The conditions under which a
holder may exercise that purchase right are discussed below under the heading
"--Rights Agreement".

      LISTING. Our outstanding shares of common stock are listed on the New
York Stock Exchange and Chicago Stock Exchange under the symbol "WFC." Wells
Fargo Bank Minnesota, N.A. serves as the transfer agent and registrar for the
common stock.

      FULLY PAID. The outstanding shares of common stock are fully paid and
nonassessable. This means the full purchase price for the outstanding shares of
common stock has been paid and the holders of such shares will not be assessed
any additional amounts for such shares. Any additional common stock that we may
issue in the future upon the conversion or exercise of other securities offered
under this prospectus will also be fully paid and nonassessable.

RESTRICTIONS ON PAYMENT OF DIVIDENDS

      We are incorporated in Delaware and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.

ANTI-TAKEOVER PROVISIONS CONTAINED IN THE CERTIFICATE OF INCORPORATION AND
BYLAWS

      Certain provisions of our restated certificate of incorporation, as
amended, may make it less likely that our management would be changed or
someone would acquire voting control of our company without our board's
consent. These provisions may delay, deter or prevent tender offers or takeover
attempts that stockholders may believe are in their best interests, including
tender offers or attempts that might allow stockholders to receive premiums
over the market price of their common stock.

      PREFERRED STOCK. Our board of directors can at any time, under our
restated certificate of incorporation, as amended, and without stockholder
approval, issue one or more new series of preferred stock. In some cases, the
issuance of preferred stock without stockholder approval could discourage or
make more difficult attempts to take control of our company through a merger,
tender offer, proxy contest or otherwise. Preferred stock with special voting
rights or other features issued to persons favoring our management could stop a
takeover by preventing the person trying to take control of our company from
acquiring enough voting shares necessary to take control.

                                       37
<PAGE>

      NOMINATION PROCEDURES. In addition to our board of directors,
stockholders can nominate candidates for our board of directors. However, a
stockholder must follow the advance notice procedures described in Section 16
of our bylaws. In general, a stockholder must submit a written notice of the
nomination to our corporate secretary at least 30 but not more than 60 days
before a scheduled meeting of our stockholders.

      PROPOSAL PROCEDURES. Stockholders can propose that business other than
nominations to our board of directors be considered at an annual meeting of
stockholders only if a stockholder follows the advance notice procedures
described in our bylaws. In general, a stockholder must submit a written notice
of the proposal and the stockholder's interest in the proposal to our corporate
secretary at least 90 but not more than 120 days before the date set for the
annual meeting of our stockholders.

      AMENDMENT OF BYLAWS. Under our bylaws, our board of directors can adopt,
amend or repeal the bylaws, subject to limitations under the Delaware General
Corporation Law. Our stockholders also have the power to change or repeal our
bylaws.

RIGHTS AGREEMENT

      Each share of our common stock, including those that may be issued upon
the conversion or exercise of other securities offered under this prospectus,
carries with it one preferred share purchase right, referred to in this
prospectus as a "Right." If the Rights become exercisable, each Right entitles
the registered holder to purchase one one-thousandth of a share of the series C
preferred stock, subject to a proportionate decrease in the fractional number
of shares of series C preferred stock that may be purchased if a stock split,
stock dividend or similar transaction occurs with respect to the common stock
and a proportionate increase in the event of a reverse stock split. Until a
Right is exercised, the holder of the Right has no right to vote or receive
dividends or any other rights as a stockholder as a result of holding the
Right. The description and terms of the Rights are described in the Rights
Agreement, dated as of October 21, 1998, between us and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, that has been filed with the SEC as an
exhibit to the registration statement.

      The Rights trade automatically with shares of common stock. A holder of
common stock may exercise the Rights only under the circumstances described
below. The Rights will generally cause substantial dilution to a person or
group that attempts to acquire us on terms not approved by our board of
directors. The Rights should not interfere with any merger or other business
combination that our board of directors approves since we may redeem the Rights
before a person or group acquires 15% or more of the outstanding shares of our
common stock. The Rights may, but are not intended to, deter takeover proposals
that may be in the interests of our stockholders.

      Shares of series C preferred stock will rank junior to all other series
of our preferred stock, including the preferred stock offered under this
prospectus, if our board, in creating such preferred stock, provides that they
will rank senior to our series C preferred stock. If our stockholders purchase
series C preferred stock, we cannot repurchase that stock from stockholders who
do not want to resell it. Subject to the rights of our senior securities, a
holder of the series C preferred stock will be entitled, for each share owned,
to:

    .  a quarterly dividend payment equal to the greater of

      .  $10.00 per share, or
      .  1,000 times the aggregate of all dividends declared per share of
         common stock,

       before any amounts are distributed to holders of common stock or any
       other capital stock ranking junior to the series C preferred stock
       either as to dividends or upon our

                                       38
<PAGE>

       liquidation, dissolution or winding up of our business, so that if
       the dividend is not paid on the series C preferred stock in one or
       more quarters, no dividend may be paid on common stock or such other
       junior capital stock until all previously unpaid dividends on series
       C preferred stock have been paid;

    .  a liquidation payment equal to the greater of

      .  $1,000 per share plus all accrued and unpaid dividends, or
      .  1,000 times the payment made per share of common stock, if we
         liquidate our company,

       before any amounts are distributed to holders of common stock or any
       other capital stock ranking junior to the series C preferred stock
       either as to dividends or upon our liquidation, dissolution or
       winding up of our business;

    .  receive 1,000 times the amount received per share of common stock in
       the event of any merger, consolidation, statutory share exchange or
       other similar transaction; and

    .  1,000 votes per share and will vote together with the common stock
       unless applicable law requires otherwise.

These rights of the series C preferred stock are protected by customary
antidilution provisions which automatically increase dividend, liquidation,
merger and voting rights in proportion to increases in common stock resulting
from stock dividends, stock splits and similar transactions. These rights are
proportionately decreased in the event of decreases in common stock resulting
from reverse stock splits and similar transactions.

      The purchase price for each one one-thousandth of a share of series C
preferred stock is $160. We must adjust the purchase price if certain events
occur, such as:

    .  if we pay stock dividends on the series C preferred stock or split
       the series C preferred stock;

    .  if we declare a reverse stock split on the series C preferred stock;
       or

    .  if we issue any shares of capital stock in a reclassification of the
       series C preferred stock to holders of series C preferred stock.

We are not required to adjust the purchase price, however, until cumulative
adjustments equal or exceed 1% of the purchase price.

      Holders may exercise their Rights only following a distribution date. A
distribution date will occur on the earlier of:

    .  10 days after a public announcement that a person or group acquired
       15% or more of the outstanding shares of common stock; or

    .  10 business days after a person or group makes or announces an offer
       to purchase common stock, which, if successful, would result in the
       acquisition of 15% or more of the outstanding shares of common stock.

      The Rights have additional features that will be triggered upon the
occurrence of specified events, including:

    .  if a person or group acquires 15% or more of the outstanding shares
       of common stock, holders of the Rights, other than such person or
       group whose Rights will have become void, may purchase our common
       stock, instead of our series C preferred stock, at 50% of the market
       value of the purchased common stock;

                                      39
<PAGE>

    .  if a person or group acquires 15% or more of the outstanding shares
       of common stock, our board of directors may, at any time before the
       person or group acquires 50% or more of the outstanding shares of
       common stock, exchange all or part of the Rights, other than Rights
       held or previously held by the 15% or greater stockholder, for common
       stock or equivalent securities at an exchange ratio per Right equal
       to the exercise price of a Right divided by the current per share
       market price of the common stock, subject to adjustment; and

    .  if our company is involved in certain business combinations or the
       sale of 50% or more of our assets or earning power after a person or
       group acquires 15% or more of our outstanding common stock, the
       holders of the Rights, other than such person or group whose Rights
       will have become void, may purchase common stock of the acquiror or
       an affiliated company at 50% of market value.

      Any time before a person or group acquires 15% or more of the outstanding
shares of common stock, our board of directors may redeem all of the Rights at
a price of $.01 per Right, subject to adjustment for stock dividends, stock
splits and similar transactions. Our board of directors in its sole discretion
may establish the effective time, basis and conditions of the redemption.
Immediately upon redemption of the Rights, the holder can no longer exercise
the Rights and can only receive the redemption price described above.

      The Rights will expire on November 23, 2008, unless we redeem or exchange
them before then or extend the expiration date. Our board of directors may
amend the terms of the Rights without the consent of the holders of the Rights
at any time before the distribution date in any manner our board deems
desirable, including reducing certain thresholds described above to the greater
of:

    .  the sum of .001% and the largest percentage of outstanding common
       stock that we know a person or group owns; or

    .  10%.

Our board of directors may amend the terms of the Rights without the consent of
the holders of the Rights after the distribution date only if the amendment
does not adversely affect the interests of the holders of the Rights.

                       DESCRIPTION OF SECURITIES WARRANTS

      This section describes the general terms and provisions of the securities
warrants. The prospectus supplement will describe the specific terms of the
securities warrants offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those securities
warrants.

      We may issue warrants for the purchase of debt securities, preferred
stock, depositary shares or common stock. Securities warrants may be issued
alone or together with debt securities, preferred stock or depositary shares
offered by any prospectus supplement and may be attached to or separate from
those securities. Each series of securities warrants will be issued under a
separate securities warrant agreement between us and a bank or trust company,
as securities warrant agent, which will be described in the applicable
prospectus supplement. The securities warrant agent will act solely as our
agent in connection with the securities warrants and will not act as an agent
or trustee for any holders of securities warrants.

                                       40
<PAGE>

      We have summarized the material terms and provisions of the securities
warrant agreements and securities warrants in this section. We have also filed
the forms of securities warrant agreements and the certificates representing
the securities warrants as exhibits to the registration statement. You should
read the applicable forms of securities warrant agreement and securities
warrant certificate for additional information before you buy any securities
warrants.

GENERAL

      If we offer securities warrants, the applicable prospectus supplement
will describe their terms. If securities warrants for the purchase of debt
securities are offered, the applicable prospectus supplement will describe the
terms of those securities warrants, including the following if applicable:

    .  the offering price;

    .  the currencies in which the securities warrants are being offered;

    .  the designation, aggregate principal amount, currencies,
       denominations and terms of the series of the debt securities that can
       be purchased if a holder exercises the securities warrants;

    .  the designation and terms of any series of debt securities, preferred
       stock or depositary shares with which the securities warrants are
       being offered and the number of securities warrants offered with each
       debt security, share of preferred stock or depositary share;

    .  the date on and after which the holder of the securities warrants can
       transfer them separately from the related series of debt securities,
       preferred stock or depositary shares;

    .  the principal amount of the series of debt securities that can be
       purchased if a holder exercises the securities warrant and the price
       at which and currencies in which the principal amount may be
       purchased upon exercise;

    .  the date on which the right to exercise the securities warrants
       begins and the date on which the right expires;

    .  whether the securities warrants will be in registered or bearer form;

    .  United States federal income tax consequences; and

    .  any other terms of the securities warrants.

Unless we state otherwise in the applicable prospectus supplement, the
securities warrants for the purchase of debt securities will be in registered
form only.

      If securities warrants for the purchase of preferred stock, depositary
shares or common stock are offered, the applicable prospectus supplement will
describe the terms of those securities warrants, including the following where
applicable:

    .  the offering price;

    .  the total number of shares that can be purchased if a holder of the
       securities warrants exercises them and, in the case of securities
       warrants for preferred stock or depositary shares, the designation,
       total number and terms of the series of preferred stock that can be
       purchased upon exercise or that are underlying the depositary shares
       that can be purchased upon exercise;

    .  the designation and terms of the series of debt securities, preferred
       stock or depositary shares with which the securities warrants are
       being offered and the number of securities warrants being offered
       with each debt security, share of preferred stock or depositary
       share;

                                       41
<PAGE>

    .  the date on and after which the holder of the securities warrants can
       transfer them separately from the related series of debt securities,
       preferred stock or depositary shares;

    .  the number of shares of preferred stock, depositary shares or shares
       of common stock that can be purchased if a holder exercises the
       securities warrant and the price at which the preferred stock,
       depositary shares or common stock may be purchased upon each
       exercise;

    .  the date on which the right to exercise the securities warrants
       begins and the date on which the right expires;

    .  United States federal income tax consequences; and

    .  any other terms of the securities warrants.

Securities warrants for the purchase of preferred stock, depositary shares or
common stock will be in registered form only.

      A holder of securities warrant certificates may exchange them for new
certificates of different denominations, present them for registration of
transfer, and exercise them at the corporate trust office of the securities
warrant agent or any other office indicated in the applicable prospectus
supplement.

      Until any securities warrants to purchase debt securities are exercised,
the holder of such securities warrants will not have any of the rights of
holders of the debt securities that can be purchased upon exercise, including
any right to receive payments of principal, premium or interest on the
underlying debt securities or to enforce covenants in the applicable indenture.
Until any securities warrants to purchase preferred stock, depositary shares or
common stock are exercised, holders of such securities warrants will not have
any rights of holders of the underlying preferred stock, depositary shares or
common stock, including any right to receive dividends or to exercise any
voting rights.

EXERCISE OF SECURITIES WARRANTS

      Each holder of a securities warrant is entitled to purchase the principal
amount of debt securities or number of shares of preferred stock, depositary
shares or shares of common stock, as the case may be, at the exercise price
described in the applicable prospectus supplement. After the close of business
on the day when the right to exercise terminates, or a later date if we extend
the time for exercise, unexercised securities warrants will become void.

      A holder of securities warrants may exercise them by following the
general procedure outlined below:

    .  delivering to the securities warrant agent the payment required by
       the applicable prospectus supplement to purchase the underlying
       security;

    .  properly completing and signing the reverse side of the securities
       warrant certificate representing the securities warrants; and

    .  delivering the securities warrant certificate representing the
       securities warrants to the securities warrant agent, or other office
       indicated in the applicable prospectus supplement, within five
       business days of the securities warrant agent receiving payment of
       the exercise price.

                                       42
<PAGE>

      If you comply with the procedures described above, your securities
warrants will be considered to have been exercised when the securities warrant
agent receives payment of the exercise price. After you have completed those
procedures, we will, as soon as practicable, issue and deliver to you the debt
securities, preferred stock, depositary shares or common stock that you
purchased upon exercise. If you exercise fewer than all of the securities
warrants represented by a securities warrant certificate, the securities
warrant agent will issue to you a new securities warrant certificate for the
unexercised amount of securities warrants. Holders of securities warrants will
be required to pay any tax or governmental charge that may be imposed in
connection with transferring the underlying securities in connection with the
exercise of the securities warrants.

AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS

      We may amend or supplement a securities warrant agreement without the
consent of the holders of the applicable securities warrants if the changes are
not inconsistent with the provisions of the securities warrants and do not
materially adversely affect the interests of the holders of the securities
warrants. We, along with the securities warrant agent, may also modify or amend
a securities warrant agreement and the terms of the securities warrants if a
majority of the then- outstanding unexercised securities warrants affected by
the modification or amendment consent. However, no modification or amendment
that accelerates the expiration date, increases the exercise price, reduces the
majority consent requirement for any such modification or amendment, or
otherwise materially adversely affects the rights of the holders of the
securities warrants may be made without the consent of each holder affected by
the modification or amendment.

COMMON STOCK WARRANT ADJUSTMENTS

      Unless the applicable prospectus supplement states otherwise, the
exercise price of, and the number of shares of common stock covered by, a
warrant for common stock will be adjusted in the manner set forth in the
applicable prospectus supplement if certain events occur, including:

    .  if we issue capital stock as a dividend or distribution on the common
       stock;

    .  if we subdivide, reclassify or combine the common stock;

    .  if we issue rights or warrants to all holders of common stock
       entitling them, for a period expiring 45 days after the date fixed
       for determining the stockholders entitled to receive such rights or
       warrants, to purchase common stock at less than the current market
       price, as defined in the warrant agreement for such series of common
       stock warrants; or

    .  if we distribute to all holders of common stock evidences of our
       indebtedness or our assets, excluding certain cash dividends and
       distributions, or if we distribute to all holders of common stock
       rights or warrants, excluding those referred to in the bullet point
       above.

      Except as stated above, the exercise price and number of shares of common
stock covered by a common stock warrant will not be adjusted if we issue common
stock or any securities convertible into or exchangeable for common stock, or
securities carrying the right to purchase common stock or securities
convertible into or exchangeable for common stock.

      Holders of common stock warrants may have additional rights under the
following circumstances:

    .  a reclassification or change of the common stock;

                                       43
<PAGE>

    .  a consolidation or merger involving our company; or

    .  a sale or conveyance to another corporation of all or substantially
       all of our property and assets.

If one of the above transactions occurs and holders of our common stock are
entitled to receive stock, securities, other property or assets, including
cash, with respect to or in exchange for common stock, the holders of the
common stock warrants then outstanding will be entitled to receive upon
exercise of their common stock warrants the kind and amount of shares of stock
and other securities or property that they would have received upon the
reclassification, change, consolidation, merger, sale or conveyance if they had
exercised their common stock warrants immediately before the transaction.

                              PLAN OF DISTRIBUTION

      We may sell the securities offered under this prospectus through agents,
through underwriters or dealers or directly to one or more purchasers. We may
also offer the securities in exchange for our outstanding indebtedness.

      Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933 and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.

      The distribution of the securities offered under this prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.

      We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe in the
applicable prospectus supplement how any auction will be conducted to determine
the price or any other terms of the securities, how potential investors may
participate in the auction and, where applicable, the nature of the
underwriters' obligations with respect to the auction.

      If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will set
forth the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.

      If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by institutions to purchase offered
securities from us under contracts that provide for payment and delivery on a
future date. We must approve all institutions, but they may include, among
others:

    .  commercial and savings banks;

    .  insurance companies;

    .  pension funds;

                                       44
<PAGE>

    .  investment companies; and

    .  educational and charitable institutions.

The institutional purchaser's obligations under the contract are only subject
to the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and our
agents will not be responsible for the validity or performance of the
contracts.

      One or more of our indirectly, wholly-owned subsidiaries, Wells Fargo
Brokerage Services, LLC, Wells Fargo Investments, LLC, Wells Fargo Van Kasper,
LLC or Wells Fargo Institutional Securities, LLC, may help place some of the
securities offered under this prospectus. If this occurs, the placement will
comply with Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. and will be made under an agreement between us and the
applicable subsidiary. This agreement will authorize such subsidiary to contact
its existing customers, which are financial institutions and sophisticated
investors, to inform them that the securities offered by this prospectus can be
purchased from us. Such subsidiary will forward any orders for such securities
to us for acceptance. We will pay such subsidiary a commission at the same rate
as the commissions we pay to the other agents that are offering securities
under the same prospectus supplement.


      We may have agreements with the underwriters, dealers and agents,
including WFBS, to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make as a result
of those certain civil liabilities.

      If we offer bearer debt securities under this prospectus, each
underwriter, dealer and agent that participates in the distribution of any
original issuance of bearer debt securities will agree not to offer, sell or
deliver bearer debt securities to a United States citizen or to any person
within the United States, unless federal law permits otherwise.

      When we issue the securities offered by this prospectus, except for
shares of common stock, they may be new securities without an established
trading market. If we sell a security offered by this prospectus to an
underwriter for public offering and sale, the underwriter may make a market for
that security, but the underwriter will not be obligated to do so and could
discontinue any market making without notice at any time. Therefore, we cannot
give any assurances to you concerning the liquidity of any security offered by
this prospectus.

      Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

                                 LEGAL OPINIONS

      Laurel A. Holschuh, who is our Senior Vice President and Assistant
General Counsel, or another of our lawyers, will issue an opinion about the
legality of the securities offered by this prospectus. Ms. Holschuh owns, or
has the right to acquire, a number of shares of our common stock which
represents less than 0.1% of the total outstanding common stock. Certain legal
matters will be passed upon for any underwriters or agents by Gibson, Dunn &
Crutcher LLP, San Francisco, California. Gibson, Dunn & Crutcher LLP represents
us and certain of our subsidiaries in other legal matters. Our counsel may rely
on Gibson, Dunn & Crutcher LLP as to matters of New York law.

                                       45
<PAGE>

                                    EXPERTS

      The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2000 have been incorporated by
reference in this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on our consolidated financial
statements issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in this prospectus in reliance upon their report and said authority.

                                       46
<PAGE>

PROSPECTUS

                             WELLS FARGO & COMPANY

                      Junior Subordinated Debt Securities

                             420 Montgomery Street
                        San Francisco, California 94163
                                 (800) 411-4932

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

                             WELLS FARGO CAPITAL IV
                             WELLS FARGO CAPITAL V
                             WELLS FARGO CAPITAL VI
                            WELLS FARGO CAPITAL VII

                           Trust Preferred Securities
                           Fully and Unconditionally
                      Guaranteed by Wells Fargo & Company

                               Wells Fargo Center
                                 MAC #N9305-173
                        Sixth Street & Marquette Avenue
                          Minneapolis, Minnesota 55479
                                 (612) 667-2085

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

      We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

      These securities are our unsecured obligations and are not savings
accounts, deposits or other obligations of any bank or nonbank subsidiary of
Wells Fargo & Company. These securities are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any other governmental
agency.

                     This prospectus is dated      , 2001.
<PAGE>

                             ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that Wells Fargo &
Company and Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital
VI and Wells Fargo Capital VII, or the trusts, filed with the Securities and
Exchange Commission using a "shelf" registration process. Under this shelf
process, we may sell, either separately or in units, debt securities, preferred
stock, depositary shares and securities warrants. We may also issue common
stock upon conversion, exchange or exercise of any of the securities mentioned
above. The trusts may sell trust preferred securities representing undivided
beneficial interests in the trusts to the public and common securities to us in
one or more offerings.

      This prospectus provides you with a general description of some of the
securities. Each time we or a trust sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. Such prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."

      The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
us and the trusts and the securities offered under this prospectus. That
registration statement can be read at the Securities and Exchange Commission,
or SEC, web site or at the SEC offices mentioned under the heading "Where You
Can Find More Information."

                      WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the offices of the New York
Stock Exchange and Chicago Stock Exchange. For further information on obtaining
copies of our public filings at the New York Stock Exchange, you should call
(212) 656-5060, and for further information on obtaining copies of our public
filings at the Chicago Stock Exchange, you should call (312) 663-2423.

      We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference, and
information that we file subsequently with the SEC will automatically update
this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information incorporated
by reference into this prospectus, you should rely on the information contained
in the document that was filed later. We incorporate by reference the documents
listed below and any

                                       1
<PAGE>

filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 after the initial filing of the registration
statement that contains this prospectus and prior to the time that we sell all
the securities offered by this prospectus:

    .  Annual Report on Form 10-K for the year ended December 31, 2000,
       including information specifically incorporated by reference into our
       Form 10-K from our 2000 Annual Report to Stockholders and our
       definitive Proxy Statement for our 2001 Annual Meeting of
       Stockholders;

    .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001
       and June 30, 2001;

    .  Current Reports on Form 8-K filed January 16, 2001, March 1, 2001,
       April 17, 2001, June 7, 2001, and July 17, 2001;

    .  the description of Wells Fargo's preferred share purchase rights
       contained in the Registration Statement on Form 8-A dated October 21,
       1998; and

    .  the description of Wells Fargo's common stock contained in the
       Current Report on Form 8-K filed October 14, 1997.

      You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:

                      Laurel A. Holschuh
                      Corporate Secretary
                      Wells Fargo & Company
                      Wells Fargo Center
                      MAC #N9305-173
                      Sixth and Marquette
                      Minneapolis, Minnesota 55479
                      Phone: (612) 667-8655

      You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we nor the trusts, nor any underwriters or agents, have authorized anyone else
to provide you with different information. Wells Fargo and the trusts may only
use this prospectus to sell securities if it is accompanied by a prospectus
supplement. Wells Fargo and the trusts are only offering these securities in
states where the offer is permitted. You should not assume that the information
in this prospectus or the applicable prospectus supplement is accurate as of
any date other than the dates on the front of those documents.

                                       2
<PAGE>

                             WELLS FARGO & COMPANY

      Wells Fargo & Company is a diversified financial services company
organized under the laws of the State of Delaware and registered as a financial
holding company and a bank holding company under the Bank Holding Company Act
of 1956, as amended. As a diversified financial services organization, we own
subsidiaries engaged in banking and a variety of related businesses. Our
subsidiaries provide banking, mortgage and consumer finance services through
the Internet and other distribution channels throughout North America,
including all 50 states, and elsewhere internationally.

      We are a separate and distinct legal entity from our banking and other
subsidiaries. Our principal source of funds to pay dividends on our common and
preferred stock and debt service on our debt is dividends from our
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.

      When we refer to "Wells Fargo," "we," "our" and "us" in this prospectus
under the headings "Wells Fargo & Company" and "Ratios of Earnings to Fixed
Charges and to Fixed Charges and Preferred Stock Dividends," we mean Wells
Fargo & Company and its subsidiaries unless the context indicates otherwise.
When such terms are used elsewhere in this prospectus, we refer only to Wells
Fargo & Company unless the context indicates otherwise.

                                   THE TRUSTS

      Each trust is a statutory business trust formed under Delaware law
pursuant to a declaration of trust and trust agreement, signed by Wells Fargo,
as depositor of the trust, and the property trustee, the Delaware trustee and
the administrative trustees, each as defined below, and the filing of a
certificate of trust with the Delaware Secretary of State. The declaration of
trust and trust agreement of the applicable trust will be amended and restated
in its entirety before the issuance of trust preferred securities by such
trust. We will refer to such declaration of trust and trust agreement, as so
amended and restated, as the "trust agreement." Each trust agreement will be
qualified as an indenture under the Trust Indenture Act of 1939.

      Each trust exists for the exclusive purposes of:

    .  issuing the trust preferred securities and common securities, or the
       trust securities, representing undivided beneficial interests in the
       assets of such trust;

    .  investing the gross proceeds of the trust preferred securities and
       the common securities in junior subordinated debt securities; and

    .  engaging in only those activities convenient, necessary or incidental
       thereto.


      All of the common securities of the trusts will be directly or indirectly
owned by us. The common securities of a trust rank equally with the trust
preferred securities of such trust and a trust will make payment on its trust
securities pro rata, except that upon certain events of default under the
applicable trust agreement relating to payment defaults on the corresponding
junior subordinated debt securities, the rights of the holders of the common
securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the trust preferred securities. We will acquire common securities of
a trust in an aggregate liquidation amount equal to at least three percent of
the total capital of such trust.

      Each trust's business and affairs will be conducted by its trustees, each
appointed by Wells Fargo as depositor of such trust. The trustees will be
Wilmington Trust Company, which is referred


                                       3
<PAGE>


to as the Delaware trustee, two individual trustees, who are referred to as the
administrative trustees and who are employees or officers of or affiliated with
Wells Fargo, and a property trustee, who will be named in the applicable
prospectus supplement. The property trustee will act as sole trustee under each
trust agreement for purposes of compliance with the Trust Indenture Act and
will also act as trustee under the guarantees. See "Description of Guarantees."


      Unless an event of default under the junior subordinated indenture has
occurred and is continuing, the holders of the common securities will be
entitled to appoint, remove or replace the property trustee and/or the Delaware
trustee. The holders of a majority in liquidation amount of trust preferred
securities of such trust will be entitled to appoint, remove or replace the
property trustee and/or the Delaware trustee for cause or if an event of
default under the junior subordinated indenture has occurred and is continuing.
The right to vote to appoint, remove or replace the administrative trustees is
vested exclusively in the holders of the common securities, and in no event
will the holders of trust preferred securities have such right.


      No separate financial statements of the trusts are included in this
prospectus. Wells Fargo and the trusts do not consider that such financial
statements would be material to holders of trust preferred securities because
the trusts are special purpose entities, have no operating histories or
independent operations and are not engaged in and do not propose to engage in
any activity other than holding as trust assets the corresponding junior
subordinated debt securities of Wells Fargo and issuing the trust securities.
Furthermore, taken together, Wells Fargo's obligations under the series of
corresponding junior subordinated debt securities, the junior subordinated
indenture pursuant to which the corresponding junior subordinated debt
securities will be issued, the related trust agreement and the related
guarantee provide, in the aggregate, a full, irrevocable and unconditional
guarantee of payments of distributions and other amounts due on the related
trust preferred securities of each trust. For a more detailed discussion see
"Description of Trust Preferred Securities," "Description of Junior
Subordinated Debt Securities--Correspondence Between Junior Subordinated Debt
Securities and Trust Preferred Securities" and "Description of Guarantees." In
addition, we do not expect that the trusts will be filing reports with the SEC
under the Securities Exchange Act of 1934.


      Unless otherwise specified in the applicable prospectus supplement, each
trust has a term of approximately 50 years, but may be terminated earlier as
provided in the applicable trust agreement.

      Wells Fargo will pay all fees and expenses related to the trusts and the
offering of trust securities.

      The principal executive office of each trust is c/o Wells Fargo &
Company, Wells Fargo Center, MAC #N9305-173, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, telephone number (612) 667-2085.

                            REASON FOR THE OFFERING

      On October 21, 1996, the Board of Governors of the Federal Reserve
System, or the Federal Reserve, announced that it had approved the use of
certain cumulative preferred stock instruments, such as the trust preferred
securities, as Tier 1 capital for purposes of the Federal Reserve's capital
guidelines for bank holding companies. Because Wells Fargo intends to treat the
trust preferred securities as Tier 1 capital and, under current United States
federal tax law, will receive a tax deduction for interest in respect of the
corresponding junior subordinated debt securities, the issuance of the trust
preferred securities is a cost-effective method of raising capital on an after-
tax basis.

                                       4
<PAGE>

                                USE OF PROCEEDS

      Each trust will use the proceeds from the sale of its trust preferred
securities and its common securities to acquire junior subordinated debt
securities from Wells Fargo. Unless the applicable prospectus supplement states
otherwise, the net proceeds from the sale of the junior subordinated debt
securities will be added to our general funds and will be available for general
corporate purposes, including:

    .  investments in or advances to our existing or future subsidiaries;

    .  repayment of obligations that have matured; and

    .  reducing our outstanding commercial paper and other debt.

Until the net proceeds have been used, they will be invested in short-term
securities.


                                       5
<PAGE>

            RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
                                                                        SIX
                                                                      MONTHS
                                               FISCAL YEAR ENDED       ENDED
                                                 DECEMBER 31,        JUNE 30,
                                           ------------------------- ---------
                                           1996  1997 1998 1999 2000 2000 2001
                                           ----- ---- ---- ---- ---- ---- ----
<S>                                        <C>   <C>  <C>  <C>  <C>  <C>  <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits............ 2.97x 3.02 2.51 3.29 2.67 2.83 1.95
Including interest on deposits............ 1.76x 1.79 1.62 2.07 1.82 1.90 1.44
Ratio of Earnings to Fixed Charges and
 Preferred Stock Dividends:
Excluding interest on deposits............ 2.77x 2.93 2.45 3.22 2.65 2.80 1.93
Including interest on deposits............ 1.72x 1.77 1.60 2.05 1.81 1.90 1.44
</TABLE>

    .  The ratio of earnings to fixed charges is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
    -----------------------------------------------------------------------
                                (fixed charges)

    .  The ratio of earnings to fixed charges and preferred stock dividends
       is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
    -----------------------------------------------------------------------
(fixed charges) + (pretax earnings required to cover preferred stock dividends)

    .  Pretax earnings required to cover preferred stock dividends are
       calculated as follows:

                           preferred stock dividends
                     -------------------------------------
                      1 - (our effective income tax rate)

    .  Fixed charges, excluding interest on deposits, consist of

      .  interest on short-term borrowings and long-term debt,

      .  amortization of debt expense,

      .  capitalized interest, and

      .  one-third of net rental expense, which we believe is
         representative of the interest factor.

    .  Fixed charges, including interest on deposits, consist of all of the
       items listed immediately above plus interest on deposits.

We have included these computations in compliance with SEC regulations.
However, we believe that the fixed charge ratios are not meaningful measures
for our business due to two factors. First, even if our net income did not
change, our ratios would decline if the proportion of our income that is tax-
exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not
change, our ratios would decline if our interest income and interest expense
increased by the same amount due to an increase in the level of interest rates.
Conversely, our ratios would increase if our interest income and interest
expense decreased by the same amount due to a decrease in the level of interest
rates.

                                       6
<PAGE>

               DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES

      This section describes the general terms and provisions of our junior
subordinated debt securities. The applicable prospectus supplement will
describe the specific terms of the series of junior subordinated debt
securities, which are sometimes referred to in this prospectus as debt
securities, offered through that prospectus supplement and any general terms
outlined in this section that will not apply to those debt securities. The
junior subordinated debt securities will be issued under a junior subordinated
indenture, which is sometimes referred to in this prospectus as an indenture,
between us and the junior subordinated trustee named in the applicable
prospectus supplement.


      We have summarized the material terms and provisions of the junior
subordinated indenture in this section. We have also filed the form of the
junior subordinated indenture as an exhibit to the registration statement. You
should read the junior subordinated indenture for additional information before
you purchase any trust preferred securities. The summary that follows includes
references to section numbers of the junior subordinated indenture so that you
can more easily locate these provisions.

GENERAL

      The junior subordinated debt securities will be our direct unsecured
obligations. The junior subordinated indenture does not limit the principal
amount of junior subordinated debt securities that we may issue. The junior
subordinated indenture permits us to issue junior subordinated debt securities
from time to time and junior subordinated debt securities issued under such
indenture will be issued as part of a series that has been established by us
under such indenture. (Section 301)

      The junior subordinated debt securities will be unsecured and will rank
equally with all of our other junior subordinated debt and, together with such
other junior subordinated debt, will be subordinated to all of our existing and
future Senior Debt. See "--Subordination" below.

      The junior subordinated debt securities are our unsecured junior
subordinated debt securities, but our assets consist primarily of equity in our
subsidiaries. As a result, our ability to make payments on our junior
subordinated debt securities depends on our receipt of dividends, loan payments
and other funds from our subsidiaries. In addition, if any of our subsidiaries
becomes insolvent, the direct creditors of that subsidiary will have a prior
claim on its assets. Our rights and the rights of our creditors will be subject
to that prior claim, unless we are also a direct creditor of that subsidiary.
This subordination of creditors of a parent company to prior claims of
creditors of its subsidiaries is commonly referred to as structural
subordination.

      A prospectus supplement relating to a series of junior subordinated debt
securities being offered will include specific terms relating to the offering.
(Section 301) These terms will include some or all of the following:

    .  the title and type of the debt securities;

    .  any limit on the total principal amount of the debt securities of
       that series;

    .  the price at which the debt securities will be issued;

    .  the date or dates on which the principal of and any premium on the
       debt securities will be payable;

                                       7
<PAGE>

    .  the maturity date or dates of the debt securities or the method by
       which those dates can be determined;

    .  if the debt securities will bear interest:

      .  the interest rate on the debt securities or the method by which
         the interest rate may be determined;

      .  the date from which interest will accrue;

      .  the record and interest payment dates for the debt securities;

      .  the first interest payment date; and

      .  any circumstances under which we may defer interest payments;

    .  the place or places where:

      .  we can make payments on the debt securities;

      .  the debt securities can be surrendered for registration of
         transfer or exchange; and

      .  notices and demands can be given to us relating to the debt
         securities and under the indenture;

    .  any optional redemption provisions that would permit us or the
       holders of debt securities to elect redemption of the debt securities
       before their final maturity;

    .  any sinking fund provisions that would obligate us to redeem the debt
       securities before their final maturity;

    .  whether the debt securities will be convertible into shares of common
       stock, shares of preferred stock or depositary shares and, if so, the
       terms and conditions of any such conversion, and, if convertible into
       shares of preferred stock or depositary shares, the terms of such
       preferred stock or depositary shares;

    .  if the debt securities will be issued in bearer form, the terms and
       provisions contained in the bearer securities and in the indenture
       specifically relating to the bearer securities;

    .  the currency or currencies in which the debt securities will be
       denominated and payable, if other than U.S. dollars and, if a
       composite currency, any special provisions relating thereto;

    .  any circumstances under which the debt securities may be paid in a
       currency other than the currency in which the debt securities are
       denominated and any provisions relating thereto;

    .  whether the provisions described below under the heading "--
       Defeasance" apply to the debt securities;

    .  any events of default which will apply to the debt securities in
       addition to those contained in the indenture and any events of
       default contained in the indenture which will not apply to the debt
       securities;

    .  any additions or changes to or deletions of the covenants contained
       in the indenture and the ability, if any, of the holders to waive our
       compliance with those additional or changed covenants;

                                       8
<PAGE>

    .  whether all or part of the debt securities will be issued in whole or
       in part as temporary or permanent global securities and, if so, the
       depositary for those global securities and a description of any book-
       entry procedures relating to the global securities--a "global
       security" is a debt security that we issue in accordance with the
       junior subordinated indenture to represent all or part of a series of
       debt securities;

    .  if we issue temporary global securities, any special provisions
       dealing with the payment of interest and any terms relating to the
       ability to exchange interests in a temporary global security for
       interests in a permanent global security or for definitive debt
       securities;

    .  the identity of the security registrar and paying agent for the debt
       securities if other than the junior subordinated trustee;

    .  any special tax implications of the debt securities;

    .  any special provisions relating to the payment of any additional
       amounts on the debt securities;

    .  the terms of any securities being offered together with or separately
       from the debt securities;

    .  the terms and conditions of any obligation or right of Wells Fargo or
       a holder to convert or exchange the debt securities into trust
       preferred securities or other securities; and


    .  any other terms of the debt securities.

      When we use the term "holder" in this prospectus with respect to a
registered debt security, we mean the person in whose name such debt security
is registered in the security register. (Section 101)

ADDITIONAL INTEREST

      If a trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature, other than withholding taxes, imposed
by the United States, or any other taxing authority, then we will be required
to pay additional interest on the related junior subordinated debt securities.
The amount of any additional interest will be an amount sufficient so that the
net amounts received and retained by such trust after paying any such taxes,
duties, assessments or other governmental charges will be not less than the
amounts that such trust would have received had no such taxes, duties,
assessments or other governmental charges been imposed. This means that the
trust will be in the same position it would have been in if it did not have to
pay such taxes, duties, assessments or other charges. (Section 1007)

PAYMENT; EXCHANGE; TRANSFER

      We will designate a place of payment where holders can receive payment of
the principal of and any premium and interest on the junior subordinated debt
securities. Even though we will designate a place of payment, we may elect to
pay any interest on the junior subordinated debt securities by mailing a check
to the person listed as the owner of the junior subordinated debt securities in
the security register or by wire transfer to an account designated by that
person in

                                       9
<PAGE>

writing not less than ten days before the date of the interest payment. Unless
we state otherwise in the applicable prospectus supplement, we will pay
interest on a junior subordinated debt security:

    .  on an interest payment date, to the person in whose name that junior
       subordinated debt security is registered at the close of business on
       the record date relating to that interest payment date; and

    .  on the date of maturity or earlier redemption or repayment, to the
       person who surrenders such debt security at the office of our
       appointed paying agent. (Sections 307, 1002)

      Any money that we pay to a paying agent for the purpose of making
payments on the junior subordinated debt securities and that remains unclaimed
two years after the payments were due will, at our request, be returned to us
and after that time any holder of such debt security can only look to us for
the payments on such debt security. (Section 1003)

      Any junior subordinated debt securities of a series can be exchanged for
other junior subordinated debt securities of that series so long as such other
debt securities are denominated in authorized denominations and have the same
aggregate principal amount and same terms as the junior subordinated debt
securities that were surrendered for exchange. The junior subordinated debt
securities may be presented for registration of transfer, duly endorsed or
accompanied by a satisfactory written instrument of transfer, at the office or
agency maintained by us for that purpose in a place of payment. There will be
no service charge for any registration of transfer or exchange of the junior
subordinated debt securities, but we may require holders to pay any tax or
other governmental charge payable in connection with a transfer or exchange of
the junior subordinated debt securities. (Sections 305, 1002) If the
applicable prospectus supplement refers to any office or agency, in addition
to the security registrar, initially designated by us where holders can
surrender the junior subordinated debt securities for registration of transfer
or exchange, we may at any time rescind the designation of any such office or
agency or approve a change in the location. However, we will be required to
maintain an office or agency in each place of payment for that series.
(Section 1002)

      In the event of any redemption, neither we nor the junior subordinated
trustee will be required to:

    .  issue, register the transfer of, or exchange, junior subordinated
       debt securities of any series during a period beginning at the
       opening of business 15 days before the day of publication or mailing
       of the notice of redemption and ending at the close of business on
       the day of such publication or the mailing of such notice; or

    .  transfer or exchange any junior subordinated debt securities so
       selected for redemption, except, in the case of any junior
       subordinated debt securities being redeemed in part, any portion
       thereof not to be redeemed. (Section 305)

DENOMINATIONS

      Unless we state otherwise in the applicable prospectus supplement, the
junior subordinated debt securities will be issued only in registered form,
without coupons, in denominations of $1,000 each or multiples of $1,000.

BEARER DEBT SECURITIES

      If we ever issue bearer debt securities, the applicable prospectus
supplement will describe all of the special terms and provisions of junior
subordinated debt securities in bearer form, and the

                                      10
<PAGE>

extent to which those special terms and provisions are different from the terms
and provisions which are described in this prospectus, which generally apply to
junior subordinated debt securities in registered form, and will summarize
provisions of the junior subordinated indenture that relate specifically to
bearer debt securities.

ORIGINAL ISSUE DISCOUNT

      Junior subordinated debt securities may be issued under the junior
subordinated indenture as original issue discount securities and sold at a
substantial discount below their stated principal amount. If a junior
subordinated debt security is an original issue discount security, that means
that an amount less than the principal amount of such debt security will be due
and payable upon a declaration of acceleration of the maturity of such debt
security under the junior subordinated indenture. (Section 101) The applicable
prospectus supplement will describe the federal income tax consequences and
other special factors you should consider before purchasing any original issue
discount securities.

OPTION TO DEFER INTEREST PAYMENTS

      If provided in the applicable prospectus supplement, we will have the
right from time to time to defer payment of interest on a series of junior
subordinated debt securities for up to such number of consecutive interest
payment periods as may be specified in the applicable prospectus supplement,
subject to the terms, conditions and covenants, if any, specified in such
prospectus supplement. Such deferral, however, may not extend beyond the stated
maturity of such junior subordinated debt securities. (Section 313) Certain
United States federal income tax consequences and special considerations
applicable to any such debt securities will be described in the applicable
prospectus supplement.

REDEMPTION

      Unless otherwise specified in the applicable prospectus supplement, the
junior subordinated debt securities will not be subject to any sinking fund and
will not be redeemable at the option of the holder.

      Unless otherwise specified in the applicable prospectus supplement, we
may, at our option and subject to receipt of prior approval by the Federal
Reserve, if required, redeem the junior subordinated debt securities of any
series in whole at any time or in part from time to time. If the junior
subordinated debt securities of any series are redeemable only on or after a
specified date or upon the satisfaction of additional conditions, the
applicable prospectus supplement will specify such date or describe such
conditions. Except as otherwise specified in the applicable prospectus
supplement, the redemption price for any junior subordinated debt security so
redeemed will equal 100% of the principal amount of such junior subordinated
debt security plus accrued and unpaid interest to the redemption date.

      Except as otherwise specified in the applicable prospectus supplement, we
may, at our option and subject to receipt of prior approval by the Federal
Reserve, if required, redeem a series of junior subordinated debt securities in
whole, but not in part, at any time within 90 days after the occurrence of a
tax event, investment company event or capital treatment event, each as defined
below, at a redemption price equal to 100% of the principal amount of such
junior subordinated debt securities then outstanding plus accrued and unpaid
interest to the redemption date. (Section 1107)

      "Tax event" means the receipt by a trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment
to, or change in, including any announced

                                       11
<PAGE>

proposed change in, the laws or regulations of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of trust preferred securities by such trust, there is more
than an insubstantial risk that:

    .  such trust is, or will be within 90 days of the date of such opinion,
       subject to United States federal income tax with respect to income
       received or accrued on the corresponding series of junior
       subordinated debt securities;

    .  interest payable by Wells Fargo on such series of corresponding
       junior subordinated debt securities is not, or within 90 days of the
       date of such opinion, will not be, deductible by Wells Fargo, in
       whole or in part, for United States federal income tax purposes; or

    .  such trust is, or will be within 90 days of the date of such opinion,
       subject to more than a de minimis amount of other taxes, duties or
       other governmental charges. (Section 101)

      "Investment company event" means the receipt by a trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a written change, including any
announced prospective change, in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that such trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date
of the issuance of the trust preferred securities. (Section 101)

      "Capital treatment event" means our reasonable determination that, as a
result of any amendment to, or change in, including any announced proposed
change in, the laws or regulations of the United States or any political
subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement, action or decision is announced on or
after the date of issuance of trust preferred securities by such trust, there
is more than an insubstantial risk that Wells Fargo will not be entitled to
treat an amount equal to the liquidation amount of such trust preferred
securities as Tier I capital, or the then-equivalent thereof, for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to Wells Fargo. (Section 101)

      Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of junior subordinated
debt securities to be redeemed at its registered address. However, if the debt
securities are held by a trust, notice shall be mailed at least 45 days but not
more than 75 days before the redemption date. Unless we default in payment of
the redemption price, on and after the redemption date, interest will cease to
accrue on such junior subordinated debt securities or portions thereof called
for redemption.

RESTRICTIONS ON CERTAIN PAYMENTS

      Unless otherwise specified in the applicable prospectus supplement, if:


    .  there shall have occurred and be continuing an event of default with
       respect to a series of junior subordinated debt securities of which
       we have actual knowledge and which we have not taken reasonable steps
       to cure;


                                       12
<PAGE>


    .  the junior subordinated debt securities of a series are held by a
       trust and we shall be in default relating to our payment of any
       obligations under the corresponding guarantee; or


    .  we shall have given notice of our election to defer payments of
       interest on a series of junior subordinated debt securities by
       extending the interest payment period and such period, or any
       extension of such period, shall be continuing;


then:

    .  we shall not declare or pay any dividends or distributions on, or
       redeem, purchase, acquire or make a liquidation payment with respect
       to, any shares of our capital stock; and

    .  we shall not make any payment of principal of or interest or premium,
       if any, on or repay, repurchase or redeem any debt securities issued
       by us that rank equally with or junior to the junior subordinated
       debt securities.

      The restrictions listed above do not apply to:

    .  any repurchase, redemption or other acquisition of shares of our
       capital stock in connection with (1) any employment contract, benefit
       plan or other similar arrangement with or for the benefit of any one
       or more employees, officers, directors, consultants or independent
       contractors, (2) a dividend reinvestment or stockholder purchase
       plan, or (3) the issuance of our capital stock, or securities
       convertible into or exercisable for such capital stock, as
       consideration in an acquisition transaction entered into prior to the
       applicable extension period;


    .  any exchange, redemption or conversion of any class or series of our
       capital stock, or the capital stock of one of our subsidiaries, for
       any other class or series of our capital stock, or of any class or
       series of our indebtedness for any class or series of our capital
       stock;

    .  any purchase of fractional interests in shares of our capital stock
       pursuant to the conversion or exchange provisions of such capital
       stock or the securities being converted or exchanged;

    .  any declaration of a dividend in connection with any rights plan, or
       the issuance of rights, stock or other property under any rights
       plan, or the redemption or repurchase of rights pursuant thereto;


    .  payments by us under any guarantee agreement executed for the benefit
       of the trust preferred securities; or

    .  any dividend in the form of stock, warrants, options or other rights
       where the dividend stock or stock issuable upon exercise of such
       warrants, options or other rights is the same stock as that on which
       the dividend is being paid or ranks equally with or junior to such
       stock. (Section 1008)


LIMITATION ON MERGERS AND SALES OF ASSETS

      The junior subordinated indenture generally permits a consolidation or
merger between us and another entity. It also permits the sale or transfer by
us of all or substantially all of our property and assets. These transactions
are permitted if:

    .  the resulting or acquiring entity, if other than us, is organized and
       existing under the laws of a domestic jurisdiction and assumes all of
       our responsibilities and liabilities

                                       13
<PAGE>

       under the junior subordinated indenture, including the payment of all
       amounts due on the debt securities and performance of the covenants
       in the junior subordinated indenture; and

    .  immediately after the transaction, and giving effect to the
       transaction, no event of default under the junior subordinated
       indenture exists. (Section 801)

      If we consolidate or merge with or into any other entity or sell or
lease all or substantially all of our assets according to the terms and
conditions of the junior subordinated indenture, the resulting or acquiring
entity will be substituted for us in such indenture with the same effect as if
it had been an original party to the indenture. As a result, such successor
entity may exercise our rights and powers under the junior subordinated
indenture, in our name and, except in the case of a lease of all or
substantially all of our properties, we will be released from all our
liabilities and obligations under such indenture and under the junior
subordinated debt securities. (Section 802)

EVENTS OF DEFAULT, WAIVER AND NOTICE

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default" when used in the junior subordinated indenture with respect
to any series of junior subordinated debt securities, means any of the
following:

    .  failure to pay interest on a junior subordinated debt security of
       that series for 30 days after the payment is due (subject to the
       deferral of any due date in the case of an extension period);

    .  failure to pay the principal of or any premium on any junior
       subordinated debt security of that series when due;

    .  failure to deposit any sinking fund payment on junior subordinated
       debt securities of that series when due;

    .  failure to perform any other covenant in the junior subordinated
       indenture that applies to junior subordinated debt securities of that
       series for 90 days after we have received written notice of the
       failure to perform in the manner specified in the junior subordinated
       indenture;

    .  certain events in bankruptcy, insolvency or reorganization of Wells
       Fargo; or

    .  any other event of default that may be specified for the junior
       subordinated debt securities of that series when that series is
       created. (Section 501)

      If an event of default under the junior subordinated indenture occurs
and continues, the junior subordinated trustee or the holders of at least 25%
in aggregate principal amount of the outstanding junior subordinated debt
securities of that series may declare the entire principal and all accrued but
unpaid interest of all debt securities of that series to be due and payable
immediately. If the trustee or the holders of junior subordinated debt
securities do not make such declaration and the junior subordinated debt
securities of that series are held by a trust or trustee of such trust, the
holders of at least 25% in aggregate liquidation amount of the related trust
preferred securities shall have such right. If an event of default under the
junior subordinated indenture occurs and continues and the junior subordinated
debt securities of that series are held by a trust or trustee of such trust,
the property trustee may also declare the principal of and the interest on the
corresponding junior


                                      14
<PAGE>

subordinated debt securities to be due and payable and to enforce its other
rights as a creditor with respect to the corresponding junior subordinated debt
securities. (Section 502)

      If such a declaration occurs, the holders of a majority of the aggregate
principal amount of the outstanding debt securities of that series of
subordinated debt securities can, subject to conditions (including, if the
junior subordinated debt securities of that series are held by a trust or a
trustee of such trust, the consent of the holders of at least a majority in
aggregate liquidation amount of the related trust preferred securities),
rescind the declaration. If the holders of such junior subordinated debt
securities do not rescind such declaration and such junior subordinated debt
securities are held by a trust or trustee of such trust, the holders of at
least a majority in aggregate liquidation amount of the related trust preferred
securities shall have such right. (Section 502)


      The holders of a majority in aggregate principal amount of the
outstanding junior subordinated debt securities of any series may, on behalf of
all holders of that series, waive any past default, except:

    .  a default in payment of principal of or any premium or interest; or

    .  a default under any provision of the junior subordinated indenture
       which itself cannot be modified or amended without the consent of the
       holder of each outstanding junior subordinated debt security of that
       series.


      If the junior subordinated debt securities of that series are held by a
trust or a trustee of such trust, any such waiver shall require a consent of
the holders of at least a majority in aggregate liquidation amount of the
related trust preferred securities. If the holders of junior subordinated debt
securities do not waive such default, the holders of a majority in aggregate
liquidation amount of the related trust preferred securities shall have such
right. (Section 513)


      The holders of a majority in principal amount of the junior subordinated
debt securities of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
junior subordinated trustee under the junior subordinated indenture.

      We are required to file an officers' certificate with the junior
subordinated trustee each year that states, to the knowledge of the certifying
officer, whether or not any defaults exist under the terms of the junior
subordinated indenture. (Section 1004)

      If the junior subordinated debt securities of any series are held by a
trust or a trustee of such trust, a holder of the related trust preferred
securities may institute a direct action if we fail to make interest or other
payments on the corresponding junior subordinated debt securities when due,
taking account of any extension period. (Section 508) A direct action may be
brought without first:


    .  directing the property trustee to enforce the terms of the
       corresponding junior subordinated debt securities, or

    .  suing us to enforce the property trustee's rights under such junior
       subordinated debt securities.

This right of direct action cannot be amended in a manner that would impair the
rights of the holders of trust preferred securities thereunder without the
consent of all holders of affected trust preferred securities. (Section 902)

                                       15
<PAGE>

COVENANTS CONTAINED IN JUNIOR SUBORDINATED INDENTURE

      The junior subordinated indenture does not contain restrictions on our
ability to:

    .  incur, assume or become liable for any type of debt or other
       obligation;

    .  create liens on our property for any purpose; or

    .  pay dividends or make distributions on our capital stock or
       repurchase or redeem our capital stock, except as set forth under "--
       Restrictions on Certain Payments" above.

The junior subordinated indenture does not require the maintenance of any
financial ratios or specified levels of net worth or liquidity. In addition,
the junior subordinated indenture does not contain any provisions which would
require us to repurchase or redeem or modify the terms of any of the junior
subordinated debt securities upon a change of control or other event involving
us which may adversely affect the creditworthiness of such debt securities.

DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

      Under circumstances involving the dissolution of a trust, discussed more
fully in the applicable prospectus supplement, the junior subordinated debt
securities may be distributed to the holders of the trust securities in
liquidation of that trust, provided that any required regulatory approval is
obtained. See "Description of Trust Preferred Securities--Liquidation
Distribution upon Dissolution."


MODIFICATION OF JUNIOR SUBORDINATED INDENTURE

      Under the junior subordinated indenture, certain of our rights and
obligations and certain of the rights of holders of the junior subordinated
debt securities may be modified or amended with the consent of the holders of
at least a majority of the aggregate principal amount of the outstanding junior
subordinated debt securities of all series of such debt securities affected by
the modification or amendment, acting as one class. However, the following
modifications and amendments will not be effective against any holder without
its consent:

    .  a change in the stated maturity date of any payment of principal or
       interest, including any additional interest (other than to the extent
       set forth in the applicable junior subordinated debt security);

    .  a reduction in payments due on the junior subordinated debt
       securities;

    .  a change in the place of payment or currency in which any payment on
       the junior subordinated debt securities is payable;

    .  a limitation of a holder's right to sue us for the enforcement of
       payments due on the junior subordinated debt securities;

    .  a reduction in the percentage of outstanding junior subordinated debt
       securities required to consent to a modification or amendment of the
       junior subordinated indenture or required to consent to a waiver of
       compliance with certain provisions of such indenture or certain
       defaults under such indenture;

    .  a reduction in the requirements contained in the junior subordinated
       indenture for quorum or voting;

    .  a limitation of a holder's right, if any, to repayment of junior
       subordinated debt securities at the holder's option;

    .  in the case of junior subordinated debt securities convertible into
       common stock, a limitation of any right to convert such debt
       securities; and

                                       16
<PAGE>

    .  a modification of any of the foregoing requirements contained in the
       junior subordinated indenture. (Section 902)

      Under the junior subordinated indenture, the holders of at least a
majority of the aggregate principal amount of the outstanding junior
subordinated debt securities of all series affected by a particular covenant or
condition, acting as one class, may, on behalf of all holders of such series of
debt securities, waive compliance by us with any covenant or condition
contained in the junior subordinated indenture unless we specify that such
covenant or condition cannot be so waived at the time we establish the series.
(Section 1005)

      If the junior subordinated debt securities are held by a trust or the
trustee of such trust, no modification may be made that adversely affects the
holders of the related trust preferred securities, and no termination of the
junior subordinated indenture may occur, and no waiver of any compliance with
any covenant will be effective without the prior consent of a majority in
liquidation amount of trust preferred securities of such trust. If the consent
of the holder of each outstanding junior subordinated debt security is required
for such modification or waiver, no such modification or waiver shall be
effective without the prior consent of each holder of related trust preferred
securities. (Section 902)


      We and the junior subordinated trustee may execute, without the consent
of any holder of junior subordinated debt securities, any supplemental junior
subordinated indenture for the purpose of creating any new series of junior
subordinated debt securities.

DEFEASANCE AND DISCHARGE

      DEFEASANCE AND DISCHARGE. At the time that we establish a series of
junior subordinated debt securities under the junior subordinated indenture, we
can provide that such debt securities of that series are subject to the
defeasance and discharge provisions of that indenture. If we so provide, we
will be discharged from our obligations on such debt securities of that series
if:

    .  we deposit with the junior subordinated trustee, in trust, sufficient
       money or, if the junior subordinated debt securities of that series
       are denominated and payable in U.S. dollars only, Eligible
       Instruments, to pay the principal, any interest, any premium and any
       other sums due on such debt securities of that series, such as
       sinking fund payments, on the dates the payments are due under the
       junior subordinated indenture and the terms of such debt securities;

    .  we deliver to the junior subordinated trustee an opinion of counsel
       that states that the holders of the junior subordinated debt
       securities of that series will not recognize income, gain or loss for
       federal income tax purposes as a result of the deposit and will be
       subject to federal income tax on the same amounts and in the same
       manner and at the same times as would have been the case if no
       deposit had been made; and

    .  if the junior subordinated debt securities of that series are listed
       on any domestic or foreign securities exchange, such debt securities
       will not be delisted as a result of the deposit. (Section 403)

      When we use the term "Eligible Instruments" in this section, we mean
monetary assets, money market instruments and securities that are payable in
dollars only and essentially risk free as to collection of principal and
interest, including:

    .  direct obligations of the United States backed by the full faith and
       credit of the United States; or

                                       17
<PAGE>

    .  any obligation of a person controlled or supervised by and acting as
       an agency or instrumentality of the United States if the timely
       payment of the obligation is unconditionally guaranteed as a full
       faith and credit obligation by the United States. (Section 101)

      In the event that we deposit money and/or Eligible Instruments in trust
and discharge our obligations under a series of junior subordinated debt
securities as described above, then:

    .  the junior subordinated indenture, including the subordination
       provisions contained in the junior subordinated indenture, will no
       longer apply to the junior subordinated debt securities of that
       series; however, certain obligations to compensate, reimburse and
       indemnify the junior subordinated trustee, to register the transfer
       and exchange of junior subordinated debt securities, to replace lost,
       stolen or mutilated junior subordinated debt securities, to maintain
       paying agencies and the trust funds and to pay additional amounts, if
       any, required as a result of U.S. withholding taxes imposed on
       payments to non-U.S. persons will continue to apply; and

    .  holders of junior subordinated debt securities of that series can
       only look to the trust fund for payment of principal, any premium and
       any interest on such debt securities of that series. (Section 403)

      DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. At the
time that we establish a series of junior subordinated debt securities under
the junior subordinated indenture, we can provide that such debt securities of
that series are subject to the covenant defeasance provisions of such
indenture. If we so provide and we make the deposit and deliver the opinion of
counsel described above in this section under the heading "--Defeasance and
Discharge" we will not have to comply with any covenant we designate when we
establish the series of debt securities. In the event of a covenant defeasance,
our obligations under the junior subordinated indenture and the junior
subordinated debt securities, other than with respect to the covenants
specifically referred to above, will remain in effect. (Section 1701)

      If we exercise our option not to comply with the covenants listed above
and such junior subordinated debt securities of the series become immediately
due and payable because an event of default under the junior subordinated
indenture has occurred, other than as a result of an event of default
specifically referred to above, the amount of money and/or Eligible Instruments
on deposit with the junior subordinated trustee will be sufficient to pay the
principal, any interest, any premium and any other sums, due on such debt
securities of that series, such as sinking fund payments, on the date the
payments are due under the junior subordinated indenture and the terms of the
junior subordinated debt securities, but may not be sufficient to pay amounts
due at the time of acceleration. However, we would remain liable for the
balance of the payments. (Section 1701)

CONVERSION OR EXCHANGE

      The junior subordinated debt securities may be convertible or
exchangeable into junior subordinated debt securities of another series or into
trust preferred securities of another series, on the terms provided in the
applicable prospectus supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at
our option, in which case the number of shares of trust preferred securities or
other securities to be received by the holders of junior subordinated debt
securities would be calculated as of a time and in the manner stated in the
applicable prospectus supplement.

                                       18
<PAGE>

SUBORDINATION

      The junior subordinated debt securities will be subordinate to all of our
existing and future Senior Debt, as defined below. Our Senior Debt includes the
senior debt securities and the subordinated debt securities and means

    .  any of our indebtedness for borrowed or purchased money, whether or
       not evidenced by bonds, debt securities, notes or other written
       instruments,

    .  our obligations under letters of credit,

    .  any of our indebtedness or other obligations with respect to
       commodity contracts, interest rate and currency swap agreements, cap,
       floor and collar agreements, currency spot and forward contracts, and
       other similar agreements or arrangements designed to protect against
       fluctuations in currency exchange or interest rates, and

    .  any guarantees, endorsements (other than by endorsement of negotiable
       instruments for collection in the ordinary course of business) or
       other similar contingent obligations in respect of obligations of
       others of a type described above, whether or not such obligation is
       classified as a liability on a balance sheet prepared in accordance
       with generally accepted accounting principles,

whether outstanding on the date of execution of the junior subordinated
indenture or thereafter incurred, other than obligations expressly on a parity
with or junior to the junior subordinated debt securities. The junior
subordinated debt securities will rank on a parity with obligations evidenced
by any debt securities, and guarantees in respect of those debt securities,
initially issued to any trust, partnership or other entity affiliated with us,
that is, directly or indirectly, our financing vehicle in connection with the
issuance by such entity of capital securities or other similar securities.

      If certain events in bankruptcy, insolvency or reorganization occur, we
will first pay all Senior Debt, including any interest accrued after the events
occur, in full before we make any payment or distribution, whether in cash,
securities or other property, on account of the principal of or interest on the
junior subordinated debt securities. In such an event, we will pay or deliver
directly to the holders of Senior Debt any payment or distribution otherwise
payable or deliverable to holders of the junior subordinated debt securities.
We will make the payments to the holders of Senior Debt according to priorities
existing among those holders until we have paid all Senior Debt, including
accrued interest, in full. Notwithstanding the subordination provisions
discussed in this paragraph, we may make payments or distributions on the
junior subordinated debt securities so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan or reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of the junior subordinated
       debt securities. (Section 1801)

      If such events in bankruptcy, insolvency or reorganization occur, after
we have paid in full all amounts owed on Senior Debt:

    .  the holders of junior subordinated debt securities,

    .  together with the holders of any of our other obligations ranking
       equal with those junior subordinated debt securities,

                                       19
<PAGE>

will be entitled to receive from our remaining assets any principal, premium or
interest due at that time on the junior subordinated debt securities and such
other obligations before we make any payment or other distribution on account
of any of our capital stock or obligations ranking junior to those junior
subordinated debt securities.

      If we violate the junior subordinated indenture by making a payment or
distribution to holders of the junior subordinated debt securities before we
have paid all the Senior Debt in full, then such holders of the junior
subordinated debt securities will be deemed to have received the payments or
distributions in trust for the benefit of, and will have to pay or transfer the
payments or distributions to, the holders of the Senior Debt outstanding at the
time. The payment or transfer to the holders of the Senior Debt will be made
according to the priorities existing among those holders. Notwithstanding the
subordination provisions discussed in this paragraph, holders of junior
subordinated debt securities will not be required to pay, or transfer payments
or distributions to, holders of Senior Debt so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan of reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of those junior subordinated
       debt securities. (Section 1801)

      Because of the subordination, if we become insolvent, holders of Senior
Debt may receive more, ratably, and holders of the junior subordinated debt
securities having a claim pursuant to those securities may receive less,
ratably, than our other creditors. This type of subordination will not prevent
an event of default from occurring under the junior subordinated indenture in
connection with the junior subordinated debt securities.

      We may modify or amend the junior subordinated indenture as provided
under "--Modification of Junior Subordinated Indenture" above. However, the
modification or amendment may not, without the consent of the holders of all
Senior Debt outstanding, modify any of the provisions of the junior
subordinated indenture relating to the subordination of the junior subordinated
debt securities in a manner that would adversely affect the holders of Senior
Debt. (Section 902)

      The junior subordinated indenture places no limitation on the amount of
Senior Debt that we may incur. We expect from time to time to incur additional
indebtedness and other obligations constituting Senior Debt.

GOVERNING LAW

      The junior subordinated indenture and the junior subordinated debt
securities will be governed by, and construed in accordance with, the internal
laws of the State of New York.

THE TRUSTEE

      The junior subordinated trustee will have all of the duties and
responsibilities specified under the Trust Indenture Act. Other than its duties
in a case of default, the trustee is under no obligation to exercise any of the
powers under the junior subordinated indenture at the request, order or
direction of any holders of junior subordinated debt securities unless offered
reasonable indemnification. (Sections 601, 603)

                                       20
<PAGE>

CORRESPONDENCE BETWEEN JUNIOR SUBORDINATED DEBT SECURITIES AND TRUST PREFERRED
SECURITIES

      Wells Fargo may issue one or more series of junior subordinated debt
securities under the junior subordinated indenture with terms corresponding to
the terms of a series of related trust preferred securities. In each such
instance, concurrently with the issuance of a trust's preferred securities,
such trust will invest the proceeds from that issuance, together with the
consideration paid by Wells Fargo for the common securities of such trust, in
the series of corresponding junior subordinated debt securities issued by
Wells Fargo to such trust. Each series of corresponding junior subordinated
debt securities will be in the principal amount equal to the aggregate stated
liquidation amount of the related trust preferred securities and the common
securities of such trust and will rank equally with all other series of junior
subordinated debt securities. Holders of the related trust preferred
securities for a series of corresponding junior subordinated debt securities
will have the rights, in connection with modifications to the junior
subordinated indenture or upon occurrence of an event of default, as described
under "--Modification of Junior Subordinated Indenture" and "--Events of
Default, Waiver and Notice."

      Unless otherwise specified in the applicable prospectus supplement, if a
tax event, investment company event or capital treatment event relating to a
trust occurs and continues, we may, at our option and subject to any required
prior approval of the Federal Reserve, redeem the corresponding junior
subordinated debt securities at any time within 90 days of the occurrence of
such event, in whole but not in part, subject to the provisions of the junior
subordinated indenture and whether or not such corresponding junior
subordinated debt securities are then redeemable at our option.

      The redemption price for any corresponding junior subordinated debt
security shall be equal to 100% of the principal amount of such corresponding
junior subordinated debt security then outstanding plus accrued and unpaid
interest to the redemption date. As long as a trust is the holder of all the
outstanding corresponding junior subordinated debt securities of a series, the
proceeds of any redemption will be used by such trust to redeem the related
trust securities in accordance with their terms.

      We will covenant, as to each series of corresponding junior subordinated
debt securities:

    .  to directly or indirectly maintain 100% ownership of the common
       securities of the applicable trust unless a permitted successor
       succeeds to ownership of the common securities;

    .  not to voluntarily terminate, wind up or liquidate any trust, except,

      .  in connection with a distribution of corresponding junior
         subordinated debt securities to the holders of trust preferred
         securities in exchange therefor upon liquidation of such trust,
         or

      .  in connection with certain mergers, consolidations or
         amalgamations permitted by the applicable trust agreement, in
         either such case, if so specified in the applicable prospectus
         supplement and upon any required prior approval of the Federal
         Reserve; and

    .  to use our reasonable efforts, consistent with the terms and
       provisions of the applicable trust agreement, to cause such trust to
       remain classified as a grantor trust and not as an association
       taxable as a corporation for United States federal income tax
       purposes.

                                      21
<PAGE>

                   DESCRIPTION OF TRUST PREFERRED SECURITIES

      The trust preferred securities will be issued by a trust under the terms
of a trust agreement. Each trust agreement will be qualified as an indenture
under the Trust Indenture Act. Each trust may issue only one series of trust
preferred securities. The property trustee will act as trustee for each series
of trust preferred securities under the applicable trust agreement for purposes
of compliance with the provisions of the Trust Indenture Act. The terms of each
series of trust preferred securities will include those stated in the
applicable trust agreement and those made part of such trust agreement by the
Trust Indenture Act.

      We have summarized material terms and provisions of the trust preferred
securities in this section. This summary is not intended to be complete and is
qualified by the trust agreement, the form of which we filed as an exhibit to
the registration statement, the Delaware Business Trust Act and the Trust
Indenture Act.

      Each trust agreement authorizes the trustees of the applicable trust to
issue trust securities on behalf of such trust. The trust securities represent
undivided beneficial interests in the assets of such trust. We will own,
directly or indirectly, all of a trust's common securities. The common
securities rank equally, and payments will be made on a pro rata basis, with
the trust preferred securities except as set forth under "--Ranking of Common
Securities."

      Each trust agreement does not permit a trust to issue any securities
other than the trust securities or to incur any indebtedness. Under each trust
agreement, the property trustee will own the junior subordinated debt
securities purchased by such trust for the benefit of the holders of the trust
securities.

      The guarantee agreement we execute for the benefit of the holders of
trust preferred securities will be a guarantee on a subordinated basis with
respect to the related trust securities. However, such guarantee will not
guarantee payment of distributions or amounts payable on redemption or
liquidation of such trust securities when a trust does not have funds on hand
available to make such payments. See "Description of Guarantees."


DISTRIBUTIONS

      Distributions on each series of trust preferred securities:

    .  will be cumulative;

    .  will accumulate from the date of original issuance; and

    .  will be payable on such dates as specified in the applicable
       prospectus supplement.

      In the event that any date on which distributions are payable on the
trust preferred securities is not a business day, then, except as set forth in
the next sentence, payment of the distribution will be made on the next
succeeding business day, and without any interest or other payment in respect
to any such delay. If such next succeeding business day is in the next calendar
year, payment of the distribution will be made on the immediately preceding
business day. Each date on which distributions are payable in accordance with
the foregoing is referred to as a "distribution date." The term "distribution"
includes any interest payable on unpaid distributions unless otherwise stated.
Unless otherwise specified in the applicable prospectus supplement, a "business
day" is a day other than a Saturday, a Sunday, or any other day on which
banking institutions in New York, New York, Minneapolis, Minnesota or
Wilmington, Delaware are authorized or required by law or executive order to
remain closed.

                                       22
<PAGE>


      The amount of distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. The amount of
distributions payable for any period shorter than a full distribution period
will be computed on the basis of the actual number of days elapsed in a 360-day
year of twelve 30-day months. Distributions to which holders of trust preferred
securities are entitled but are not paid will accumulate additional
distributions at the annual rate if and as specified in the applicable
prospectus supplement.


      If provided in the applicable prospectus supplement, we have the right
under the junior subordinated indenture and the corresponding junior
subordinated debt securities to defer the payment of interest on any series of
the corresponding junior subordinated debt securities for up to a number of
consecutive interest payment periods that will be specified in the prospectus
supplement relating to such series. We refer to this period as an "extension
period." No extension period may extend beyond the stated maturity of the
corresponding junior subordinated debt securities.

      As a consequence of any such deferral, distributions on the related trust
preferred securities would be deferred by the applicable trust during any
extension period, but would continue to accumulate additional distributions at
the annual rate set forth in the prospectus supplement for such trust preferred
securities.

      Unless otherwise specified in the applicable prospectus supplement, if we
exercise our deferral right, then during any extension period, we may not:

    .  make any payment of principal of or interest or premium, if any, on
       or repay, repurchase or redeem any debt securities issued by us that
       rank equally with or junior to the junior subordinated debt
       securities; or

    .  declare or pay any dividends or distributions on, or redeem,
       purchase, acquire or make a liquidation payment with respect to, any
       shares of our capital stock, other than:

      .  any repurchase, redemption or other acquisition of shares of our
         capital stock (1) in connection with any employment contract,
         benefit plan or other similar arrangement with or for the benefit
         of any one or more employees, officers, directors or consultants,
         (2) in connection with a dividend reinvestment or stockholder
         stock purchase plan or (3) in connection with the issuance of our
         capital stock, or securities convertible into or exercisable for
         such capital stock, as consideration in an acquisition
         transaction entered into before the applicable extension period;


      .  any exchange, redemption or conversion of any class or series of
         our capital stock, or any capital stock of one of our
         subsidiaries, for any other class or series of our capital stock,
         or of any class or series of our indebtedness for any class or
         series of our capital stock;


      .  any purchase of fractional interests in shares of our capital
         stock pursuant to the conversion or exchange provisions of such
         capital stock or the securities being converted or exchanged;

      .  any declaration of a dividend in connection with any rights plan,
         or the issuance of rights, stock or other property under any
         rights plan, or the redemption or repurchase of rights pursuant
         thereto;

      .  payments by us under any guarantee agreement executed for the
         benefit of the trust preferred securities; or

                                       23
<PAGE>

      .  any dividend in the form of stock, warrants, options or other
         rights where the dividend stock or the stock issuable upon
         exercise of such warrants, options or other rights is the same
         stock as that on which the dividend is being paid or ranks
         equally with or junior to such stock.

      The funds available to each trust for distribution to holders of its
trust preferred securities will be limited to payments under the corresponding
junior subordinated debt securities in which such trust invests the proceeds
from the issuance and sale of its trust securities. See "Description of Junior
Subordinated Debt Securities--Correspondence Between Junior Subordinated Debt
Securities and Trust Preferred Securities." If we do not make interest payments
on such corresponding junior subordinated debt securities, the property trustee
will not have funds available to pay distributions on the related trust
preferred securities. To the extent a trust has funds legally available for the
payment of such distributions and cash sufficient to make such payments, the
payment of distributions is guaranteed by us on the basis set forth under
"Description of Guarantees."


      Distributions on applicable trust preferred securities will be payable to
the holders of such securities as they appear on the register of the applicable
trust on the relevant record dates. As long as the applicable trust preferred
securities remain in book-entry form, the record date will be one business day
before the relevant date of distribution. In the event any trust preferred
securities are not in book-entry form, the relevant record date for such trust
preferred securities will be at least 15 days before the relevant date of
distribution.

REDEMPTION OR EXCHANGE

 MANDATORY REDEMPTION

      Upon the repayment or redemption, in whole or in part, of any
corresponding junior subordinated debt securities, whether at stated maturity
or upon earlier redemption as provided in the junior subordinated indenture,
the property trustee will apply the proceeds from such repayment or redemption
to redeem a like amount, as defined below, of the related trust securities,
upon not less than 30 nor more than 60 days' notice. The redemption price will
equal the aggregate liquidation amount of such trust securities, as defined
below, plus accumulated but unpaid distributions to the date of redemption and
the related amount of the premium, if any, paid by us upon the concurrent
redemption of such corresponding junior subordinated debt securities. See
"Description of Junior Subordinated Debt Securities -- Redemption." If less
than all of any series of corresponding junior subordinated debt securities are
to be repaid or redeemed on a redemption date, then the proceeds from such
repayment or redemption will be allocated pro rata to the redemption of the
related trust preferred securities and the common securities, except as set
forth under "--Ranking of Common Securities." The amount of premium, if any,
paid by us upon the redemption of all or any part of any series of any
corresponding junior subordinated debt securities to be repaid or redeemed on a
redemption date will be allocated pro rata to the redemption of the related
trust preferred securities and common securities, except as set forth under "--
Ranking of Common Securities."

      We will have the right to redeem any series of corresponding junior
subordinated debt securities:

    .  on or after such date as may be specified in the applicable
       prospectus supplement, in whole at any time or in part from time to
       time; or

    .  at any time, in whole, but not in part, upon the occurrence of a tax
       event, investment company event or capital treatment event, in any
       case subject to receipt of any required prior approval by the Federal
       Reserve. See "Description of Junior Subordinated Debt Securities--
       Redemption."

                                       24
<PAGE>

      Within 90 days after any tax event, investment company event or capital
treatment event in respect of a series of trust preferred securities and common
securities that occurs and continues, we will have the right to redeem the
corresponding junior subordinated debt securities in whole, but not in part,
and thereby cause a mandatory redemption of the related trust preferred
securities and common securities in whole, but not in part, at the redemption
price. In the event,

    .  a tax event, investment company event or capital treatment event in
       respect of a series of trust preferred securities and common
       securities occurs and continues, and

    .  we do not elect to redeem the corresponding junior subordinated debt
       securities and thereby cause a mandatory redemption of the related
       trust preferred securities and common securities or to dissolve the
       related trust and cause the corresponding junior subordinated debt
       securities to be distributed to holders of such trust preferred
       securities and common securities in exchange therefor upon
       liquidation of the trust as described below,

the related trust preferred securities will remain outstanding.

      "Like amount" means:

    .  with respect to a redemption of any series of trust securities, trust
       securities of such series having a liquidation amount equal to that
       portion of the principal amount of corresponding junior subordinated
       debt securities to be contemporaneously redeemed in accordance with
       the junior subordinated indenture, the proceeds of which will be used
       to pay the redemption price of such trust securities; and

    .  with respect to a distribution of corresponding junior subordinated
       debt securities to holders of any series of trust securities in
       exchange therefor in connection with a dissolution or liquidation of
       a trust, corresponding junior subordinated debt securities having a
       principal amount equal to the liquidation amount of the trust
       securities of the holder to whom such corresponding junior
       subordinated debt securities would be distributed.

      "Liquidation amount" means the stated amount per trust security as set
forth in the applicable prospectus supplement.

 DISTRIBUTION OF CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES

      We will have the right at any time to liquidate a trust and cause the
junior subordinated debt securities to be distributed to the holders of the
related trust securities. This may require the prior approval of the Federal
Reserve. Upon liquidation of the trust and after satisfaction of the
liabilities of creditors of such trust as provided by applicable law, the
corresponding junior subordinated debt securities in respect of the related
trust securities issued by such trust will be distributed to the holders of
such related trust securities in exchange therefor.

      After the liquidation date fixed for any distribution of corresponding
junior subordinated debt securities for any series of related trust preferred
securities:

    .  such series of trust preferred securities will no longer be deemed to
       be outstanding;

    .  the depositary or its nominee, as the record holder of such series of
       trust preferred securities, will receive a registered global
       certificate or certificates representing the corresponding junior
       subordinated debt securities to be delivered upon such distribution;

                                       25
<PAGE>

    .  any certificates representing such series of trust preferred
       securities not held by The Depository Trust Company, or DTC, or its
       nominee or surrendered to the exchange agent will be deemed to
       represent the corresponding junior subordinated debt securities
       having a principal amount equal to the stated liquidation amount of
       such series of trust preferred securities, and bearing accrued and
       unpaid interest in an amount equal to the accrued and unpaid
       distributions on such series of trust preferred securities until such
       certificates are so surrendered for transfer or reissuance; and

    .  all rights of the holders of such trust preferred securities will
       cease, except the right to receive corresponding junior subordinated
       debt securities upon such surrender.

 REDEMPTION PROCEDURES

      Trust preferred securities redeemed on each redemption date will be
redeemed at the redemption price with the applicable proceeds from the
contemporaneous redemption of the corresponding junior subordinated debt
securities. Redemptions of trust preferred securities shall be made and the
redemption price shall be payable on each redemption date only to the extent
that the applicable trust has funds on hand available for the payment of such
redemption price. See also "--Ranking of Common Securities." Redemptions of
trust preferred securities may require prior approval of the Federal Reserve.

      If a trust gives a notice of redemption of its trust preferred
securities, then, by 12:00 noon, New York City time, on the redemption date, to
the extent funds are available, the property trustee will deposit irrevocably
with DTC funds sufficient to pay the applicable redemption price and will give
DTC irrevocable instructions and authority to pay the redemption price to the
holders of such trust preferred securities. If such trust preferred securities
are no longer in book-entry form, the property trustee, to the extent funds are
available, will irrevocably deposit with the paying agent for such trust
preferred securities funds sufficient to pay the applicable redemption price
and will give such paying agent irrevocable instructions and authority to pay
the redemption price to the holders thereof upon surrender of their
certificates evidencing such trust preferred securities.

      Notwithstanding the foregoing, distributions payable on or before the
redemption date for any trust preferred securities called for redemption will
be payable to the holders of such trust preferred securities on the relevant
record dates for the related distribution dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit:

    .  all rights of the holders of such trust preferred securities will
       cease, except the right of the holders of such trust preferred
       securities to receive the redemption price on the redemption date,
       but without interest on such redemption price; and

    .  such trust preferred securities will cease to be outstanding.

      In the event that any date fixed for redemption of trust preferred
securities is not a business day, then payment of the redemption price will be
made on the next succeeding business day, without any interest or any other
payment in respect of any such delay, except that, if such business day falls
in the next calendar year, such payment will be made on the immediately
preceding business day. In the event that payment of the redemption price in
respect of trust preferred securities called for redemption is improperly
withheld or refused and not paid either by the applicable trust or by us
pursuant to the guarantee as described under "Description of Guarantees,"
distributions on

                                       26
<PAGE>

such trust preferred securities will continue to accrue at the then-applicable
rate, from the redemption date originally established by such trust for such
trust preferred securities to the date such redemption price is actually paid,
in which case the actual payment date will be the date fixed for redemption for
purposes of calculating the redemption price.

      If less than all of the trust securities issued by a trust are to be
redeemed on a redemption date, then the aggregate liquidation amount of such
trust securities to be redeemed shall be allocated pro rata to the trust
preferred securities and the common securities based upon the relative
liquidation amounts of such classes, except as set forth under "--Ranking of
Common Securities." The property trustee will select the particular trust
preferred securities to be redeemed on a pro rata basis not more than 60 days
before the redemption date from the outstanding trust preferred securities not
previously called for redemption based on the securities liquidation amount.
The property trustee shall promptly notify the securities registrar in writing
of the trust preferred securities selected for redemption and the liquidation
amount to be redeemed. For all purposes of the applicable trust agreement,
unless the context otherwise requires, all provisions relating to the
redemption of trust preferred securities shall relate, in the case of any trust
preferred securities redeemed or to be redeemed only in part, to the portion of
the aggregate liquidation amount of trust preferred securities which has been
or is to be redeemed.


      Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to the registered address of each
holder of trust securities to be redeemed.

      Subject to applicable law, including, without limitation, United States
federal securities laws, we or our subsidiaries may at any time and from time
to time purchase outstanding trust preferred securities by tender, in the open
market or by private agreement.

RANKING OF COMMON SECURITIES

      Payment of distributions on, and the redemption price of and the
liquidation distribution in respect of, trust preferred securities and common
securities, as applicable, shall be made pro rata based on the liquidation
amount of such trust preferred securities and common securities, except that
upon certain events of default under the applicable trust agreement relating to
payment defaults on the corresponding junior subordinated debt securities, the
rights of the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the trust preferred securities.

      In the case of any event of default under a trust agreement resulting
from an event of default under the junior subordinated indenture, we, as holder
of a trust's common securities, will be deemed to have waived any right to act
with respect to any such event of default under such trust agreement until the
effect of all such events of default with respect to such trust preferred
securities have been cured, waived or otherwise eliminated. Until all events of
default under such trust agreement with respect to such trust preferred
securities have been so cured, waived or otherwise eliminated, the property
trustee shall act solely on behalf of the holders of such trust preferred
securities and not on our behalf, and only the holders of such trust preferred
securities will have the right to direct the property trustee to act on their
behalf.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

      Pursuant to a trust agreement, a trust shall automatically dissolve upon
expiration of its term and shall dissolve on the first to occur of:

    .  certain events of bankruptcy, dissolution or liquidation of Wells
       Fargo;

                                       27
<PAGE>

    .  the written direction from us, as holder of the trust's common
       securities, to the property trustee to dissolve the trust and
       distribute a like amount of the corresponding junior subordinated
       debt securities to the holders of its trust securities, subject to
       our having received any required prior approval of the Federal
       Reserve;

    .  redemption of all of its trust preferred securities as described
       under "--Redemption or Exchange--Mandatory Redemption;" and

    .  the entry of an order for the dissolution of the trust by a court of
       competent jurisdiction.

      Except as set forth in the next sentence, if an early dissolution occurs
as described above, the property trustee will liquidate the trust as
expeditiously as possible by distributing, after satisfaction of liabilities to
creditors of such trust as provided by applicable law, to the holders of such
trust securities a like amount of the corresponding junior subordinated debt
securities. If the property trustee determines that such distribution is not
practical or if the early dissolution occurs as a result of the redemption of
trust preferred securities, then the holders will be entitled to receive out of
the assets of such trust available for distribution to holders and after
satisfaction of liabilities to creditors of such trust as provided by
applicable law, an amount equal to the aggregate liquidation amount plus
accrued and unpaid distributions to the date of payment. If such trust has
insufficient assets available to pay in full such aggregate liquidation
distribution, then the amounts payable directly by such trust on its trust
securities shall be paid on a pro rata basis, except as set forth under "--
Ranking of Common Securities."

EVENTS OF DEFAULT; NOTICE

      Any one of the following events constitutes an event of default under the
applicable trust agreement, or a trust event of default, regardless of the
reason for such event of default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body:

    .  the occurrence of an event of default under the junior subordinated
       indenture with respect to the corresponding junior subordinated debt
       securities held by such trust (see "Description of Junior
       Subordinated Debt Securities--Events of Default, Waiver and Notice");
       or

    .  the default by the property trustee in the payment of any
       distribution on any trust security of such trust when such becomes
       due and payable, and continuation of such default for a period of 30
       days; or

    .  the default by the property trustee in the payment of any redemption
       price of any trust security of such trust when such becomes due and
       payable; or

    .  the failure to perform or the breach, in any material respect, of any
       other covenant or warranty of the trustees in the applicable trust
       agreement for 90 days after the defaulting trustee or trustees have
       received written notice of the failure to perform or breach of
       warranty in the manner specified in such trust agreement; or


    .  the occurrence of certain events of bankruptcy or insolvency with
       respect to the property trustee and our failure to appoint a
       successor property trustee within 90 days.

      Within 90 days after any event of default actually known to the property
trustee occurs, the property trustee will transmit notice of such event of
default to the holders of the trust securities and

                                       28
<PAGE>

to the administrative trustees, unless such event of default shall have been
cured or waived. We, as depositor, and the administrative trustees are required
to file annually with the property trustee a certificate as to whether or not
we or they are in compliance with all the conditions and covenants applicable
to us and to them under the trust agreement.

      The existence of an event of default under the trust agreement, in and of
itself, with respect to the corresponding junior subordinated debt securities
does not entitle the holders of the related trust preferred securities to
accelerate the maturity of such debt securities.

REMOVAL OF TRUSTEES

      Unless an event of default under the junior subordinated indenture has
occurred and is continuing, the property trustee and/or the Delaware trustee
may be removed at any time by the holder of the common securities. The property
trustee and the Delaware trustee may be removed by the holders of a majority in
liquidation amount of the outstanding related trust preferred securities for
cause or if an event of default under the junior subordinated indenture has
occurred and is continuing. In no event will the holders of such trust
preferred securities have the right to vote to appoint, remove or replace the
administrative trustees, which voting rights are vested exclusively in us, as
the holder of the common securities. No resignation or removal of a trustee and
no appointment of a successor trustee shall be effective until the acceptance
of appointment by the successor trustee in accordance with the provisions of
the trust agreement.


CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

      Unless an event of default under the junior subordinated indenture shall
have occurred and be continuing, at any time or from time to time, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the trust property may at the time be
located, we, as the holder of the common securities, and the administrative
trustees shall have the power to appoint one or more persons either to act as a
co-trustee, jointly with the property trustee, of all or any part of such trust
property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such person or persons in such capacity any property, title, right or
power deemed necessary or desirable, subject to the provisions of such trust
agreement. If an event of default under the junior subordinated indenture has
occurred and is continuing, the property trustee alone shall have power to make
such appointment.

MERGER OR CONSOLIDATION OF TRUSTEES

      Any person into which the property trustee or the Delaware trustee if not
a natural person, may be merged or converted or with which it may be
consolidated, or any person resulting from any merger, conversion or
consolidation to which such trustee shall be a party, or any person succeeding
to all or substantially all the corporate trust business of such trustee, shall
be the successor of such trustee under the trust agreement, provided such
person shall be otherwise qualified and eligible.


MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUSTS

      A trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to us or any other person, except

                                       29
<PAGE>

as described below or as otherwise described in the applicable trust agreement.
Such trust may, at our request, with the consent of the administrative trustees
but without the consent of the holders of the applicable trust preferred
securities, the property trustee or the Delaware trustee, merge with or into,
consolidate, amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to, a trust organized as
such under the laws of any state if:

    .  such successor entity either:

      .  expressly assumes all of the obligations of such trust with
         respect to the trust preferred securities, or

      .  substitutes for the trust preferred securities other securities
         having substantially the same terms as the trust preferred
         securities, or the successor securities, so long as the successor
         securities rank the same as the trust preferred securities in
         priority with respect to distributions and payments upon
         liquidation, redemption and otherwise;

    .  we expressly appoint a trustee of such successor entity possessing
       the same powers and duties as the property trustee as the holder of
       the corresponding junior subordinated debt securities;

    .  such merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not cause the trust preferred securities,
       including any successor securities, to be downgraded by any
       nationally recognized statistical rating organization;


    .  such merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not adversely affect the rights, preferences
       and privileges of the holders of the trust preferred securities,
       including any successor securities, in any material respect;

    .  such successor entity has a purpose substantially identical to that
       of such trust;

    .  prior to such merger, consolidation, amalgamation, replacement,
       conveyance, transfer or lease, we have received an opinion from
       independent counsel to such trust experienced in such matters to the
       effect that:

      .  such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease does not adversely affect the
         rights, preferences and privileges of the holders of the trust
         preferred securities, including any successor securities, in any
         material respect, and

      .  following such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease, neither such trust nor such
         successor entity will be required to register as an investment
         company under the Investment Company Act; and

    .  we or any permitted successor or assignee owns all of the common
       securities of such successor entity and guarantees the obligations of
       such successor entity under the successor securities at least to the
       extent provided by the applicable guarantee.

      Notwithstanding the foregoing, a trust may not, except with the consent
of holders of 100% in liquidation amount of its trust preferred 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 the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                       30
<PAGE>

VOTING RIGHTS; AMENDMENT OF THE TRUST AGREEMENT

      Except as provided below and under "Description of Guarantees--Amendments
and Assignment" and as otherwise required by law and the applicable trust
agreement, the holders of trust preferred securities will have no voting
rights.

      We and the administrative trustees may amend a trust agreement without
the consent of the holders of its trust preferred securities, unless such
amendment will materially and adversely affect the interests of any holder of
trust preferred securities, to:

    .  cure any ambiguity, correct or supplement any provisions in such
       trust agreement that may be inconsistent with any other provision, or
       to make any other provisions with respect to matters or questions
       arising under such trust agreement, which may not be inconsistent
       with the other provisions of such trust agreement; or

    .  modify, eliminate or add to any provisions of such trust agreement to
       such extent as shall be necessary to ensure that such trust will be
       classified for United States federal income tax purposes as a grantor
       trust at all times that any trust securities are outstanding or to
       ensure that such trust will not be required to register as an
       "investment company" under the Investment Company Act.

      We, the administrative trustees and the property trustee may generally
amend a trust agreement with:


    .  the consent of holders representing not less than a majority, based
       upon liquidation amounts, of the outstanding trust preferred
       securities; and

    .  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 such trust's status
       as a grantor trust for United States federal income tax purposes or
       the trust's exemption from status as an "investment company" under
       the Investment Company Act.

      However, without the consent of each holder of trust securities, a trust
agreement may not be amended to:


    .  change the amount or timing of any distribution required to be made
       in respect of such trust securities as of a specified date; or

    .  restrict the right of a holder of such trust securities to institute
       a suit for the enforcement of any such payment on or after such date.

      So long as the property trustee holds any corresponding junior
subordinated debt securities, the trustees may not, without obtaining the prior
approval of the holders of a majority in aggregate liquidation amount of all
outstanding trust preferred securities:

    .  direct the time, method and place of conducting any proceeding for
       any remedy available to the junior subordinated trustee, or executing
       any trust or power conferred on the junior subordinated trustee with
       respect to such corresponding junior subordinated debt securities;

    .  waive any past default that is waivable under the junior subordinated
       indenture;

    .  exercise any right to rescind or annul a declaration that the
       principal of all the corresponding junior subordinated debt
       securities is due and payable; or


                                       31
<PAGE>

    .  consent to any amendment, modification or termination of the junior
       subordinated indenture or such corresponding junior subordinated debt
       securities, where such consent shall be required.

      If a consent under the junior subordinated indenture would require the
consent of each holder of corresponding junior subordinated debt securities
affected thereby, no such consent may be given by the property trustee without
the prior consent of each holder of the corresponding trust preferred
securities. The property trustee may not revoke any action previously
authorized or approved by a vote of the holders of the trust preferred
securities except by subsequent vote of the holders of the trust preferred
securities. The property trustee will notify each holder of the trust preferred
securities of any notice of default with respect to the corresponding junior
subordinated debt securities. In addition to obtaining the foregoing approvals
of the holders of the trust preferred securities, before taking any of the
foregoing actions, the trustees will obtain an opinion of counsel experienced
in such matters to the effect that such action would not cause such trust to be
classified as other than a grantor trust for United States federal income tax
purposes.

      Any required approval of holders of trust preferred securities may be
given at a meeting of holders of trust preferred securities convened for such
purpose or pursuant to written consent. The property trustee will cause a
notice of any meeting at which holders of trust preferred securities are
entitled to vote, or of any matter upon which action by written consent of such
holders is to be taken, to be given to each holder of record of trust preferred
securities in the manner set forth in the applicable trust agreement.

      No vote or consent of the holders of trust preferred securities will be
required for a trust to redeem and cancel its trust preferred securities in
accordance with the applicable trust agreement.

      Notwithstanding that holders of trust preferred securities are entitled
to vote or consent under any of the circumstances described above, any of the
trust preferred securities that are owned by us or our affiliates or the
trustees or any of their affiliates, shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

PAYMENT AND PAYING AGENT

      Payments on the trust preferred securities shall be made to the
depositary, which shall credit the relevant accounts at the depositary on the
applicable distribution dates. If any trust preferred securities are not held
by the depositary, such payments shall be made by check mailed to the address
of the holder as such address shall appear on the register.

      Unless otherwise specified in the applicable prospectus supplement, the
paying agent shall initially be Wells Fargo Bank Minnesota, N.A. and any co-
paying agent chosen by the property trustee and acceptable to us and to the
administrative trustees. The paying agent shall be permitted to resign as
paying agent upon 30 days' written notice to the administrative trustees and to
the property trustee. In the event that Wells Fargo Bank Minnesota shall no
longer be the paying agent, the property trustee will appoint a successor to
act as paying agent, which will be a bank or trust company acceptable to the
administrative trustees and to us.

REGISTRAR AND TRANSFER AGENT

      Unless otherwise specified in the applicable prospectus supplement, Wells
Fargo Bank Minnesota, N.A. will act as registrar and transfer agent for the
trust preferred securities.

                                       32
<PAGE>

      Registration of transfers of trust preferred securities will be effected
without charge by or on behalf of the applicable trust, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. A trust will not be required to register or cause to be
registered the transfer of its trust preferred securities after such trust
preferred securities have been called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

      Other than during the occurrence and continuance of an event of default
under the trust agreement, the property trustee undertakes to perform only the
duties that are specifically set forth in the applicable trust agreement. After
an event of default under the trust agreement, the property trustee must
exercise the same degree of care and skill as a prudent individual would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the property trustee is under no obligation to exercise any of the
powers vested in it by the applicable trust agreement at the request of any
holder of trust preferred securities unless it is offered indemnity
satisfactory to it by such holder against the costs, expenses and liabilities
that might be incurred. If no event of default under the trust agreement has
occurred and is continuing and the property trustee is required to decide
between alternative courses of action, construe ambiguous provisions in such
trust agreement or is unsure of the application of any provision of such trust
agreement, and the matter is not one upon which holders of trust preferred
securities are entitled under the applicable trust agreement to vote, then the
property trustee will take any action that we direct. If we do not provide
direction, the property trustee may take any action that it deems advisable and
in the best interests of the holders of the trust securities and will have no
liability except for its own bad faith, negligence or willful misconduct.

      We and our affiliates maintain certain accounts and other banking
relationships with the property trustee and its affiliates in the ordinary
course of business.

TRUST EXPENSES

      Pursuant to the applicable trust agreement, we, as depositor, agree to
pay:

    .  all debts and other obligations of the applicable trust (other than
       with respect to the trust preferred securities);

    .  all costs and expenses of such trust, including costs and expenses
       relating to the organization of such trust, the fees and expenses of
       the trustees and the cost and expenses relating to the operation of
       such trust; and

    .  any and all taxes and costs and expenses with respect thereto, other
       than United States withholding taxes, to which such trust might
       become subject.

GOVERNING LAW

      The trust agreements will be governed by and construed in accordance with
the laws of Delaware.

MISCELLANEOUS

      The administrative trustees are authorized and directed to conduct the
affairs of and to operate the applicable trust in such a way that it will not
be required to register as an "investment company" under the Investment Company
Act or characterized as other than a grantor trust for United States federal
income tax purposes. The administrative trustees are authorized and directed to
conduct their affairs so that the corresponding junior subordinated debt
securities will be treated as indebtedness of Wells Fargo for United States
federal income tax purposes.

                                       33
<PAGE>

      In this connection, we and the administrative trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of trust
of the applicable trust or the applicable trust agreement, that we and the
administrative trustees determine to be necessary or desirable to achieve such
end, as long as such action does not materially and adversely affect the
interests of the holders of the applicable trust preferred securities.

      Holders of the trust preferred securities have no preemptive or similar
rights.

      No trust may borrow money or issue debt or mortgage or pledge any of its
assets.

                               COMMON SECURITIES

      In connection with the issuance of trust preferred securities, the
applicable trust will issue one series of common securities. The prospectus
supplement relating to such issuance will specify the terms of such common
securities, including distributions, redemption, voting and liquidation rights.
Except for voting rights, the terms of the common securities will be
substantially identical to the terms of the trust preferred securities. The
common securities will rank equally, and payments will be made on the common
securities pro rata, with the trust preferred securities, except as set forth
under "Description of Trust Preferred Securities--Ranking of Common
Securities." Except in limited circumstances, the common securities of a trust
carry the right to vote to appoint, remove or replace any of the trustees of
that trust. We will own, directly or indirectly, all of the common securities
of the trusts.

                           DESCRIPTION OF GUARANTEES

      Set forth below is a summary of information concerning the guarantee that
we will execute and deliver for the benefit of the holders of trust preferred
securities when a trust issues trust securities. Each trust preferred
securities guarantee will be qualified as an indenture under the Trust
Indenture Act. The guarantee trustee for purposes of the Trust Indenture Act
will be named in the applicable prospectus supplement. The guarantee trustee
will hold the trust preferred securities guarantee for the benefit of the
holders of the trust preferred securities.

GENERAL

      Under a trust preferred securities guarantee, we will irrevocably and
unconditionally agree to pay in full to the holders of the trust securities,
except to the extent paid by the applicable trust, as and when due, regardless
of any defense, right of set-off or counterclaim which such trust may have or
assert, the following payments, which are referred to as guarantee payments,
without duplication:

    .  any accrued and unpaid distributions that are required to be paid on
       the trust preferred securities, to the extent such trust has funds
       available for distributions;

    .  the redemption price, plus all accrued and unpaid distributions
       relating to any trust preferred securities called for redemption by
       such trust, to the extent such trust has funds available for
       redemptions; and

    .  upon a voluntary or involuntary dissolution, winding-up or
       termination of such trust, other than in connection with the
       distribution of junior subordinated debt securities to the holders of
       trust preferred securities or the redemption of all of the trust
       preferred securities, the lesser of:

                                       34
<PAGE>

      .  the aggregate of the liquidation amount and all accrued and
         unpaid distributions on the trust preferred securities to the
         date of payment to the extent such trust has funds available; and

      .  the amount of assets of such trust remaining for distribution to
         holders of the trust preferred securities in liquidation of such
         trust.

The redemption price and liquidation amount will be fixed at the time the trust
preferred securities are issued.

      Our obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts to the holders of trust preferred securities or
by causing the applicable trust to pay such amounts to such holders.

      A trust preferred securities guarantee will not apply to any payment of
distributions except to the extent a trust shall have funds available for such
payments. If we do not make interest payments on the junior subordinated debt
securities purchased by a trust, such trust will not pay distributions on the
trust preferred securities and will not have funds available for such payments.
See "--Status of the Guarantees." Because we are a holding company, our rights
to participate in the assets of any of our subsidiaries upon the subsidiary's
liquidation or reorganization will be subject to the prior claims of the
subsidiary's creditors except to the extent that we may ourselves be a creditor
with recognized claims against the subsidiary. Except as otherwise described in
the applicable prospectus supplement, the trust preferred securities guarantees
do not limit the incurrence or issuance by us of other secured or unsecured
debt.

      A trust preferred securities guarantee, when taken together with our
obligations under the junior subordinated debt securities, the junior
subordinated indenture and the applicable trust agreement, including our
obligations to pay costs, expenses, debts and liabilities of the applicable
trust, other than those relating to trust securities, will provide a full and
unconditional guarantee on a subordinated basis of payments due on the trust
preferred securities.

      Unless otherwise specified in the applicable prospectus supplement, we
will also agree separately to irrevocably and unconditionally guarantee the
obligations of each trust with respect to the common securities to the same
extent as the trust preferred securities guarantees.


STATUS OF THE GUARANTEES

      A guarantee will be unsecured and will rank:

    .  subordinate and junior in right of payment to all our other
       liabilities in the same manner as the junior subordinated debt
       securities as set forth in the junior subordinated indenture; and

    .  equally with all other trust preferred security guarantees that we
       issue.

      A guarantee will constitute a guarantee of payment and not of collection,
which means that the guaranteed party may sue the guarantor to enforce its
rights under the guarantee without suing any other person or entity. A
guarantee will be held for the benefit of the holders of the related trust
securities. A guarantee will be discharged only by payment of the guarantee
payments in full to the extent not paid by the trust or upon the distribution
of the junior subordinated debt securities.


                                       35
<PAGE>

AMENDMENTS AND ASSIGNMENT

      A trust preferred securities guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding relevant trust preferred securities. No vote will be
required, however, for any changes that do not adversely affect the rights of
holders of such trust preferred securities in any material respect. All
guarantees and agreements contained in a trust preferred securities guarantee
will bind our successors, assignees, receivers, trustees and representatives
and will be for the benefit of the holders of the trust preferred securities
then outstanding.


TERMINATION OF THE GUARANTEES

      A trust preferred securities guarantee will terminate (1) upon full
payment of the redemption price of all related trust preferred securities, (2)
upon distribution of the corresponding junior subordinated debt securities to
the holders of the related trust securities or (3) upon full payment of the
amounts payable in accordance with the applicable trust agreement upon
liquidation of the trust. A trust preferred securities guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
holder of related trust preferred securities must restore payment of any sums
paid under the related trust preferred securities or the trust preferred
securities guarantee.


EVENTS OF DEFAULT

      An event of default under a trust preferred securities guarantee will
occur if we fail to perform any payment obligation or other obligation under
such guarantee.


      The holders of a majority in liquidation amount of the related trust
preferred securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the applicable trust preferred securities guarantee or to direct the
exercise of any trust or power conferred upon the guarantee trustee under the
guarantee. Any holder of related trust preferred securities may institute a
legal proceeding directly against us to enforce the guarantee trustee's rights
and our obligations under the applicable trust preferred securities guarantee,
without first instituting a legal proceeding against such trust, the guarantee
trustee or any other person or entity.

      As guarantor, we are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all applicable
conditions and covenants under the trust preferred securities guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

      Prior to the occurrence of a default relating to a trust preferred
securities guarantee, the guarantee trustee is required to perform only the
duties that are specifically set forth in such trust preferred securities
guarantee. Following the occurrence of a default, the guarantee trustee will
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Provided that the foregoing requirements
have been met, the guarantee trustee is under no obligation to exercise any of
the powers vested in it by the trust preferred securities guarantee at the
request of any holder of trust preferred securities, unless offered indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred thereby.


                                       36
<PAGE>

      We and our affiliates maintain certain accounts and other banking
relationships with the guarantee trustee and its affiliates in the ordinary
course of business.

GOVERNING LAW

      The trust preferred securities guarantees will be governed by and
construed in accordance with the internal laws of the state of New York.

          RELATIONSHIP AMONG TRUST PREFERRED SECURITIES, CORRESPONDING
               JUNIOR SUBORDINATED DEBT SECURITIES AND GUARANTEES

      As set forth in the applicable trust agreement, the sole purpose of a
trust is to issue the trust securities and to invest the proceeds in the
corresponding junior subordinated debt securities.

      As long as payments of interest and other payments are made when due on
the applicable series of junior subordinated debt securities, those payments
will be sufficient to cover the distributions and payments due on the related
trust securities. This is due to the following factors:

    .  the aggregate principal amount of such junior subordinated debt
       securities will be equal to the sum of the aggregate stated
       liquidation amount of such trust securities;

    .  the interest rate and the interest and other payment dates on such
       junior subordinated debt securities will match the distribution rate
       and distribution and other payment dates for such trust securities;

    .  under the junior subordinated indenture, we will pay, and the
       applicable trust will not be obligated to pay, directly or
       indirectly, all costs, expenses, debts and obligations of such trust,
       other than those relating to such trust securities; and

    .  the applicable trust agreement further provides that the trustees may
       not cause or permit the trust to engage in any activity that is not
       consistent with the purposes of the trust.

      To the extent that funds are available, we guarantee payments of
distributions and other payments due on trust preferred securities to the
extent described in this prospectus. If we do not make interest payments on the
applicable series of junior subordinated debt securities, the related trust
will not have sufficient funds to pay distributions on the trust preferred
securities. A trust preferred securities guarantee is a subordinated guarantee
in relation to the trust preferred securities. A trust preferred securities
guarantee does not apply to any payment of distributions unless and until such
trust has sufficient funds for the payment of such distributions. See
"Description of Guarantees."

      We have the right to set off any payment that we are otherwise required
to make under the junior subordinated indenture with any payment that we have
previously made or are concurrently on the date of such payment making under a
related guarantee.

      A trust preferred securities guarantee covers the payment of
distributions and other payments on the trust preferred securities only if and
to the extent that we have made a payment of interest or principal or other
payments on the corresponding junior subordinated debt securities. A trust
preferred securities guarantee, when taken together with our obligations under
the corresponding junior subordinated debt securities and the junior
subordinated indenture and our obligations under

                                       37
<PAGE>

the applicable trust agreement, will provide a full and unconditional guarantee
of distributions, redemption payments and liquidation payments on the related
trust preferred securities.

      If we fail to make interest or other payments on the junior subordinated
debt securities when due, taking account of any extension period, the
applicable trust agreement allows the holders of the related trust preferred
securities to direct the property trustee to enforce its rights under the
junior subordinated debt securities. If the property trustee fails to enforce
these rights, any holder of such trust preferred securities may directly sue us
to enforce such rights without first suing the property trustee or any other
person or entity. See "Description of Trust Preferred Securities--Voting
Rights; Amendment of the Trust Agreement."

      A holder of trust preferred securities may institute a direct action if
we fail to make interest or other payments on the junior subordinated debt
securities when due, taking account of any extension period. A direct action
may be brought without first:

    .  directing the property trustee to enforce the terms of the
       corresponding junior subordinated debt securities, or

    .  suing us to enforce the property trustee's rights under such junior
       subordinated debt securities. (Section 508)


In connection with such direct action, we will be subrogated to the rights of
such holder of trust preferred securities under the applicable trust agreement
to the extent of any payment made by us to such holder of trust preferred
securities. Consequently, we will be entitled to payment of amounts that a
holder of trust preferred securities receives in respect of an unpaid
distribution to the extent that such holder receives or has already received
full payment relating to such unpaid distribution from such trust.

      We acknowledge that the guarantee trustee will enforce the trust
preferred securities guarantees on behalf of the holders of the trust preferred
securities. If we fail to make payments under the trust preferred securities
guarantee, the holders of the related trust preferred securities may direct the
guarantee trustee to enforce its rights under such guarantee. If the guarantee
trustee fails to enforce the trust preferred securities guarantee, any holder
of trust preferred securities may directly sue us to enforce the guarantee
trustee's rights under the trust preferred securities guarantee. Such holder
need not first sue the applicable trust, the guarantee trustee, or any other
person or entity. A holder of trust preferred securities may also directly sue
us to enforce such holder's right to receive payment under the trust preferred
securities guarantees. Such holder need not first direct the guarantee trustee
to enforce the terms of the trust preferred securities guarantee or sue such
trust or any other person or entity.

      We and each trust believe that the above mechanisms and obligations,
taken together, are equivalent to a full and unconditional guarantee by us of
payments due on the trust preferred securities. See "Description of
Guarantees--General."

LIMITED PURPOSE OF TRUST

      Each trust's preferred securities evidence a beneficial interest in such
trust, and such trust exists for the sole purpose of issuing its trust
preferred securities and common securities and investing the proceeds in
corresponding junior subordinated debt securities issued by Wells Fargo. A
principal difference between the rights of a holder of a trust preferred
security and a holder of a corresponding junior subordinated debt security is
that a holder of a corresponding junior

                                       38
<PAGE>

subordinated debt security is entitled to receive from us the principal amount
of and interest accrued on such corresponding junior subordinated debt
securities held, while a holder of trust preferred securities is entitled to
receive distributions from such trust, or from us under the related guarantee,
if and to the extent such trust has funds available for the payment of such
distributions.

RIGHTS UPON DISSOLUTION

      Upon any voluntary or involuntary dissolution, winding up or liquidation
of a trust involving the liquidation of the corresponding junior subordinated
debt securities, after satisfaction of liabilities to creditors of such trust,
the holders of the related trust preferred securities will be entitled to
receive, out of the assets held by such trust, the liquidation distribution in
cash. See "Description of Trust Preferred Securities--Liquidation Distribution
Upon Termination." Upon any voluntary or involuntary liquidation or bankruptcy
of Wells Fargo, the property trustee, as holder of the corresponding junior
subordinated debt securities, would be a subordinated creditor of Wells Fargo,
subordinated in right of payment to all Senior Debt as set forth in the junior
subordinated indenture, but entitled to receive payment in full of principal
and interest before any of our stockholders receive distributions. Since we are
the guarantor under the guarantee and have agreed to pay for all costs,
expenses and liabilities of each trust, other than such trust's obligations to
the holders of its trust preferred securities, the positions of a holder of
such trust preferred securities and a holder of such corresponding junior
subordinated debt securities relative to other creditors and to our
stockholders in the event of liquidation or bankruptcy are expected to be
substantially the same.

                              PLAN OF DISTRIBUTION

      We and the trusts may sell the securities offered under this prospectus
through agents, through underwriters or dealers or directly to one or more
purchasers. We may also offer the securities in exchange for our outstanding
indebtedness.

      Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933, and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.

      The distribution of the securities offered under this prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.

      We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe in the
applicable prospectus supplement how any auction will be conducted to determine
the price or any other terms of the securities, how potential investors may
participate in the auction and, where applicable, the nature of the
underwriters' obligations with respect to the auction.


                                       39
<PAGE>

      If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will set
forth the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.

      If the applicable prospectus supplement indicates, we or a trust will
authorize dealers or agents to solicit offers by institutions to purchase
offered securities under contracts that provide for payment and delivery on a
future date. We or a trust must approve all institutions, but they may include,
among others:

    .  commercial and savings banks;

    .  insurance companies;

    .  pension funds;

    .  investment companies; and

    .  educational and charitable institutions.

The institutional purchaser's obligations under the contract are only subject
to the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and
agents will not be responsible for the validity or performance of the
contracts.

      One or more of our indirectly, wholly-owned subsidiaries, Wells Fargo
Brokerage Services, LLC, Wells Fargo Investments, LLC, Wells Fargo Van Kasper,
LLC or Wells Fargo Institutional Securities, LLC, may help place some of the
securities offered under this prospectus. If this occurs, the placement will
comply with Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. and will be made under an agreement between us and the
applicable subsidiary. This agreement will authorize such subsidiary to contact
its existing customers, which are financial institutions and sophisticated
investors, to inform them that the securities offered by this prospectus can be
purchased from us. Such subsidiary will forward any orders for such securities
to us for acceptance. We will pay such subsidiary a commission at the same rate
as the commissions we pay to the other agents that are offering securities
under the same prospectus supplement.


      We and the trusts may have agreements with the underwriters, dealers and
agents, including WFBS, to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect
to payments which the underwriters, dealers or agents may be required to make
as a result of those certain civil liabilities.

      If we offer bearer debt securities under this prospectus, each
underwriter, dealer and agent that participates in the distribution of any
original issuance of bearer debt securities will agree not to offer, sell or
deliver bearer debt securities to a United States citizen or to any person
within the United States, unless federal law permits otherwise.

      When we or a trust issue securities, they may be new securities with no
established trading market. If we or a trust sell a security offered by this
prospectus to an underwriter for public offering and sale, the underwriter may
make a market for that security, but the underwriter will not be obligated to
do so and could discontinue any market making without notice at any time.
Therefore, we cannot give any assurances to you concerning the liquidity of any
security offered by this prospectus.

      Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

                                       40
<PAGE>

                                 LEGAL OPINIONS

      Laurel A. Holschuh, who is our Senior Vice President and Assistant
General Counsel, or another of our lawyers, will issue an opinion about the
legality of the securities offered by this prospectus. Ms. Holschuh owns, or
has the right to acquire, a number of shares of our common stock which
represents less than 0.1% of the total outstanding common stock. Certain legal
matters will be passed upon for any underwriters or agents by Gibson, Dunn &
Crutcher LLP, San Francisco, California. Gibson, Dunn & Crutcher LLP represents
us and certain of our subsidiaries in other legal matters. Our counsel may rely
on Gibson, Dunn & Crutcher LLP as to matters of New York law.

                                    EXPERTS

      The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2000 have been incorporated by
reference in this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on our consolidated financial
statements issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in this prospectus in reliance upon their report and said authority.

                                       41
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrants in connection with the issuance and
distribution of the securities being registered:

<TABLE>
      <S>                                                              <C>
      Registration Fee...............................................  $375,000
      Legal Fees and Expenses*.......................................   100,000
      Trustee Fees and Expenses*.....................................    25,000
      Accounting Fees and Expenses*..................................    55,000
      Blue Sky and Legal Investment Fees and Expenses*...............    25,000
      Printing and Engraving Fees*...................................    80,000
      Rating Agency Fees*............................................   200,000
      Listing Fees*..................................................    50,000
      Miscellaneous*.................................................    22,500
                                                                       --------
      Total*.........................................................  $932,500
                                                                       ========
</TABLE>
- -------------
*Estimated pursuant to instruction to Item 511 of Regulation S-K.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with litigation. Article Fourteenth of the restated certificate of
incorporation of Wells Fargo & Company ("Wells Fargo") provides for broad
indemnification of directors and officers. Wells Fargo also maintains insurance
coverage relating to certain liabilities of directors and officers.

      Pursuant to the terms of forms of underwriting agreements and form of
distribution agreement filed as Exhibits 1(a), 1(b), 1(c) and 1(d) to this
Registration Statement, the directors and officers of the Registrants will be
indemnified against certain civil liabilities that they may incur under the
Securities Act of 1933 in connection with this Registration Statement and the
related Prospectus and applicable Prospectus Supplement.

ITEM 16. EXHIBITS

      The following Exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
      <C>  <S>
      1(a) Form of Underwriting Agreement for Debt Securities.

      1(b) Form of Underwriting Agreement for Preferred Stock (incorporated by
           reference to the same numbered exhibit to Amendment No. 1 to Wells
           Fargo's Registration Statement on Form S-3 dated June 15, 1999).

      1(c) Form of Distribution Agreement (incorporated by reference to the
           same numbered exhibit to Amendment No. 1 to Wells Fargo's
           Registration Statement on Form S-3 dated June 15, 1999).

      1(d) Form of Underwriting Agreement for Preferred Securities.

</TABLE>


                                      II-1
<PAGE>

<TABLE>
<CAPTION>
      <C>  <S>
      4(a) Restated Certificate of Incorporation, as amended (incorporated by
           reference to Exhibit 3(b) to Wells Fargo's Current Report on Form 8-
           K dated June 28, 1993, Exhibit 3 to Wells Fargo's Current Report on
           Form 8-K dated July 3, 1995, and Exhibits 3(b) and 3(c) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(b) Certificate of Amendment of Certificate of Incorporation
           (incorporated by reference to Exhibit 3(b) to Wells Fargo's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).

      4(c) Certificate of Change of Location of Registered Office and Change of
           Registered Agent (incorporated by reference to Exhibit 3(b) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended June 30,
           1999).

      4(d) Certificate of Designations for ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 4 to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1994).

      4(e) Certificate of Designations for 1995 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 4 to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1995).

      4(f) Certificate of Designations for 1996 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated February 26, 1996).

      4(g) Certificate of Designations for 1997 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 14, 1997).

      4(h) Certificate of Designations for 1998 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 20, 1998).

      4(i) Certificate of Designations for 1999 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3(b) to Wells
           Fargo's Current Report on Form 8-K dated April 21, 1999).

      4(j) Certificate of Designations for 2000 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3(o) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 2000).

      4(k) Certificate of Designations for 2001 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 17, 2001).

      4(l) Certificate of Designations for Adjustable Cumulative Preferred
           Stock, Series B (incorporated by reference to Exhibit 3(j) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(m) Certificate of Designations for Fixed/Adjustable Rate Noncumulative
           Preferred Stock, Series H (incorporated by reference to Exhibit 3(k)
           to Wells Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(n) Certificate of Designations for Series C Junior Participating
           Preferred Stock (incorporated by reference to Exhibit 3(l) to Wells
           Fargo's Annual Report on Form 10-K for the year ended December 31,
           1998).

</TABLE>



                                      II-2
<PAGE>

<TABLE>
<CAPTION>
      <C>   <S>
      4(o)  Certificate Eliminating the Certificate of Designations for
            Cumulative Convertible Preferred Stock, Series B (incorporated by
            reference to Exhibit 3(a) to Wells Fargo's Current Report on Form
            8-K dated November 1, 1995).

      4(p)  Certificate Eliminating the Certificate of Designations for 10.24%
            Cumulative Preferred Stock (incorporated by reference to Exhibit 3
            to Wells Fargo's Current Report on Form 8-K dated February 20,
            1996).

      4(q)  Certificate Eliminating the Certificate of Designations for Series
            A Junior Participating Preferred Stock (incorporated by reference
            to Exhibit 3(a) to Wells Fargo's Current Report on Form 8-K dated
            April 21, 1999).

      4(r)  Certificate Eliminating the Certificate of Designations for
            Cumulative Tracking Preferred Stock (incorporated by reference to
            Exhibit 3(o) to Well Fargo's Annual Report on Form 10-K for the
            year ended December 31, 1999).

      4(s)  By-Laws (incorporated by reference to Exhibit 3(m) to Wells Fargo's
            Annual Report on Form 10-K for the year ended December 31, 1998).

      4(t)  Rights Agreement, dated as of October 21, 1998, between Norwest
            Corporation (now named Wells Fargo & Company) and ChaseMellon
            Shareholder Services, L.L.C., as Rights Agent (incorporated by
            reference to Exhibit 4.1 to Wells Fargo's Registration Statement on
            Form 8-A dated October 21, 1998).

      4(u)  Form of Senior Indenture (incorporated by reference to Exhibit 4(q)
            to Amendment No. 1 to Wells Fargo's Registration Statement on
            Form S-3 dated June 15, 1999).

      4(v)  Form of Subordinated Indenture (incorporated by reference to
            Exhibit 4(r) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(w)  Form of Junior Subordinated Indenture.

      4(x)  Forms of Registered Medium-Term Notes.

      4(y)  Form of Senior Note (incorporated by reference to Exhibit 4(t) to
            Amendment No. 1 to Wells Fargo's Registration Statement on Form S-3
            dated June 15, 1999).

      4(z)  Form of Subordinated Note (incorporated by reference to
            Exhibit 4(u) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(aa) Form of Junior Subordinated Note.

      4(bb) Form of Certificate of Designations of Powers, Preferences and
            Rights of Preferred Stock (incorporated by reference to
            Exhibit 4(v) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(cc) Form of Preferred Stock Certificate (incorporated by reference to
            Exhibit 4(w) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(dd) Form of Convertible Preferred Stock Certificate (incorporated by
            reference to Exhibit 4(x) to Amendment No. 1 to Wells Fargo's
            Registration Statement on Form S-3 dated June 15, 1999).

</TABLE>


                                      II-3
<PAGE>


<TABLE>
<CAPTION>
      <C>   <S>
      4(ee) Form of Convertible Preferred Stock Certificate (incorporated by
            reference to Exhibit 4(x) to Amendment No. 1 to Wells Fargo's
            Registration Statement on Form S-3 dated June 15, 1999).

      4(ff) Form of Deposit Agreement, including form of Depositary Receipt
            (incorporated by reference to Exhibit 4(y) to Amendment No. 1 to
            Wells Fargo's Registration Statement on Form S-3 dated June 15,
            1999).

      4(gg) Form of Debt Warrant Agreement, including form of Debt Warrant
            Certificate (incorporated by reference to Exhibit 4(z) to
            Amendment No. 1 to Wells Fargo's Registration Statement on Form S-3
            dated June 15, 1999).

      4(hh) Form of Preferred Stock Warrant Agreement, including form of
            Preferred Stock Warrant Certificate (incorporated by reference to
            Exhibit 4(a)(a) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(ii) Form of Common Stock Warrant Agreement, including form of Common
            Stock Warrant Certificate (incorporated by reference to
            Exhibit 4(b)(b) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(jj) Form of Common Stock Certificate (incorporated by reference to
            Exhibit 4(c)(c) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(kk) Certificates of Trust of each of Wells Fargo Capital IV, Wells
            Fargo Capital V, Wells Fargo Capital VI and Wells Fargo Capital VII
            (the "Trusts") (previously filed with Registration Statement on
            Form S-3 filed August 8, 2001).

      4(ll) Declarations of Trust and Trust Agreements of each of the Trusts
            (previously filed with Registration Statement on Form S-3 filed
            August 8, 2001).

      4(mm) Form of Amended and Restated Declaration of Trust and Trust
            Agreement.

      4(nn) Form of Preferred Security Certificate (included as part of Exhibit
            4(mm)).

      4(oo) Form of Guarantee Agreement.

            Wells Fargo and certain of its consolidated subsidiaries have
            outstanding certain long-term debt. No individual series of such
            debt exceeds 10% of the total assets of Wells Fargo and its
            consolidated subsidiaries. Copies of instruments with respect to
            long-term debt will be furnished to the Commission upon request.

      5(a)  Opinion of Assistant General Counsel of Wells Fargo (previously
            filed with Registration Statement on Form S-3 filed August 8,
            2001).

      5(b)  Opinion of Richards, Layton & Finger (previously filed with
            Registration Statement on Form S-3 filed August 8, 2001).

      12    Computations of ratio of earnings to fixed charges and ratio of
            earnings to fixed charges and Preferred Stock dividends
            (incorporated by reference to Exhibits 99(a) and 99(b) to Wells
            Fargo's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2001).

      23(a) Consent of Assistant General Counsel of Wells Fargo (included as
            part of Exhibit 5(a)).

      23(b) Consent of Richards, Layton & Finger (included as part of
            Exhibit 5(b)).

      23(c) Consent of KPMG LLP.

      24(a) Powers of Attorney of Wells Fargo (previously filed with
            Registration Statement on Form S-3 filed on August 8, 2001).

      24(b) Powers of Attorney of each Trust (included as part of Exhibit
            4(ll)).
</TABLE>


                                      II-4
<PAGE>

ITEM 17. UNDERTAKINGS

      (a)Each of the undersigned Registrants hereby undertakes:

          (1)To file, during any period in which offers or sales are being
    made, a post-effective amendment to this Registration Statement:

                  (i)to include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

                  (ii)to reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in the Registration Statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            Registration Statement;

                  (iii)to include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
    if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the
    Registrants pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 that are incorporated by reference in the Registration
    Statement.

          (2)That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be
    deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.

          (3)To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the termination of the offering.

      (b) Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                      II-5
<PAGE>

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of each Registrant pursuant to the foregoing provisions, or otherwise,
each of the Registrants has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
Registrant of expenses incurred or paid by a director, officer, or controlling
person of such Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, such Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

      (d) Each of the undersigned Registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

                                      II-6
<PAGE>

                                   SIGNATURES

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON AUGUST 15, 2001.


                                      WELLS FARGO & COMPANY

                                           /s/ Richard M. Kovacevich

                                      By: _____________________________________
                                                Richard M. Kovacevich
                                       Chairman, President and Chief Executive
                                                       Officer

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
TRUSTS CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT THEY MEET ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAVE DULY CAUSED THIS AMENDMENT
TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA,
ON AUGUST 15, 2001.


                                      WELLS FARGO CAPITAL IV
                                      WELLS FARGO CAPITAL V
                                      WELLS FARGO CAPITAL VI
                                      WELLS FARGO CAPITAL VII

                                      By:Wells Fargo & Company, as Agent

                                           /s/ Richard M. Kovacevich

                                      By: _____________________________________
                                       Richard M. Kovacevich, Attorney-in-Fact

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO REGISTRATION STATEMENT HAS BEEN SIGNED ON AUGUST 15, 2001 BY THE FOLLOWING
PERSONS IN THE CAPACITIES WITH WELLS FARGO & COMPANY INDICATED:



                                 Chairman, President and Chief Executive
/s/ Richard M. Kovacevich           Officer

__________________________________
 Richard M. Kovacevich              (Principal Executive Officer)


                                 Executive Vice President and Chief
/s/ Howard I. Atkins                Financial Officer

__________________________________
 Howard I. Atkins                   (Principal Financial Officer)


                                 Senior Vice President and Controller
/s/ Les L. Quock

__________________________________  (Principal Accounting Officer)
 Les L. Quock

LESLIE S. BILLER
J.A. BLANCHARD III
MICHAEL R. BOWLIN
DAVID A. CHRISTENSEN
SPENCER F. ECCLES
SUSAN E. ENGEL
ROBERT L. JOSS
REATHA CLARK KING
RICHARD M. KOVACEVICH                 A majority of the Board of Directors of
RICHARD D. McCORMICK                  Wells Fargo & Company*
CYNTHIA H. MILLIGAN
BENJAMIN F. MONTOYA
PHILIP J. QUIGLEY
DONALD B. RICE
JUDITH M. RUNSTAD
SUSAN G. SWENSON
MICHAEL W. WRIGHT
- ------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by the directors named and filed with the Securities and
Exchange Commission on behalf of such directors.

                                            /s/ Richard M. Kovacevich

                                      _________________________________________
                                          Richard M. Kovacevich, Attorney-in-
                                                         Fact


                                      II-7
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 1(a)   Form of Underwriting Agreement for Debt Securities.        Electronic
                                                                   Transmission

 1(b)   Form of Underwriting Agreement for Preferred Stock
        (incorporated by reference to the same numbered exhibit
        to Amendment No. 1 to Wells Fargo's Registration
        Statement on Form S-3 dated June 15, 1999).

 1(c)   Form of Distribution Agreement (incorporated by
        reference to the same numbered exhibit to Amendment No.
        1 to Wells Fargo's Registration Statement on Form S-3
        dated June 15, 1999).

 1(d)   Form of Underwriting Agreement for Preferred Securities.   Electronic
                                                                   Transmission

 4(a)   Restated Certificate of Incorporation, as amended
        (incorporated by reference to Exhibit 3(b) to Wells
        Fargo's Current Report on Form 8-K dated June 28, 1993,
        Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated July 3, 1995, and Exhibits 3(b) and 3(c) to Wells
        Fargo's Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1998).

 4(b)   Certificate of Amendment of Certificate of Incorporation
        (incorporated by reference to Exhibit 3(b) to Wells
        Fargo's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 2001).

 4(c)   Certificate of Change of Location of Registered Office
        and Change of Registered Agent (incorporated by
        reference to Exhibit 3(b) to Wells Fargo's Quarterly
        Report on Form 10-Q for the quarter ended June 30,
        1999).

 4(d)   Certificate of Designations for ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 4 to Wells Fargo's Quarterly Report on Form
        10-Q for the quarter ended March 31, 1994).

 4(e)   Certificate of Designations for 1995 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 4 to Wells Fargo's Quarterly Report on Form
        10-Q for the quarter ended March 31, 1995).

 4(f)   Certificate of Designations for 1996 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated February 26, 1996).

 4(g)   Certificate of Designations for 1997 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated April 14, 1997).

 4(h)   Certificate of Designations for 1998 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated April 20, 1998).

 4(i)   Certificate of Designations for 1999 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3(b) to Wells Fargo's Current Report on Form
        8-K dated April 21, 1999).

 4(j)   Certificate of Designations for 2000 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3(o) to Wells Fargo's Quarterly Report on
        Form 10-Q for the quarter ended March 31, 2000).

</TABLE>




                                       1
<PAGE>


<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 4(k)   Certificate of Designations for 2001 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference
        to Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated April 17, 2001).

 4(l)   Certificate of Designations for Adjustable Cumulative
        Preferred Stock, Series B (incorporated by reference to
        Exhibit 3(j) to Wells Fargo's Quarterly Report on Form
        10-Q for the quarter ended September 30, 1998).

 4(m)   Certificate of Designations for Fixed/Adjustable Rate
        Noncumulative Preferred Stock, Series H (incorporated by
        reference to Exhibit 3(k) to Wells Fargo's Quarterly
        Report on Form 10-Q for the quarter ended September 30,
        1998).

 4(n)   Certificate of Designations for Series C Junior
        Participating Preferred Stock (incorporated by reference
        to Exhibit 3(l) to Wells Fargo's Annual Report on
        Form 10-K for the year ended December 31, 1998).



 4(o)   Certificate Eliminating the Certificate of Designations
        for Cumulative Convertible Preferred Stock, Series B
        (incorporated by reference to Exhibit 3(a) to Wells
        Fargo's Current Report on Form 8-K dated November 1,
        1995).

 4(p)   Certificate Eliminating the Certificate of Designations
        for 10.24% Cumulative Preferred Stock (incorporated by
        reference to Exhibit 3 to Wells Fargo's Current Report
        on Form 8-K dated February 20, 1996).

 4(q)   Certificate Eliminating the Certificate of Designations
        for Series A Junior Participating Preferred Stock
        (incorporated by reference to Exhibit 3(a) to Wells
        Fargo's Current Report on Form 8-K dated April 21,
        1999).

 4(r)   Certificate Eliminating the Certificate of Designations
        for Cumulative Tracking Preferred Stock (incorporated by
        reference to Exhibit 3(o) to Well Fargo's Annual Report
        on Form 10-K for the year ended December 31, 1999).

 4(s)   By-Laws (incorporated by reference to Exhibit 3(m) to
        Wells Fargo's Annual Report on Form 10-K for the year
        ended December 31, 1998).

 4(t)   Rights Agreement, dated as of October 21, 1998, between
        Norwest Corporation (now named Wells Fargo & Company)
        and ChaseMellon Shareholder Services, L.L.C., as Rights
        Agent (incorporated by reference to Exhibit 4.1 to Wells
        Fargo's Registration Statement on Form 8-A dated October
        21, 1998).

 4(u)   Form of Senior Indenture (incorporated by reference to
        Exhibit 4(q) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(v)   Form of Subordinated Indenture (incorporated by
        reference to Exhibit 4(r) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(w)   Form of Junior Subordinated Indenture.                     Electronic
                                                                   Transmission

 4(x)   Forms of Registered Medium-Term Notes.                     Electronic
                                                                   Transmission

</TABLE>




                                       2
<PAGE>


<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 4(y)   Form of Senior Note (incorporated by reference to
        Exhibit 4(t) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(z)   Form of Subordinated Note (incorporated by reference to
        Exhibit 4(u) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(aa)  Form of Junior Subordinated Note.                          Electronic
                                                                   Transmission

 4(bb)  Form of Certificate of Designations of Powers,
        Preferences and Rights of Preferred Stock (incorporated
        by reference to Exhibit 4(v) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(cc)  Form of Preferred Stock Certificate (incorporated by
        reference to Exhibit 4(w) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(dd)  Form of Convertible Preferred Stock Certificate
        (incorporated by reference to Exhibit 4(x) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ee)  Form of Convertible Preferred Stock Certificate
        (incorporated by reference to Exhibit 4(x) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ff)  Form of Deposit Agreement, including form of Depositary
        Receipt (incorporated by reference to Exhibit 4(y) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(gg)  Form of Debt Warrant Agreement, including form of Debt
        Warrant Certificate (incorporated by reference to
        Exhibit 4(z) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(hh)  Form of Preferred Stock Warrant Agreement, including
        form of Preferred Stock Warrant Certificate
        (incorporated by reference to Exhibit 4(a)(a) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ii)  Form of Common Stock Warrant Agreement, including form
        of Common Stock Warrant Certificate (incorporated by
        reference to Exhibit 4(b)(b) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(jj)  Form of Common Stock Certificate (incorporated by
        reference to Exhibit 4(c)(c) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(kk)  *Certificates of Trust of each of Wells Fargo Capital
        IV, Wells Fargo Capital V, Wells Fargo Capital VI and
        Wells Fargo Capital VII (the "Trusts").

 4(ll)  *Declarations of Trust and Trust Agreements of each of
        the Trusts.

 4(mm)  Form of Amended and Restated Declaration of Trust and      Electronic
        Trust Agreement.                                           Transmission

</TABLE>




                                       3
<PAGE>


<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 4(nn)  Form of Preferred Security Certificate (included as part
        of Exhibit 4(mm)).

 4(oo)  Form of Guarantee Agreement.                               Electronic
                                                                   Transmission

        Wells Fargo and certain of its consolidated subsidiaries
        have outstanding certain long-term debt. No individual
        series of such debt exceeds 10% of the total assets of
        Wells Fargo and its consolidated subsidiaries. Copies of
        instruments with respect to long-term debt will be
        furnished to the Commission upon request.

 5(a)   *Opinion of Assistant General Counsel of Wells Fargo.

 5(b)   *Opinion of Richards, Layton & Finger.

 12     Computations of ratio of earnings to fixed charges and
        ratio of earnings to fixed charges and Preferred Stock
        dividends (incorporated by reference to Exhibits 99(a)
        and 99(b) to Wells Fargo's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 2001).

 23(a)  Consent of Assistant General Counsel of Wells Fargo
        (included as part of Exhibit 5(a)).

 23(b)  Consent of Richards, Layton & Finger (included as part
        of Exhibit 5(b)).

 23(c)  Consent of KPMG LLP.                                       Electronic
                                                                   Transmission

 24(a)  *Powers of Attorney of Wells Fargo.

 24(b)  Powers of Attorney of each Trust (included as part of
        Exhibit 4(ll)).
</TABLE>

- --------

*  Previously filed.


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.A
<SEQUENCE>3
<FILENAME>dex1a.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT FOR DEBT SECURITIES
<TEXT>
<PAGE>

                                                                    Exhibit 1(a)


                              Wells Fargo & Company


                                $_______________


             _____% [Subordinated] [Notes] due ____________, 20____


                         Form of Underwriting Agreement


                                                             ____________, 200__



To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Ladies and Gentlemen:

     Wells Fargo & Company, a Delaware corporation (the "Company"), proposes to
sell to the underwriters named in Schedule II hereto (the "Underwriters"), for
whom you are acting as Representatives (the "Representatives"), the principal
amount of its securities identified in Schedule I hereto (the "Securities"), to
be issued under the indenture identified in Schedule I hereto (the "Indenture"),
with ___________________________, as trustee (the "Trustee"). If the firm or
firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and "Representatives", as used
herein, shall each be deemed to refer to such firm or firms.

     1. Representations and Warranties. The Company represents and warrants to,
and agrees with, each Underwriter that:

          (a) The Company meets the requirements for use of Form S-3 under the
     Securities Act of 1933 (the "Act") and has filed with the Securities and
     Exchange Commission (the "Commission") a registration statement on such
     Form (the file number of which is set forth in Schedule I hereto), which
     has become effective, for the registration under the Act of the Securities.
     The Company proposes to file with the Commission pursuant to Rule 424 under
     the Act a supplement to the form of prospectus included in such
     registration statement relating to the Securities in the form heretofore
     delivered to you. Such registration statement, including all exhibits
     thereto (but excluding Form T-1), as amended at the date of this Agreement,
     is hereinafter called the "Registration Statement"; such prospectus in the
     form in which it appears in the Registration Statement is hereinafter
     called the "Basic Prospectus" and such supplemented form of prospectus, in
     the form in which it shall be filed with the Commission
<PAGE>

     pursuant to Rule 424(b) (including the Basic Prospectus as so supplemented)
     is hereinafter called the "Final Prospectus". Any preliminary form of the
     Final Prospectus which has heretofore been filed pursuant to Rule 424 is
     hereinafter called the "Preliminary Final Prospectus". Any reference herein
     to the Registration Statement, the Basic Prospectus, any Preliminary Final
     Prospectus or the Final Prospectus shall be deemed to refer to and include
     the documents incorporated by reference therein pursuant to Item 12 of Form
     S-3 which were filed under the Securities Exchange Act of 1934 (the
     "Exchange Act") on or before the date of this Agreement, or the issue date
     of the Basic Prospectus, any Preliminary Final Prospectus or the Final
     Prospectus, as the case may be; and any reference herein to the terms
     "amend", "amendment" or "supplement" with respect to the Registration
     Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus shall be deemed to refer to and include the filing of any
     document under the Exchange Act after the date of this Agreement, or the
     issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus, as the case may be, and deemed to be incorporated therein
     by reference.

          (b) As of the date hereof, when the Final Prospectus is first filed
     pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as
     hereinafter defined), any amendment to the Registration Statement becomes
     effective (including the filing of any document incorporated by reference
     in the Registration Statement), when any supplement to the Final Prospectus
     is filed with the Commission and at the Closing Date (as hereinafter
     defined), (i) the Registration Statement, as amended as of any such time,
     and the Final Prospectus, as amended or supplemented as of any such time,
     and the Indenture will comply in all material respects with the applicable
     requirements of the Act, the Trust Indenture Act of 1939 (the "Trust
     Indenture Act") and the Exchange Act and the respective rules thereunder
     and (ii) neither the Registration Statement, as amended as of any such
     time, nor the Final Prospectus, as amended or supplemented as of any such
     time, will contain any untrue statement of a material fact or omit to state
     any material fact required to be stated therein or necessary in order to
     make the statements therein not misleading; provided, however, that the
     Company makes no representations or warranties as to (i) that part of the
     Registration Statement which shall constitute the Statement of Eligibility
     and Qualification (Form T-1) under the Trust Indenture Act of the Trustee,
     or (ii) the information contained in or omitted from the Registration
     Statement or the Final Prospectus or any amendment thereof or supplement
     thereto in reliance upon and in conformity with information furnished in
     writing to the Company by or on behalf of any Underwriter through the
     Representatives specifically for use in connection with the preparation of
     the Registration Statement and the Final Prospectus.

     2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the


                                       2
<PAGE>

purchase price set forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule II hereto.

     3. Delivery and Payment. Delivery of and payment for the Securities shall
be made at the office, on the date and at the time specified in Schedule I
hereto, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 8 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price thereof
in the manner set forth in Schedule I hereto. The Company will deliver against
payment of the purchase price the Securities in the form of one or more
permanent global securities in definitive form deposited with or on behalf of
the Trustee as custodian for The Depository Trust Company ("DTC") for credit to
the respective accounts of the Underwriters and registered in the name of Cede &
Co., as nominee for DTC. Interests in the permanent global Securities will be
held only in book-entry form through DTC, except in the limited circumstances
described in the Final Prospectus.

     4. Agreements. The Company agrees with the several Underwriters that:

          (a) The Company will provide to counsel for the Underwriters one
     manually executed copy of the Registration Statement, including all
     exhibits thereto, in the form it became effective and all amendments
     thereto. Prior to the Closing Date, the Company will not file any amendment
     of the Registration Statement or supplement (including the Final
     Prospectus) to the Basic Prospectus unless the Company has furnished you a
     copy for your review prior to filing and will not file any such proposed
     amendment or supplement to which you reasonably object promptly after
     notice thereof. Neither the Representatives' consent to, nor the
     Underwriters' delivery of, any such amendment or supplement shall
     constitute a waiver of any of the conditions set forth in Section 5 hereof.
     Subject to the foregoing sentence, the Company will cause the Final
     Prospectus to be filed pursuant to Rule 424(b) under the Act not later than
     the close of business on the second business day following the execution
     and delivery of this Agreement. The Company will promptly advise the
     Representatives (i) when the Final Prospectus shall have been filed with
     the Commission pursuant to Rule 424(b), (ii) when any amendment to the
     Registration Statement relating to the Securities shall have become
     effective, (iii) of any request by the Commission for any amendment of the
     Registration Statement or amendment of or supplement to the Final
     Prospectus or for any additional information, (iv) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or the institution or threatening of any proceeding
     for that purpose and (v) of the receipt by the Company of any notification
     with respect to the suspension of the qualification of the Securities for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose. In the event of the issuance of any stop order preventing
     or suspending the use of any Preliminary Final Prospectus or Final
     Prospectus, the Company will use promptly its best efforts to obtain its
     withdrawal.


                                       3
<PAGE>

          (b) If, at any time when a prospectus relating to the Securities is
     required to be delivered under the Act, any event occurs as a result of
     which the Final Prospectus as then amended or supplemented would include
     any untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein in the light of the circumstances
     under which they were made not misleading, or if it shall be necessary to
     amend or supplement the Final Prospectus to comply with the Act or the
     Exchange Act or the respective rules thereunder, the Company will promptly
     notify you and will, upon your request, prepare and file with the
     Commission an amendment or supplement which will correct such statement or
     omission or an amendment which will effect such compliance. Neither the
     Representatives' request for, nor the Underwriters' delivery of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 5 hereof.

          (c) As soon as practicable, the Company will make generally available
     to its security holders an earnings statement or statements of the Company
     and its subsidiaries which will satisfy the provisions of Section 11(a) of
     the Act.

          (d) The Company will furnish to the Representatives and counsel for
     the Underwriters, without charge, copies of the Registration Statement
     (including exhibits thereto) and each amendment thereto which shall become
     effective on or prior to the Closing Date and, so long as delivery of a
     prospectus by an Underwriter or dealer may be required by the Act, as many
     copies of any Preliminary Final Prospectus and the Final Prospectus and any
     amendments thereof and supplements thereto as the Representatives may
     reasonably request. The Company will pay the expenses of printing or other
     production of all documents relating to the offering, any fees charged by
     investment rating agencies for the rating of the Securities and the
     expenses incurred in distributing the Final Prospectus to the Underwriters.

          (e) The Company will arrange for the qualification of the Securities
     for sale under the laws of such jurisdictions as the Representatives may
     designate, will maintain such qualifications in effect so long as required
     to complete the distribution of the Securities; provided, however, that the
     Company shall not be required to qualify to do business in any jurisdiction
     where it is not now so qualified or to take any action which would subject
     it to general or unlimited service of process in any jurisdiction where it
     is not now so subject or subject itself to taxation in any jurisdiction
     where it is not now so subject.

          (f) Until the business day following the Closing Date or such earlier
     time as you may notify the Company, the Company will not, without the
     consent of the Representatives, offer or sell, or announce the offering of,
     any debt securities that are substantially similar to the Securities (other
     than commercial paper) and are covered by the Registration Statement or any
     other registration statement filed under the Act.


                                       4
<PAGE>

          (g) The Company will pay all expenses incident to the performance of
     its obligations under this Agreement, for any filing fees or other expenses
     (including fees and disbursements of counsel) in connection with
     qualification of the Securities for sale and determination of their
     eligibility for investment under the laws of such jurisdictions as the
     Representatives may designate and the printing of memoranda relating
     thereto, for any fees charged by investment rating agencies for the rating
     of the Securities, for any travel expenses of the Company's officers and
     employees and any other expenses of the Company in connection with
     attending or hosting meetings with prospective purchasers of Securities and
     for expenses incurred in distributing any Preliminary Final Prospectus or
     the Final Prospectus.

          (h) The Company will cooperate with the Representatives and use all
     commercially reasonable efforts to permit the Securities to be eligible for
     clearance and settlement through DTC, the Euroclear System and Clearstream
     Banking S.A., as applicable.

     5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Securities shall be subject to the accuracy of
the representations and warranties on the part of the Company contained herein
as of the date hereof, as of the date of the effectiveness of any amendment to
the Registration Statement filed after the date hereof and prior to the Closing
Date (including the filing of any document incorporated by reference therein)
and as of the Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:

          (a) No stop order suspending the effectiveness of the Registration
     Statement, as amended from time to time, shall have been issued and no
     proceedings for that purpose shall have been instituted or threatened by
     the Commission; and the Final Prospectus shall have been filed with the
     Commission pursuant to Rule 424(b) not later than the close of business on
     the second business day following the execution and delivery of this
     Agreement.

          (b) The Company shall have furnished to the Representatives the
     opinion of ____________________, _______________________________ of the
     Company, dated the Closing Date, to the effect that:

               (i) the Company has been duly incorporated and is a validly
          existing corporation in good standing under the laws of the State of
          Delaware, has the corporate power and authority to own its properties
          and conduct its business as described in the Final Prospectus, and is
          duly registered as a bank holding company under the Bank Holding
          Company Act of 1956, as amended; each of Wells Fargo Bank Minnesota,
          National Association ("Wells Minnesota") and Wells Fargo Bank,
          National Association ("Wells Fargo Bank") is a national banking
          association authorized to transact the business of banking under the
          National Bank Act of 1864, as amended; and WFC Holdings Corporation
          ("WFC


                                       5
<PAGE>

          Holdings" and together with Wells Minnesota and Wells Fargo Bank, the
          "Significant Subsidiaries") is a duly organized and validly existing
          corporation under the laws of the State of Delaware;

               (ii) each of the Company and the Significant Subsidiaries is duly
          qualified to do business and is in good standing in each jurisdiction
          which requires such qualification wherein it owns or leases any
          material properties or conducts any material business, except where
          the failure to so qualify would not have any material adverse effect
          upon the business, condition or properties of the Company and its
          subsidiaries, taken as a whole;

               (iii) all of the outstanding shares of capital stock of each
          Significant Subsidiary have been duly and validly authorized and
          issued and are fully paid and (except as provided in 12 U.S.C. ss.55
          in the case of Wells Fargo Bank and Wells Minnesota) nonassessable,
          and are owned directly or indirectly by the Company free and clear of
          any perfected security interest and, to the knowledge of such counsel,
          any other security interests, claims, liens or encumbrances;

               (iv) the number and type of equity securities the Company is
          authorized to issue is as set forth in the Final Prospectus;

               (v) to such counsel's knowledge, there are no legal or
          governmental proceedings pending or threatened which are required to
          be disclosed in the Final Prospectus, other than as disclosed therein,
          and there is no contract or other document of a character required to
          be described or referred to in the Registration Statement or required
          to be filed as an exhibit thereto other than those described or
          referred to therein or filed or incorporated by reference as exhibits
          thereto, and the description thereof or references thereto are
          correct;

               (vi) neither the issue and sale of the Securities, nor the
          consummation of any other of the transactions herein contemplated nor
          the fulfillment of the terms hereof or the Indenture will result in a
          breach of, or constitute a default under, any indenture or other
          agreement or instrument to which the Company or any Significant
          Subsidiary is a party or bound constituting a material contract and
          set forth as an exhibit to the Company's most recent Annual Report on
          Form 10-K or any subsequent Quarterly Reports on Form 10-Q or Current
          Report on Form 8-K, or any other indenture or material agreement or
          instrument known to such counsel and to which the Company or any
          Significant Subsidiary is a party or bound, the breach of which would
          have a material adverse effect on the financial position of the
          Company and its subsidiaries, taken as a whole, or violate any order
          or regulation known to such counsel to be applicable to the Company or
          any Significant Subsidiary of any court, regulatory body,
          administrative agency, governmental body or arbitrator having
          jurisdiction


                                        6
<PAGE>

          over the Company or any Significant Subsidiary; nor will such action
          result in any violation of the provisions of the Restated Certificate
          of Incorporation or By-Laws of the Company;

               (vii) the statements in the Final Prospectus (other than
          statements furnished in writing to the Company by or on behalf of an
          Underwriter through the Representatives) under the captions
          "Description of Debt Securities", "Plan of Distribution", "Description
          of the Notes", and "Underwriting" insofar as they purport to summarize
          certain provisions of documents or laws specifically referred to
          therein, are accurate summaries of such provisions or laws or of
          sources from which such summaries were derived;

               (viii) the Indenture has been duly authorized, executed and
          delivered by the Company, has been duly qualified under the Trust
          Indenture Act, as amended, and (assuming the Indenture has been duly
          authorized, executed and delivered by the Trustee) constitutes a valid
          and legally binding instrument enforceable against the Company in
          accordance with its terms (subject, as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency, moratorium or other
          laws affecting creditors' rights generally from time to time in effect
          and subject to general equity principles and except further as
          enforcement thereof may be limited by any governmental authority that
          limits, delays or prohibits the making of payments outside the United
          States); and the Securities have been duly authorized and, when
          executed and authenticated in accordance with the provisions of the
          Indenture and delivered to and paid for by the Underwriters pursuant
          to this Agreement, will constitute valid and legally binding
          obligations of the Company entitled to the benefits of the Indenture
          (subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally from time to time in effect and subject to
          general equity principles and except further as enforcement thereof
          may be limited by any governmental authority that limits, delays or
          prohibits the making of payments outside the United States);

               (ix) the Registration Statement and any amendments thereto have
          become effective under the Act; to the knowledge of such counsel, no
          stop order suspending the effectiveness of the Registration Statement,
          as amended, has been issued and no proceedings for that purpose have
          been instituted or threatened; the Registration Statement, the Final
          Prospectus and each amendment thereof or supplement thereto as of
          their respective effective or issue dates (other than the financial
          statements and other financial and statistical information contained
          therein as to which such counsel need express no opinion) complied as
          to form in all material respects with the applicable requirements of
          the Act and the Exchange Act and the respective rules thereunder; and
          such counsel has no reason to believe that the Registration Statement,
          or any amendment thereof, at the


                                       7
<PAGE>

          time it became effective (other than the financial statements and
          other financial and statistical information contained therein as to
          which such counsel need express no opinion), contained any untrue
          statement of a material fact or omitted to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading or that the Final Prospectus, as amended or
          supplemented (other than the financial statements and other financial
          and statistical information contained therein as to which such counsel
          need express no opinion), includes any untrue statement of a material
          fact or omits to state a material fact necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading;

               (x) this Agreement has been duly authorized, executed and
          delivered by the Company; and

               (xi) no consent, approval, authorization or order of any court or
          government agency or body is required for the consummation of the
          transactions contemplated herein, except such as have been obtained
          under the Act and the Trust Indenture Act and such as may be required
          under the Blue Sky laws of any jurisdiction in connection with the
          purchase and distribution of the Securities by the Underwriters.

          In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the States
     of Minnesota and California and the Delaware General Corporation Law or the
     United States, to the extent deemed proper and specified in such opinion,
     upon the opinion of counsel who are satisfactory to counsel for the
     Underwriters; and (B) as to matters of fact, to the extent deemed proper,
     on certificates of responsible officers of the Company and its subsidiaries
     and public officials.

          (c) The Representatives shall have received from their counsel such
     opinion or opinions, dated the Closing Date, with respect to the issuance
     and sale of the Securities, the Indenture, the Registration Statement, the
     Final Prospectus and other related matters as the Representatives may
     reasonably require, and the Company shall have furnished to such counsel
     such documents as they request for the purpose of enabling them to pass
     upon such matters.

          (d) The Company shall have furnished to the Representatives a
     certificate of the Company, signed by any Senior Vice President or
     Executive Vice President and the principal financial or accounting officer
     of the Company, dated the Closing Date, to the effect that:

               (i) the representations and warranties of the Company in Section
          1 hereof are true and correct on and as of the Closing Date with the
          same effect as if made on the Closing Date, and the Company has
          complied with all the agreements and satisfied all the conditions on
          its part to be performed or satisfied at or prior to the Closing Date;


                                       8
<PAGE>

               (ii) no stop order suspending the effectiveness of the
          Registration Statement, as amended, has been issued and no proceedings
          for that purpose have been instituted or threatened; and

               (iii) since the date of the most recent financial statements
          included in the Final Prospectus, there has been no material adverse
          change in the condition, financial or otherwise, earnings, business,
          properties or business prospects of the Company and its subsidiaries,
          taken as a whole, whether or not arising from transactions in the
          ordinary course of business, except as set forth in or contemplated in
          the Final Prospectus.

          (e) At the Closing Date, KPMG LLP shall have furnished to the
     Representatives a letter or letters (which may refer to letters previously
     delivered to one or more of the Representatives), dated the Closing Date,
     in substantially the form attached hereto as Exhibit A.

          (f) As of the Closing Date, there shall not have occurred since the
     date hereof any change in the condition, financial or otherwise, or in the
     earnings, business, properties, results of operations or business prospects
     of the Company and its subsidiaries, taken as a whole, from that set forth
     in the Final Prospectus, as amended or supplemented as of the date hereof,
     that, in the judgment of the Representatives, is material and adverse and
     that makes it, in the judgment of the Representatives, impracticable to
     market the Securities on the terms and in the manner contemplated by the
     Final Prospectus, as so amended or supplemented.

          If (i) any of the conditions specified in this Section 5 shall not
     have been fulfilled when and as provided in this Agreement, or (ii) any of
     the opinions and certificates mentioned above or elsewhere in this
     Agreement shall not be reasonably satisfactory in form and substance to the
     Representatives and their counsel, this Agreement and all obligations of
     the Underwriters hereunder may be cancelled on, or at any time prior to,
     the Closing Date by the Representatives. Notice of such cancellation shall
     be given to the Company in writing or by telephone or facsimile confirmed
     in writing.

     6. Reimbursement of Underwriters' Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including, without limitation, reasonable
fees and disbursements of counsel and those described in Section 4(g) hereof)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities.


                                       9
<PAGE>

     7. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each Underwriter
     and each person who controls any Underwriter within the meaning of either
     Section 15 of the Act or Section 20 of the Exchange Act against any and all
     losses, claims, damages or liabilities, joint or several, arising out of or
     based upon any untrue statement or alleged untrue statement of a material
     fact contained in the Registration Statement for the registration of the
     Securities as originally filed or in any amendment thereof, or in the Basic
     Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in
     any amendment thereof or supplement thereto, or arise out of or are based
     upon the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and agrees to reimburse each such indemnified party to the
     extent set forth below, as incurred, for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action; provided, however, that
     (i) the Company will not be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is based upon any
     such untrue statement or alleged untrue statement or omission or alleged
     omission made therein in reliance upon and in conformity with written
     information furnished to the Company by or on behalf of any Underwriter
     through the Representatives specifically for use therein (it being
     understood and agreed that the only such information furnished by any
     Underwriter consists of such information described as such in Schedule I
     hereto); and (ii) with respect to any untrue statement or alleged untrue
     statement in or omission or alleged omission from the Basic Prospectus or
     any Preliminary Final Prospectus, the indemnity agreement contained in this
     subsection (a) shall not inure to the benefit of any Underwriter (or any
     person controlling such Underwriter) from whom the person asserting any
     such losses, claims, damages or liabilities purchased the Securities
     concerned, to the extent that the Final Prospectus relating to such
     Securities was required to be delivered by such Underwriter under the Act
     in connection with such purchase and the untrue statement or omission of a
     material fact contained in the Basic Prospectus or any Preliminary Final
     Prospectus was corrected in the Final Prospectus as amended or supplemented
     if the Company had previously furnished copies of the Final Prospectus as
     amended or supplemented (exclusive of material incorporated by reference)
     to such Underwriter. This indemnity agreement will be in addition to any
     liability which the Company may otherwise have.

          (b) Each Underwriter, severally and not jointly, agrees to indemnify
     and hold harmless the Company, each of its directors, each of its officers
     who signs the Registration Statement, and each person who controls the
     Company within the meaning of either Section 15 of the Act or Section 20 of
     the Exchange Act, to the same extent as the foregoing indemnity from the
     Company to each Underwriter, but only with reference to written information
     relating to such Underwriter furnished to the Company by or on behalf of
     such Underwriter through the Representatives for use in the preparation of
     the documents referred


                                       10
<PAGE>

     to in the foregoing indemnity. This indemnity agreement will be in addition
     to any liability which any Underwriter may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action (including any governmental
     investigation), such indemnified party will, if a claim in respect thereof
     is to be made against the indemnifying party under this Section 7, notify
     the indemnifying party in writing of the commencement thereof; but the
     omission so to notify the indemnifying party will not relieve it from any
     liability which it may have to any indemnified party otherwise than under
     this Section 7. In case any such action is brought against any indemnified
     party, and it notifies the indemnifying party of the commencement thereof,
     the indemnifying party will be entitled to participate therein, and to the
     extent that it shall wish, jointly, with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party). In
     any such proceeding, any indemnified party shall have the right to obtain
     its own counsel, but the fees and expenses of such counsel shall be at the
     expense of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnified party and the indemnifying
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential conflicts of interests between
     them. It is understood that the indemnifying party shall not, in respect of
     the legal expenses of any indemnified party in connection with any
     proceeding or related proceedings in the same jurisdiction, be liable for
     the fees and expenses of more than one separate identified firm (in
     addition to any identified local counsel) for all such indemnified parties
     and that all such fees and expenses shall be reimbursed as they are
     incurred. Such firm shall be designated in writing by the Representatives
     in the case of parties to be indemnified pursuant to paragraph (a) of this
     Section 7 and by the Company in the case of parties to be indemnified
     pursuant to paragraph (b) of this Section 7. An indemnifying party shall
     not be liable for any settlement of any proceeding effected without its
     prior written consent, but if settled with such consent or if there be a
     final judgment for the plaintiff, the indemnifying party agrees to
     indemnify the indemnified party from and against any loss or liability by
     reason of such settlement or judgment. No indemnifying party shall, without
     the prior written consent of the indemnified party (which consent shall not
     be unreasonably withheld or delayed), effect any settlement of any pending
     or threatened proceeding in respect of which any indemnified party is a
     party and indemnity could have been sought hereunder by such indemnified
     party, unless such settlement (i) includes an unconditional release of such
     indemnified party from all liability on claims that are the subject matter
     of such proceeding and (ii) does not include a statement as to, or an
     admission of, fault, culpability or a failure to act by or on behalf of the
     indemnified party.


                                       11
<PAGE>

          (d) To the extent the indemnification provided for in Section 7(a) or
     7(b) hereof is unavailable to an indemnified party or insufficient in
     respect of any losses, claims, damages or liabilities referred to therein,
     then each indemnifying party under such paragraph, in lieu of indemnifying
     such indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the Company, on the one hand, and each
     Underwriter, on the other hand, from the offering of such Securities or
     (ii) if the allocation provided by clause (i) above is not permitted by
     applicable law, in such proportion as is appropriate to reflect not only
     the relative benefits referred to in clause (i) above but also the relative
     fault of the Company, on the one hand, and each Underwriter, on the other
     hand, in connection with the statements or omissions that resulted in such
     losses, claims, damages or liabilities, as well as any other relevant
     equitable considerations. The relative benefits received by the Company, on
     the one hand, and each Underwriter, on the other hand, in connection with
     the offering of such Securities shall be deemed to be in the same
     respective proportions as the total net proceeds from the offering of such
     Securities (before deducting expenses) received by the Company bear to the
     total discounts and commissions received by each Underwriter in respect
     thereof. The relative fault of the Company, on the one hand, and each
     Underwriter, on the other hand, shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information supplied by the Company or by such Underwriter and the
     parties' relative intent, knowledge, access to information and opportunity
     to correct or prevent such statement or omission. Each Underwriter's
     obligation to contribute pursuant to this Section 7 shall be several in the
     proportion that the principal amount of the Securities the sale of which by
     such Underwriter gave rise to such losses, claims, damages or liabilities
     bears to the aggregate principal amount of the Securities the sale of which
     by all Underwriters gave rise to such losses, claims, damages or
     liabilities, and not joint.

          (e) The Company and the Underwriters agree that it would not be just
     or equitable if contribution pursuant to Section 7(d) hereof were
     determined by pro rata allocation (even if the Underwriters were treated as
     one entity for such purpose) or by any other method of allocation that does
     not take account of the equitable considerations referred to in Section
     7(d) hereof. The amount paid or payable by an indemnified party as a result
     of the losses, claims, damages and liabilities referred to in Section 7(d)
     hereof shall be deemed to include, subject to the limitations set forth
     above, any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any such action or
     claim. Notwithstanding the provisions of this Section 7, no Underwriter
     shall be required to contribute any amount in excess of the amount by which
     the total price at which the Securities referred to in Section 7(d) hereof
     that were offered and sold to the public through such Underwriter exceeds
     the amount of any damages that such Underwriter has otherwise been required
     to pay by reason of such untrue or alleged untrue statement or omission or
     alleged omission. No


                                       12
<PAGE>

     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to contribution from any person
     who was not guilty of such fraudulent misrepresentation.

     8. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Securities set forth opposite their names in Schedule II hereto
bear to the aggregate amount of Securities set forth opposite the names of all
the remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of such Securities; provided further, that if the remaining
Underwriters do not exercise their right to purchase such Securities and
arrangements for the purchase of such Securities satisfactory to the Company and
the Representatives are not made within 36 hours after such default, then this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 8, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

     9. Underwriter Representations and Agreements. Each Underwriter represents
and agrees that (a) it and each of its affiliates has not offered or sold and,
prior to the date six months after the date of issue of the Securities, will not
offer or sell any Securities to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995 or prior to admission of the
Securities to listing (if any) in accordance with Part IV of the Financial
Services Act (the "FSA"); (b) it and each of its affiliates has complied and
will comply with all applicable provisions of the FSA with respect to anything
done by it in relation to the Securities in, from or otherwise involving the
United Kingdom; and (c) it and each of its affiliates has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Securities to a person who is of a kind
described in Article 11(3) of the FSA (Investment Advertisements) (Exemptions)
Order 1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on. In the event that the offer or sale of the
Securities by an Underwriter in a jurisdiction requires any action on the part
of the Company in or with respect to such jurisdiction, such Underwriter
represents and agrees that it will (i) inform the Company that the Company is
required to take such action prior to the time such action is required to be
taken, and (ii) cooperate with and assist the Company in complying with such
requirements. Each Underwriter severally agrees that it will, to the best of its
knowledge and belief, comply with all applicable securities laws and regulations
in force in any jurisdiction in which it purchases, offers, sells or delivers
the Securities or possesses or


                                       13
<PAGE>

distributes any Preliminary Final Prospectus or the Final Prospectus, and will
obtain any required consent, approval or permission for its purchase, offer,
sale or delivery of the Securities under the laws and regulations in force in
any jurisdiction to which it is subject or in which it makes any such purchases,
offers, sales or deliveries.

     10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time there shall
have occurred any (i) suspension or material limitation of trading generally on
the New York Stock Exchange, (ii) suspension of trading of any securities of the
Company on any exchange or in any over-the-counter market, (iii) declaration of
a general moratorium on commercial banking activities in California or New York
by either Federal or state authorities, (iv) lowering of the rating assigned to
any debt securities of the Company by any nationally-recognized securities
rating agency or public announcement by any such rating agency that it has under
surveillance or review, with possible negative consequences, its rating of any
debt securities of the Company or (v) outbreak or escalation of hostilities in
which the United States is involved, declaration of war by Congress or change in
financial markets or calamity or crisis that, in the judgment of the
Representatives, is material and adverse and, in the case of any of the events
described in clauses (i) through (v), such event, either alone or together with
any other such event, makes it, in the judgment of the Representatives,
impracticable to proceed with completion of the public offering of, or sale of
and payment for, the Securities.

     11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections 6
and 7 hereof shall survive the termination or cancellation of this Agreement.

     12. Notices. Unless otherwise provided herein, all notices required under
the terms and provisions hereof shall be in writing, either delivered by hand,
by mail or by facsimile, telex, telecopier, or telegram and confirmed to the
recipient, and any such notice shall be effective when received if sent to the
Representatives, at the addresses specified in Schedule I hereto, or if sent to
the Company, at 444 Market Street, MAC: 0195-171, San Francisco, California,
94111.

     13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.

     14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

     15. Business Day. As used herein, the term "business day" shall mean any
day when the Commission's office in Washington, D.C. is normally open for
business.


                                       14
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.

                                       Very truly yours,

                                       WELLS FARGO & COMPANY



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


The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.


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

Acting on behalf of themselves and as
   the Representatives of the several
   Underwriters.


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


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


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


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


                                       15
<PAGE>

                                                    SCHEDULE I



Underwriting Agreement dated _____________, 200__ (the "Agreement")

Registration Statement No. _________________

Indenture:  Indenture, dated as of ___________________, between the Company and
______________________________

Representatives, including addresses:









Title, Purchase Price and Description of Securities:

         Title:  _____% [Subordinated] [Notes] due ______________, 20____

         Principal Amount:  $___________

         Interest Rate:  _____%

         Interest Payment Dates:  _____________ and _____________, commencing on
         _____________, 200__

         Maturity:  ____________, 20____

         Denominations: Beneficial interests in the Securities will be held in
         denominations of $[1,000] and integral multiples thereof

         Price to Public:  ______%, plus accrued interest, if any, from
         ________________

         Purchase price (include type of funds, if other than Federal Funds,
         and accrued interest or amortization if applicable): ________%,
         payable in immediately available funds

         Sinking fund provisions:  [__________________]

         Redemption provisions:  [__________________]

         Provisions regarding repayment at the option of Holders: [____________]


                                      I-1
<PAGE>

Closing  Date,  Time and  Location:  ______________,  200__,  _____ a.m.,  New
York City  time,  at the  offices of _________________________


Information Supplied by Underwriters: For purposes of Sections 7(a) and 7(b) of
the Agreement, the only information furnished to the Company by any Underwriter
for use in any Preliminary Final Prospectus or the Final Prospectus consists of:
[____________________________________________________________________________]


Delayed Delivery Arrangements:

         Fee:

         Minimum principal amount of each contract:

         Maximum aggregate principal amount of all contracts:



                                      I-2
<PAGE>

                                   SCHEDULE II

Underwriter                                                     Principal Amount
- -----------                                                     ----------------

____________________________________ .........................   $ _____________

                                                                 ---------------
         Total ...............................................   $
                                                                 ===============


                                      II-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.D
<SEQUENCE>4
<FILENAME>dex1d.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT FOR PREFERRED SECURITIES
<TEXT>
<PAGE>

                                                                    EXHIBIT 1(d)




                          __________ CAPITAL SECURITIES

                            WELLS FARGO CAPITAL ____


                             ___% CAPITAL SECURITIES
                 (LIQUIDATION AMOUNT $___ PER CAPITAL SECURITY)
        GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEE AGREEMENT BY

                              WELLS FARGO & COMPANY


                             UNDERWRITING AGREEMENT

                                                                _________, 200__



To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Ladies and Gentlemen:

     Wells Fargo Capital __, a special purpose statutory business trust created
under the laws of the State of Delaware (the "Trust"), proposes to issue and
sell to the underwriters named in Schedule II hereto (the "Underwriters"), for
whom you are acting as representatives (the "Representatives"), _______ of its
__% Capital Securities, liquidation preference $____ per capital security (the
"Capital Securities"). [INCLUDE IF OVER-ALLOTMENT OPTION- In addition, solely
for the purpose of covering overallotments, the Trust proposes to issue and
sell, at the Underwriters' option, up to an additional _____ of the Trust's __%
Capital Securities, liquidation preference $___ per capital security.] If the
firm or firms listed in Schedule II hereto include only the firm or firms listed
in Schedule I hereto, then the terms "Underwriters" and "Representatives", as
used herein, shall each be deemed to refer to such firm or firms.

     The Capital Securities will be guaranteed (the "Guarantee") by Wells Fargo
& Company, a Delaware corporation ("Wells Fargo" or the "Guarantor"), to the
extent described in a Capital Securities Guarantee Agreement to be dated as of
________, 2001 (the "Guarantee Agreement") between the Guarantor and _______, as
trustee (the "Guarantee Trustee"). The Trust will use the proceeds from the sale
of the Capital Securities and the sale of the Trust Common Securities (as
defined below) pursuant to the Debenture Purchase Agreement dated _________,
2001 between the Trust and the Guarantor (the "Debenture Purchase Agreement"),
to purchase from the Guarantor $__________ aggregate principal amount of its __%
Junior Subordinated [Deferrable Interest] Debentures due ___________ (the
"Debentures") to be issued under an Indenture to be dated _______ between the
Guarantor and ________, as trustee (the "Debenture Trustee"). The Guarantor will
also be the holder of one hundred percent of the common securities representing
undivided beneficial interests in the assets of the Trust (the "Trust Common
Securities"). The Trust has been created under Delaware law pursuant to a Trust
Agreement (the "Trust Agreement") executed by Wells Fargo, as Depositor, and by
the trustees of the Trust (the "Issuer Trustees"), all of whom have been
appointed by the Guarantor as holder of one hundred percent of the Trust Common
Securities. Two of the Issuer Trustees (the "Administrative Trustees") are
persons who are employees or officers of or affiliated with the Guarantor. One
Issuer Trustee, ________________, shall act as property trustee (the "Property
Trustee") and as Debenture Trustee within the meaning of the Trust Indenture Act
of 1939 (the "Trust Indenture Act"). Another Issuer Trustee, ____________ will
act as Delaware Trustee. Under the terms of the Trust Agreement, Guarantor shall
pay, under certain circumstances, certain expenses of the Trust.
<PAGE>

     The Trust and the Guarantor have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
333-____) for the registration of the Capital Securities, the Guarantee and the
Debentures under the Securities Act of 1933, as amended (the "Act") and the
rules and regulations thereunder and the qualification of the Indenture and the
Guarantee under the Trust Indenture Act.

     1. Representations and Warranties. Each of the Trust and the Guarantor
jointly and severally represent and warrant to, and agree with, each Underwriter
that:

          (a) The Trust and the Guarantor meet the requirements for use of Form
     S-3 under the Act and have filed with the Securities and Exchange
     Commission (the "Commission") a registration statement on such Form (the
     file number of which is set forth in Schedule I hereto), which has become
     effective, for the registration under the Act of the Capital Securities,
     the Guarantee and the Debentures. The Trust and the Guarantor propose to
     file with the Commission pursuant to Rule 424 under the Act a supplement to
     the form of prospectus included in such registration statement relating to
     the Capital Securities in the form heretofore delivered to you. Such
     registration statement, including all exhibits thereto, as amended at the
     date of this Agreement, is hereinafter called the "Registration Statement";
     such prospectus relating to the Capital Securities in the form in which it
     appears in the Registration Statement is hereinafter called the "Basic
     Prospectus" and such supplemented form of prospectus, in the form in which
     it shall be filed with the Commission pursuant to Rule 424(b) (including
     the Basic Prospectus as so supplemented) is hereinafter called the "Final
     Prospectus". Any preliminary form of the Final Prospectus which has
     heretofore been filed pursuant to Rule 424 is hereinafter called the
     "Preliminary Final Prospectus". Any reference herein to the Registration
     Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of Form S-3 which
     were filed under the Securities Exchange Act of 1934 (the "Exchange Act")
     on or before the date of this Agreement, or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
     the case may be; and any reference herein to the terms "amend", "amendment"
     or "supplement" with respect to the Registration Statement, the Basic
     Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
     be deemed to refer to and include the filing of any document under the
     Exchange Act after the date of this Agreement, or the issue date of the
     Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
     as the case may be, and deemed to be incorporated therein by reference.

          (b) As of the date hereof, when the Final Prospectus is first filed
     pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as
     hereinafter defined), any amendment to the Registration Statement becomes
     effective (including the filing of any document incorporated by reference
     in the Registration Statement), when any supplement to the Final Prospectus
     is filed with the Commission and at the Closing Date (as hereinafter
     defined), (i) the Registration Statement, as amended as of any such time,
     and the Final Prospectus, as amended or supplemented as of any such time,
     the Indenture, the Trust Agreement and the Guarantee Agreement will comply
     in all material respects with the applicable requirements of the Act, the
     Trust Indenture Act and the Exchange Act and the respective rules
     thereunder and (ii) neither the Registration Statement, as amended as of
     any such time, nor the Final Prospectus, as amended or supplemented as of
     any such time, will contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary in
     order to make the statements therein not misleading; provided, however,
     that the Trust and the Guarantor make no representations or warranties as
     to (i) that part of the Registration Statement which shall constitute the
     Statement of Eligibility and Qualification (Form T-1) under the Trust
     Indenture Act of the Trustee, or (ii) the information contained in or
     omitted from the Registration Statement or the Final Prospectus or any
     amendment thereof or supplement thereto in reliance upon and in conformity
     with information furnished in writing to the Trust and the Guarantor by or
     on behalf of any Underwriter through the Representatives specifically for
     use in connection with the preparation of the Registration Statement and
     the Final Prospectus.

     2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations


                                       2
<PAGE>

and warranties herein set forth, the Trust agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Trust, the number of the Capital Securities set forth opposite such
Underwriter's name in Schedule II hereto, at a purchase price of $____ (the
"Purchase Price") per Capital Security, plus any accumulated distributions
thereon.

     In consideration of such purchases on the Closing Date, the proceeds of
which will be used to purchase the Debentures, the Guarantor shall pay to the
Underwriters as compensation, in immediately available funds, on the Closing
Date $__ per Capital Security.


      [INSERT APPROPRIATE OVER-ALLOTMENT OPTION PROVISIONS, IF APPLICABLE]


     3. Delivery and Payment. Delivery of and payment for the Capital Securities
shall be made at the office, on the date and at the time specified in Schedule I
hereto, which date and time may be postponed by agreement among the
Representatives, the Trust and the Guarantor or as provided in Section 8 hereof
(such date and time of delivery and payment for the Capital Securities being
herein called the "Closing Date"). Delivery of the Capital Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof. The Trust will deliver against
payment of the purchase price the Capital Securities in the form of one or more
permanent global securities in definitive form deposited with or on behalf of
_______ as custodian for The Depository Trust Company ("DTC") for credit to the
respective accounts of the Underwriters and registered in the name of Cede &
Co., as nominee for DTC. Interests in the permanent global Capital Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Final Prospectus.

     4. Agreements. The Trust and the Guarantor jointly and severally agree with
the several Underwriters that:

          (a) The Trust and the Guarantor will provide to counsel for the
     Underwriters one manually executed copy of the Registration Statement,
     including all exhibits thereto, in the form it became effective and all
     amendments thereto. Prior to the Closing Date, the Trust and the Guarantor
     will not file any amendment of the Registration Statement or supplement
     (including the Final Prospectus) to the Basic Prospectus unless the Trust
     and the Guarantor have furnished you a copy for your review prior to filing
     and will not file any such proposed amendment or supplement to which you
     reasonably object promptly after notice thereof. Neither the
     Representatives' consent to, nor the Underwriters' delivery of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 5 hereof. Subject to the foregoing sentence, the Trust
     and the Guarantor will cause the Final Prospectus to be filed pursuant to
     Rule 424(b) under the Act not later than the close of business on the
     second business day following the execution and delivery of this Agreement.
     The Trust and the Guarantor will promptly advise the Representatives (i)
     when the Final Prospectus shall have been filed with the Commission
     pursuant to Rule 424(b), (ii) when any amendment to the Registration
     Statement relating to the Capital Securities, the Guarantee and the
     Debentures shall have become effective, (iii) of any request by the
     Commission for any amendment of the Registration Statement or amendment of
     or supplement to the Final Prospectus or for any additional information,
     (iv) of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the institution or
     threatening of any proceeding for that purpose and (v) of the receipt by
     the Trust or the Guarantor of any notification with respect to the
     suspension of the qualification of the Capital Securities for sale in any
     jurisdiction or the initiation or threatening of any proceeding for such
     purpose. In the event of the issuance of any stop order preventing or
     suspending the use of any Preliminary Final Prospectus or Final Prospectus,
     the Trust and the Guarantor will use promptly their best efforts to obtain
     the withdrawal of such stop order.

          (b) If, at any time when a prospectus relating to the Capital
     Securities is required to be delivered under the Act, any event occurs as a
     result of which the Final Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein in the light of the
     circumstances under which they were made not misleading, or if it shall be
     necessary to amend or supplement the Final


                                       3
<PAGE>

     Prospectus to comply with the Act or the Exchange Act or the respective
     rules thereunder, the Trust and the Guarantor will promptly notify you and
     will, upon your request, prepare and file with the Commission an amendment
     or supplement which will correct such statement or omission or an amendment
     which will effect such compliance. Neither the Representatives' request
     for, nor the Underwriters' delivery of, any such amendment or supplement
     shall constitute a waiver of any of the conditions set forth in Section 5
     hereof.

          (c) As soon as practicable, the Guarantor, on behalf of the Trust,
     will make generally available to the Trust's security holders an earnings
     statement or statements of the Guarantor and the Guarantor's subsidiaries
     which will satisfy the provisions of Section 11(a) of the Act.

          (d) The Trust and the Guarantor will furnish to the Representatives
     and counsel for the Underwriters, without charge, copies of the
     Registration Statement (including exhibits thereto) and each amendment
     thereto which shall become effective on or prior to the Closing Date and,
     so long as delivery of a prospectus by an Underwriter or dealer may be
     required by the Act, as many copies of any Preliminary Final Prospectus and
     the Final Prospectus and any amendments thereof and supplements thereto as
     the Representatives may reasonably request. The Guarantor will pay the
     expenses of printing or other production of all documents relating to the
     offering, any fees charged by investment rating agencies for the rating of
     the Capital Securities and the expenses incurred in distributing the Final
     Prospectus to the Underwriters.

          (e) The Trust and the Guarantor will arrange for the qualification of
     the Capital Securities for sale under the laws of such jurisdictions as the
     Representatives may designate, will maintain such qualifications in effect
     so long as required to complete the distribution of the Capital Securities;
     provided, however, that neither the Trust nor the Guarantor shall be
     required to qualify to do business in any jurisdiction where it is not now
     so qualified or to take any action which would subject it to general or
     unlimited service of process in any jurisdiction where it is not now so
     subject or subject itself to taxation in any jurisdiction where it is not
     now so subject.

          (f) Until the business day following the Closing Date or such earlier
     time as you may notify the Trust and the Guarantor, the Trust and the
     Guarantor will not, without the consent of the Representatives, offer or
     sell, or announce the offering of, any securities that are substantially
     similar to the Capital Securities (other than commercial paper) and are
     covered by the Registration Statement or any other registration statement
     filed under the Act.

          (g) The Trust and the Guarantor agree to use all commercially
     reasonable efforts to obtain and maintain the listing of the Capital
     Securities on the New York Stock Exchange until such time as none of the
     Capital Securities are outstanding. If the Capital Securities cease to be
     listed on the New York Stock Exchange, the Trust and the Guarantor agree to
     use all commercially reasonable efforts promptly to list the Capital
     Securities on a stock exchange agreed upon by the Trust and the Guarantor
     and the Representatives. The Trust and the Guarantor will use all
     commercially reasonable efforts to comply with the rules of the New York
     Stock Exchange and will otherwise comply with any undertakings given by it
     from time to time to the New York Stock Exchange in connection with the
     Capital Securities listed thereon or the listing thereof and, without
     prejudice to the generality of the foregoing, to furnish or cause to be
     furnished to the New York Stock Exchange all such information as it may
     require in connection with the listing thereon of the Capital Securities.

          (h) The Guarantor will pay all expenses incident to the performance of
     their obligations under this Agreement, for any filing fees or other
     expenses (including fees and disbursements of counsel) in connection with
     qualification of the Capital Securities for sale and determination of their
     eligibility for investment under the laws of such jurisdictions as the
     Representatives may designate and the printing of memoranda relating
     thereto, for any fees charged by investment rating agencies for the rating
     of the Capital Securities, for any applicable filing fee incident to, and
     the reasonable fees and disbursements of counsel for the Underwriters in


                                       4
<PAGE>

     connection with, the review by the New York Stock Exchange of the Capital
     Securities, for any travel expenses of the Trust's and the Guarantor's
     officers and employees and any other expenses of the Trust and the
     Guarantor in connection with attending or hosting meetings with prospective
     purchasers of Capital Securities and for expenses incurred in distributing
     any Preliminary Final Prospectus or the Final Prospectus. The Guarantor
     will also pay all fees and expenses of the Debenture Trustee, including the
     fees and disbursements of counsel for the Debenture Trustee in connection
     with the Indenture and the Debentures; the fees and expenses of the
     Property Trustee and the Delaware Trustee, including the fees and
     disbursements of counsel for the Property Trustee and the Delaware Trustee
     in connection with the Trust Agreement and the Certificate of Trust filed
     with the Delaware Secretary of State with respect to the Trust (the
     "Certificate of Trust"); and the fees and expenses of the Guarantee
     Trustee, including the fees and disbursements of counsel for the Guarantee
     Trustee in connection with the Guarantee and the Guarantee Agreement.

          (i) The Trust and the Guarantor will cooperate with the
     Representatives and use all commercially reasonable efforts to permit the
     Capital Securities to be eligible for clearance and settlement through The
     Depository Trust Company.

     5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Capital Securities shall be subject to the
accuracy of the representations and warranties on the part of the Trust and the
Guarantor contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed after the
date hereof and prior to the Closing Date (including the filing of any document
incorporated by reference therein) and as of the Closing Date, to the accuracy
of the statements of the Trust and the Guarantor made in any certificates
pursuant to the provisions hereof, to the performance by the Trust and the
Guarantor of their obligations hereunder and to the following additional
conditions:

          (a) No stop order suspending the effectiveness of the Registration
     Statement, as amended from time to time, shall have been issued and no
     proceedings for that purpose shall have been instituted or threatened by
     the Commission; and the Final Prospectus shall have been filed with the
     Commission pursuant to Rule 424(b) not later than the close of business on
     the second business day following the execution and delivery of this
     Agreement.

          (b) The Trust and the Guarantor shall have furnished to the
     Representatives the opinion of _______________________,
     _____________________________ of the Guarantor, dated the Closing Date, to
     the effect that:

               (i) the Guarantor has been duly incorporated and is a validly
          existing corporation in good standing under the laws of the State of
          Delaware, has the corporate power and authority to own its properties
          and conduct its business as described in the Final Prospectus, and is
          duly registered as a bank holding company under the Bank Holding
          Company Act of 1956, as amended; each of Wells Fargo Bank Minnesota,
          National Association ("Wells Minnesota") and Wells Fargo Bank,
          National Association ("Wells Fargo Bank") is a national banking
          association duly chartered and is in good standing under the National
          Bank Act of 1864, as amended; and WFC Holdings Corporation ("WFC
          Holdings" and together with Wells Minnesota and Wells Fargo Bank, the
          "Significant Subsidiaries") is a duly organized and validly existing
          corporation under the laws of the State of Delaware;

               (ii) each of the Guarantor and the Significant Subsidiaries is
          duly qualified to do business and is in good standing in each
          jurisdiction which requires such qualification wherein it owns or
          leases any material properties or conducts any material business,
          except where the failure to so qualify would not have any material
          adverse effect upon the business, condition or properties of the
          Guarantor and its subsidiaries, taken as a whole;


                                       5
<PAGE>

               (iii) all of the outstanding shares of capital stock of each
          Significant Subsidiary have been duly and validly authorized and
          issued and are fully paid and (except as provided in 12 U.S.C. ss.55)
          nonassessable, and are owned by the Guarantor free and clear of any
          perfected security interest and, to the knowledge of such counsel, any
          other security interests, claims, liens or encumbrances;

               (iv) the number and type of equity securities the Guarantor is
          authorized to issue is as set forth in the Final Prospectus;

               (v) to such counsel's knowledge, there are no legal or
          governmental proceedings pending or threatened which are required to
          be disclosed in the Final Prospectus, other than as disclosed therein,
          and there is no contract or other document of a character required to
          be described or referred to in the Registration Statement or required
          to be filed as an exhibit thereto other than those described or
          referred to therein or filed or incorporated by reference as exhibits
          thereto, and the description thereof or references thereto are
          correct;

               (vi) neither the execution and delivery of this Agreement, the
          Indenture, the Debentures, the Trust Agreement, and the Guarantee
          Agreement nor the consummation of the transactions herein and therein
          contemplated will conflict with, result in a breach of, or constitute
          a default under, any indenture or other agreement or instrument to
          which the Guarantor or any Significant Subsidiary is a party or bound
          constituting a material contract and set forth as an exhibit to the
          Guarantor's most recent Annual Report on Form 10-K or any subsequent
          Quarterly Reports on Form 10-Q or Current Report on Form 8-K, or any
          other indenture or material agreement or instrument known to such
          counsel and to which the Guarantor or any Significant Subsidiary is a
          party or bound, the breach of which would result in a material adverse
          effect on the financial condition of the Guarantor and it
          subsidiaries, taken as a whole, or any order or regulation known to
          such counsel to be applicable to the Guarantor or any Significant
          Subsidiary of any court, regulatory body, administrative agency,
          governmental body or arbitrator having jurisdiction over the Guarantor
          or any Significant Subsidiary; nor will such action result in any
          violation of the provisions of the charter or by-laws of the
          Guarantor;

               (vii) the statements in the Final Prospectus (other than
          statements furnished in writing to the Trust and the Guarantor by or
          on behalf of an Underwriter through the Representatives) under the
          captions "Description of Junior Subordinated Debt Securities",
          "Description of Trust Preferred Securities", "Description of
          Guarantees", "Plan of Distribution", and "Underwriting" insofar as
          they purport to summarize certain provisions of documents or laws
          specifically referred to therein, are accurate summaries of such
          provisions or laws;

               (viii) the Indenture has been duly authorized, executed and
          delivered by the Guarantor, has been duly qualified under the Trust
          Indenture Act, as amended, and (assuming the Indenture has been duly
          authorized, executed and delivered by the Debenture Trustee)
          constitutes a valid and legally binding instrument enforceable against
          the Guarantor in accordance with its terms (subject, as to enforcement
          of remedies, to applicable bankruptcy, reorganization, insolvency,
          moratorium or other laws affecting creditors' rights generally from
          time to time in effect and subject to general equity principles and
          except further as enforcement thereof may be limited by any
          governmental authority that limits, delays or prohibits the making of
          payments outside the United States); and the Debentures have been duly
          authorized and, when executed and authenticated in accordance with the
          provisions of the Indenture and delivered to and paid for by the Trust
          pursuant to the Debenture Purchase Agreement, will constitute valid
          and legally binding obligations of the Guarantor entitled to the
          benefits of the Indenture subject, as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency, moratorium or other
          laws affecting creditors' rights generally from time to


                                       6
<PAGE>

          time in effect and subject to general equity principles and except
          further as enforcement thereof may be limited by any governmental
          authority that limits, delays or prohibits the making of payments
          outside the United States;

               (ix) the Guarantee Agreement has been duly authorized, executed
          and delivered by the Guarantor, and (assuming the Guarantee Agreement
          has been duly authorized, executed and delivered by the Guarantee
          Trustee) constitutes a valid and legally binding instrument
          enforceable against the Guarantor in accordance with its terms
          (subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally from time to time in effect and subject to
          general equity principles and except further as enforcement thereof
          may be limited by any governmental authority that limits, delays or
          prohibits the making of payments outside the United States);

               (x) the Registration Statement and any amendments thereto have
          become effective under the Act; to the knowledge of such counsel, no
          stop order suspending the effectiveness of the Registration Statement,
          as amended, has been issued and no proceedings for that purpose have
          been instituted or threatened; the Registration Statement, the Final
          Prospectus and each amendment thereof or supplement thereto as of
          their respective effective or issue dates (other than the financial
          statements and other financial and statistical information contained
          therein as to which such counsel need express no opinion) complied as
          to form in all material respects with the applicable requirements of
          the Act and the Exchange Act and the respective rules thereunder; and
          such counsel has no reason to believe that the Registration Statement,
          or any amendment thereof, at the time it became effective (other than
          the financial statements and other financial and statistical
          information contained therein as to which such counsel need express no
          opinion), contained any untrue statement of a material fact or omitted
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading or that the Final
          Prospectus, as amended or supplemented (other than the financial
          statements and other financial and statistical information contained
          therein as to which such counsel need express no opinion), includes
          any untrue statement of a material fact or omits to state a material
          fact necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading;

               (xi) this Agreement has been duly authorized, executed and
          delivered by each of the Trust and the Guarantor; and

               (xii) no consent, approval, authorization or order of any court
          or government agency or body is required for the consummation of the
          transactions contemplated herein, except such as have been obtained
          under the Act and the Trust Indenture Act and such as may be required
          under the Blue Sky laws of any jurisdiction in connection with the
          purchase and distribution of the Capital Securities by the
          Underwriters.

          In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the States
     of Minnesota and California and the Delaware General Corporation Law or the
     United States, to the extent deemed proper and specified in such opinion,
     upon the opinion of counsel who are satisfactory to counsel for the
     Underwriters; and (B) as to matters of fact, to the extent deemed proper,
     on certificates of responsible officers of the Trust and the Guarantor and
     its subsidiaries and public officials.

          (c) The Representatives shall have received the opinion of
     _________________________, counsel to _____________, as Property Trustee
     under the Trust Agreement, Debenture Trustee under the Indenture, and
     Guarantee Trustee under the Guarantee Agreement, dated the Closing Date, to
     the effect that:

               (i) _______________ is duly incorporated and is validly existing
          in good


                                       7
<PAGE>

          standing as a banking corporation under the law of the State of
          Delaware.

               (ii) _______________ has the power and authority to execute,
          deliver and perform its obligations under the Trust Agreement, the
          Indenture and the Guarantee Agreement.

               (iii) Each of the Trust Agreement, the Indenture and the
          Guarantee Agreement has been duly authorized, executed and delivered
          by ______________ and constitutes a legal, valid and binding
          obligation of ______________, enforceable against ______________, in
          accordance with its terms.

               (iv) The execution, delivery and performance by _____________ of
          the Trust Agreement, the Indenture and the Guarantee Agreement do not
          conflict with or constitute a breach of the charter or by-laws of
          _______________.

               (v) No consent, approval or authorization of, or registration
          with or notice to, any governmental authority or agency of the State
          of Delaware or the United States of America governing the banking or
          trust powers of ________________ is required for the execution,
          delivery or performance by _________________ of the Trust Agreement,
          the Indenture and the Guarantee Agreement.

          (d) The Representatives shall have received the opinion of
     ______________________, as special Delaware counsel to the Trust and the
     Guarantor, dated the Closing Date, to the effect that:

               (i) The Trust has been duly created and is validly existing in
          good standing as a business trust under the Delaware Act, and all
          filings required as of the date hereof under the Delaware Act with
          respect to the creation and valid existence of the Trust as a business
          trust have been made.

               (ii) Under the Trust Agreement and the Delaware Act, the Trust
          has the trust power and authority to own property and to conduct its
          business, all as described in the Final Prospectus.

               (iii) the Trust Agreement constitutes a valid and legally binding
          instrument enforceable against the Guarantor, the Property Trustee and
          each of the Administrative Trustees in accordance with its terms
          (subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally from time to time in effect and subject to
          general equity principles and except further as enforcement thereof
          may be limited by any governmental authority that limits, delays or
          prohibits the making of payments outside the United States);

               (iv) Under the Trust Agreement and the Delaware Act, the Trust
          has the trust power and authority (i) to execute and deliver, and to
          perform its obligations under, this Agreement, and (ii) to issue, and
          to perform its obligations under, the Capital Securities and the Trust
          Common Securities.

               (v) Under the Trust Agreement and the Delaware Act, the execution
          and delivery by the Trust of this Agreement, and the performance by
          the Trust of its obligations under this Agreement, have been duly
          authorized by all necessary trust action on the part of the Trust.

               (vi) Under the Delaware Act, the certificate attached to the
          Trust Agreement as Exhibit __ is an appropriate form of certificate to
          evidence ownership of


                                       8
<PAGE>

          the Capital Securities. The Capital Securities have been duly
          authorized by the Trust Agreement and, when issued and delivered in
          accordance with this Agreement, will be duly and validly issued, and,
          subject to the qualifications hereinafter expressed in this paragraph
          (vi), fully paid and non-assessable undivided beneficial interests in
          the assets of the Trust and are entitled to the benefits of the Trust
          Agreement. The Trust Common Securities have been duly authorized by
          the Trust Agreement and are duly and validly issued undivided
          beneficial interests in the assets of the Trust and are entitled to
          the benefits of the Trust Agreement. The holders of the Capital
          Securities, as beneficial owners of the Trust, will 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. Such counsel may note that
          the respective holders of the Capital Securities may be obligated,
          pursuant to the Trust Agreement, to make certain payments under the
          Trust Agreement.

               (vii) Under the Trust Agreement and the Delaware Act, the
          issuance of the Capital Securities and the Trust Common Securities is
          not subject to preemptive or similar rights.

               (viii) The issuance and sale by the Trust of the Capital
          Securities and the Trust Common Securities, the purchase by the Trust
          of the Debentures, the execution, delivery and performance by the
          Trust of this Agreement and the Guarantee Agreement, the consummation
          by the Trust of the transactions contemplated by this Agreement and
          compliance by the Trust with its obligations under this Agreement do
          not violate (a) any of the provisions of the Certificate of Trust or
          the Trust Agreement, (b) any applicable Delaware law or Delaware
          administrative regulation.

          (e) The Representatives shall have received from their counsel such
     opinion or opinions, dated the Closing Date, with respect to the Capital
     Securities, the Debenture, the Guarantee Agreement, the Indenture, the
     Registration Statement, the Final Prospectus and other related matters as
     the Representatives may reasonably require, and the Trust and the Guarantor
     shall have furnished to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters.

          (f) Each of the Trust and the Guarantor shall have furnished to the
     Representatives a certificate, signed, with respect to the Trust, by an
     Administrative Trustee of the Trust and, with respect to the Guarantor, by
     any Senior Vice President or Executive Vice President and the principal
     financial or accounting officer of the Guarantor, dated the Closing Date,
     to the effect that:

               (i) with respect to the certificate delivered by the Trust, the
          representations and warranties of the Trust in Section 1 hereof are
          true and correct on and as of the Closing Date with the same effect as
          if made on the Closing Date, and the Trust has complied with all the
          agreements and satisfied all the conditions on their part to be
          performed or satisfied at or prior to the Closing Date, and, with
          respect to the certificate delivered by the Guarantor, the
          representations and warranties of the Guarantor in Section 1 hereof
          are true and correct on and as of the Closing Date with the same
          effect as if made on the Closing Date, and the Guarantor has complied
          with all the agreements and satisfied all the conditions on their part
          to be performed or satisfied at or prior to the Closing Date;

               (ii) no stop order suspending the effectiveness of the
          Registration Statement, as amended, has been issued and no proceedings
          for that purpose have been instituted or threatened; and

               (iii) with respect to the certificate delivered by the Guarantor,
          since the date of the most recent financial statements included in the
          Final Prospectus, there has been no


                                       9
<PAGE>

          material adverse change in the condition, financial or otherwise,
          earnings, business, properties or business prospects of the Guarantor
          and its subsidiaries, taken as a whole, whether or not arising from
          transactions in the ordinary course of business, except as set forth
          in or contemplated in the Final Prospectus.

          (g) At the Closing Date, KPMG LLP shall have furnished to the
     Representatives a letter or letters (which may refer to letters previously
     delivered to one or more of the Representatives), dated the Closing Date,
     in substantially the form attached hereto as Exhibit A.

          (h) As of the Closing Date, there shall not have occurred since the
     date hereof any change in the condition, financial or otherwise, or in the
     earnings, business, properties, results of operations or business prospects
     of the Trust, the Guarantor and the Guarantor's subsidiaries, taken as a
     whole, from that set forth in the Final Prospectus, as amended or
     supplemented as of the date hereof, that, in the judgment of the
     Representatives, is material and adverse and that makes it, in the judgment
     of the Representatives, impracticable to market the Capital Securities on
     the terms and in the manner contemplated by the Final Prospectus, as so
     amended or supplemented.

     If (i) any of the conditions specified in this Section 5 shall not have
been fulfilled when and as provided in this Agreement, or (ii) any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Representatives and
their counsel, this Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Trust and the
Guarantor in writing or by telephone or telegraph confirmed in writing.

     6. Reimbursement of Underwriters' Expenses. If the sale of the Capital
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Trust and the Guarantor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Trust and the Guarantor will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel and those described in
Section 4(h) hereof) that shall have been incurred by them in connection with
the proposed purchase and sale of the Capital Securities.

     7. Indemnification and Contribution.

          (a) The Trust and the Guarantor jointly and severally agree to
     indemnify and hold harmless each Underwriter and each person who controls
     any Underwriter within the meaning of either Section 15 of the Act or
     Section 20 of the Exchange Act against any and all losses, claims, damages
     or liabilities, joint or several, arising out of or based upon any untrue
     statement or alleged untrue statement of a material fact contained in the
     Registration Statement for the registration of the Capital Securities, the
     Guarantee and the Debentures as originally filed or in any amendment
     thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or
     the Final Prospectus, or in any amendment thereof or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and agrees to reimburse each such
     indemnified party to the extent set forth below, as incurred, for any legal
     or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that (i) the Trust and the Guarantor will not be
     liable in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon any such untrue statement or
     alleged untrue statement or omission or alleged omission made therein in
     reliance upon and in conformity with written information furnished to the
     Trust and the Guarantor by or on behalf of any Underwriter through the
     Representatives specifically for use therein (it being understood and
     agreed that the only such information furnished by any Underwriter consists
     of such information described as such in Schedule I hereto); and (ii) with
     respect to any untrue statement or alleged untrue statement in or omission
     or alleged omission from the Basic


                                       10
<PAGE>

     Prospectus or any Preliminary Final Prospectus, the indemnity agreement
     contained in this subsection (a) shall not inure to the benefit of any
     Underwriter (or any person controlling such Underwriter) from whom the
     person asserting any such losses, claims, damages or liabilities purchased
     the Capital Securities concerned, to the extent that the Final Prospectus
     relating to such Capital Securities was required to be delivered by such
     Underwriter under the Act in connection with such purchase and the untrue
     statement or omission of a material fact contained in the Basic Prospectus
     or any Preliminary Final Prospectus was corrected in the Final Prospectus
     as amended or supplemented if the Trust and the Guarantor had previously
     furnished copies of the Final Prospectus as amended or supplemented
     (exclusive of material incorporated by reference) to such Underwriter. This
     indemnity agreement will be in addition to any liability which the Trust
     and the Guarantor may otherwise have.

          (b) Each Underwriter, severally and not jointly, agrees to indemnify
     and hold harmless the Trust, the Issuer Trustees, the Guarantor, each of
     its directors, each of their officers who signs the Registration Statement,
     and each person who controls the Trust or the Guarantor within the meaning
     of either Section 15 of the Act or Section 20 of the Exchange Act, to the
     same extent as the foregoing indemnity from the Trust and the Guarantor to
     each Underwriter, but only with reference to written information relating
     to such Underwriter furnished to the Trust and the Guarantor by or on
     behalf of such Underwriter through the Representatives for use in the
     preparation of the documents referred to in the foregoing indemnity. This
     indemnity agreement will be in addition to any liability which any
     Underwriter may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action (including any governmental
     investigation), such indemnified party will, if a claim in respect thereof
     is to be made against the indemnifying party under this Section 7, notify
     the indemnifying party in writing of the commencement thereof; but the
     omission so to notify the indemnifying party will not relieve it from any
     liability which it may have to any indemnified party otherwise than under
     this Section 7. In case any such action is brought against any indemnified
     party, and it notifies the indemnifying party of the commencement thereof,
     the indemnifying party will be entitled to participate therein, and to the
     extent that it shall wish, jointly, with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party). In
     any such proceeding, any indemnified party shall have the right to obtain
     its own counsel, but the fees and expenses of such counsel shall be at the
     expense of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnified party and the indemnifying
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential conflicts of interests between
     them. It is understood that the indemnifying party shall not, in respect of
     the legal expenses of any indemnified party in connection with any
     proceeding or related proceedings in the same jurisdiction, be liable for
     the fees and expenses of more than one separate identified firm (in
     addition to any identified local counsel) for all such indemnified parties
     and that all such fees and expenses shall be reimbursed as they are
     incurred. Such firm shall be designated in writing by the Representatives
     that are indemnified parties in the case of parties to be indemnified
     pursuant to paragraph (a) of this Section 7 and by the Guarantor in the
     case of parties to be indemnified pursuant to paragraph (b) of this Section
     7. An indemnifying party shall not be liable for any settlement of any
     proceeding effected without its prior written consent, but if settled with
     such consent or if there be a final judgment for the plaintiff, the
     indemnifying party agrees to indemnify the indemnified party from and
     against any loss or liability by reason of such settlement or judgment. No
     indemnifying party shall, without the prior written consent of the
     indemnified party (which consent shall not be unreasonably withheld or
     delayed), effect any settlement of any pending or threatened proceeding in
     respect of which any indemnified party is a party and indemnity could have
     been sought hereunder by such indemnified party, unless such settlement (i)
     includes an unconditional release of such indemnified party from all
     liability on claims that are the subject matter of such proceeding and (ii)
     does not include a statement as to, or an admission of, fault, culpability
     or a


                                       11
<PAGE>

     failure to act by or on behalf of the indemnified party.

          (d) To the extent the indemnification provided for in Section 7(a) or
     7(b) hereof is unavailable to an indemnified party or insufficient in
     respect of any losses, claims, damages or liabilities referred to therein,
     then each indemnifying party under such paragraph, in lieu of indemnifying
     such indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the Trust and the Guarantor, on the one
     hand, and each Underwriter, on the other hand, from the offering of such
     Capital Securities or (ii) if the allocation provided by clause (i) above
     is not permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Trust and the Guarantor, on the one hand,
     and each Underwriter, on the other hand, in connection with the statements
     or omissions that resulted in such losses, claims, damages or liabilities,
     as well as any other relevant equitable considerations. The relative
     benefits received by the Trust and the Guarantor, on the one hand, and each
     Underwriter, on the other hand, in connection with the offering of such
     Capital Securities shall be deemed to be in the same respective proportions
     as the total net proceeds from the offering of such Capital Securities
     (before deducting expenses) received by the Trust and the Guarantor bear to
     the total discounts and commissions received by each Underwriter in respect
     thereof. The relative fault of the Trust and the Guarantor, on the one
     hand, and each Underwriter, on the other hand, shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the Trust and the
     Guarantor or by such Underwriter and the parties' relative intent,
     knowledge, access to information and opportunity to correct or prevent such
     statement or omission. Each Underwriter's obligation to contribute pursuant
     to this Section 7 shall be several in the proportion that the number of
     Capital Securities the sale of which by such Underwriter gave rise to such
     losses, claims, damages or liabilities bears to the aggregate number of
     Capital Securities the sale of which by all Underwriters gave rise to such
     losses, claims, damages or liabilities, and not joint.

          (e) The Trust and the Guarantor and the Underwriters agree that it
     would not be just or equitable if contribution pursuant to Section 7(d)
     hereof were determined by pro rata allocation (even if the Underwriters
     were treated as one entity for such purpose) or by any other method of
     allocation that does not take account of the equitable considerations
     referred to in Section 7(d) hereof. The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages and
     liabilities referred to in Section 7(d) hereof shall be deemed to include,
     subject to the limitations set forth above, any legal or other expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 7, no Underwriter shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Capital Securities referred to in Section 7(d) hereof that were
     offered and sold to the public through such Underwriter exceeds the amount
     of any damages that such Underwriter has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or omission or alleged
     omission. No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

     8. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Capital Securities agreed to be purchased by
such Underwriter or Underwriters hereunder, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the number of Capital Securities set forth opposite their names in Schedule II
hereto bear to the aggregate number of Capital Securities set forth opposite the
names of all the remaining Underwriters) the Capital Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate number of Capital Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate number of Capital Securities set forth in Schedule
II hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of such Capital Securities;
provided further, that if the remaining Underwriters do not exercise their right
to purchase such


                                       12
<PAGE>

Capital Securities and arrangements for the purchase of such Capital Securities
satisfactory to the Trust and the Guarantor and the Representatives are not made
within 36 hours after such default, then this Agreement will terminate without
liability to any nondefaulting Underwriter, the Trust or the Guarantor. In the
event of a default by any Underwriter as set forth in this Section 8, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Trust and the
Guarantor and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

     9. Underwriter Representations and Agreements. In the event that the offer
or sale of the Capital Securities by an Underwriter in a jurisdiction requires
any action on the part of the Trust and the Guarantor in or with respect to such
jurisdiction, such Underwriter represents and agrees that it will (i) inform the
Trust or the Guarantor that the Trust or the Guarantor is required to take such
action prior to the time such action is required to be taken, and (ii) cooperate
with and assist the Trust or the Guarantor in complying with such requirements.
Each Underwriter severally agrees that it will, to the best of its knowledge and
belief, comply with all applicable securities laws and regulations in force in
any jurisdiction in which it purchases, offers, sells or delivers the Capital
Securities or possesses or distributes any Preliminary Final Prospectus or the
Final Prospectus, and will obtain any required consent, approval or permission
for its purchase, offer, sale or delivery of the Capital Securities under the
laws and regulations in force in any jurisdiction to which it is subject or in
which it makes any such purchases, offers, sales or deliveries.

     10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Trust and the
Guarantor prior to delivery of and payment for the Capital Securities, if prior
to such time there shall have occurred any (i) suspension or material limitation
of trading generally on the New York Stock Exchange, (ii) suspension of trading
of any securities of the Guarantor on any exchange or in any over-the-counter
market, (iii) declaration of a general moratorium on commercial banking
activities in California or New York by either Federal or state authorities,
(iv) lowering of the rating assigned to any debt securities of the Guarantor by
any nationally-recognized securities rating agency or public announcement by any
such rating agency that it has under surveillance or review, with possible
negative consequences, its rating of any debt securities of the Guarantor or (v)
outbreak or escalation of hostilities in which the United States is involved,
declaration of war by Congress or change in financial markets or calamity or
crisis that, in the judgment of the Representatives, is material and adverse
and, in the case of any of the events described in clauses (i) through (v), such
event, either alone or together with any other such event, makes it, in the
judgment of the Representatives, impracticable to proceed with completion of the
public offering of, or sale of and payment for, the Capital Securities.

     11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Trust, the
Guarantor or their officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter, the Trust or the
Guarantor or any of the officers, directors or controlling persons referred to
in Section 7 hereof, and will survive delivery of and payment for the Capital
Securities. The provisions of Sections 6 and 7 hereof shall survive the
termination or cancellation of this Agreement.

     12. Notices. Unless otherwise provided herein, all notices required under
the terms and provisions hereof shall be in writing, either delivered by hand,
by mail or by facsimile, telex, telecopier, or telegram and confirmed to the
recipient, and any such notice shall be effective when received if sent to the
Representatives, at the address specified in Schedule I hereto, or if sent to
the Trust or the Guarantor, at 444 Market Street, MAC: 0195-171, San Francisco,
California, 94111.

     13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.


                                       13
<PAGE>

     14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

     15. Business Day. As used herein, the term "business day" shall mean any
day when the Commission's office in Washington, D.C. is normally open for
business.


                                       14
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Trust,
the Guarantor and the several Underwriters.

                                       Very truly yours,

                                       WELLS FARGO CAPITAL ____

                                       By  WELLS FARGO & COMPANY, as Depositor


                                       By:
                                           -------------------------------------

                                       Name:
                                       Title:



                                       WELLS FARGO & COMPANY


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


The foregoing Agreement is hereby
confirmed and accepted as of the date
specified in Schedule I hereto.


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


     Acting on behalf of themselves and
        as the Representatives of the
        several Underwriters.

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


By:
    -----------------------------------
    Name:
    Title:
<PAGE>

                                   SCHEDULE I

Underwriting Agreement dated ________, 20__ (the "Agreement")

Registration Statement No. 333-______

Representatives, including addresses:



Title, Purchase Price and Description of Capital Securities:

         Title:  __% Capital Securities

         Number:

         Price to Public:  $

         Purchase price (include type of funds, if other than Federal Funds,
         and accrued interest or amortization if applicable): $ _______ payable
         in immediately available funds

         Distributions:

         Liquidation Preference: $__ per capital security

         Sinking fund provisions:

         Redemption provisions:

         Provisions regarding repayment at the option of Holders:

Closing Date, Time and Location: ___________, 2001, 9:00 a.m., New York City
time, at the offices of ____________________________________________________

Information Supplied by Underwriters: For purposes of Sections 7(a) and 7(b) of
the Agreement, the only information furnished to the Trust and the Guarantor by
any Underwriter for use in any Preliminary Final Prospectus or the Final
Prospectus consists of: (i) the concession and discount figures contained in the
[ ] paragraph under the caption "Underwriting" therein, (ii) the [ ] sentence of
the [ ] paragraph under the caption "Underwriting" therein and (iii) the [ ]
paragraphs under the caption "Underwriting" therein.


                                      I-1
<PAGE>

                                   SCHEDULE II

Underwriter                                         Number of Capital
- -----------                                         Securities to be
                                                        Purchased
                                                        ---------
[_____________________________].................... $

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

         Total..................................... $


                                      II-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.W
<SEQUENCE>5
<FILENAME>dex4w.txt
<DESCRIPTION>FORM OF JUNIOR SUBORDINATED INDENTURE
<TEXT>
<PAGE>

                                                                    EXHIBIT 4(w)

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









                              WELLS FARGO & COMPANY

                                       TO

                     [-------------------------------------]


                                                                        Trustee


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



                                    INDENTURE

                        Dated as of _______________, 2001


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





                       Junior Subordinated Debt Securities









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

                              WELLS FARGO & COMPANY
         Reconciliation and tie between Trust Indenture Act of 1939 and
                  Indenture, dated as of _______________, 2001

Trust Indenture Act Section                                  Indenture Section

ss.310(a)(1)...............................................         609
     (a)(2)................................................         609
     (a)(3)................................................   Not Applicable
     (a)(4)................................................   Not Applicable
     (a)(5)................................................         609
     (b)...................................................      608, 610
     (c)...................................................   Not Applicable
ss.311(a)..................................................         613
     (b)...................................................         613
ss.312(a)..................................................     701, 702(a)
     (b)...................................................       702(b)
     (c)...................................................       702(c)
ss.313(a)..................................................       703(a)
     (b)...................................................       703(a)
     (c)...................................................       703(a)
     (d)...................................................       703(b)
ss.314(a)..................................................      704, 1004
     (b)...................................................   Not Applicable
     (c)(1)................................................         102
     (c)(2)................................................         102
     (c)(3)................................................   Not Applicable
     (d)...................................................   Not Applicable
     (e)...................................................         102
ss.315(a)..................................................         601
     (b)...................................................         602
     (c)...................................................         601
     (d)...................................................         601
     (e)...................................................         514
ss.316(a)..................................................         101
     (a)(1)(A).............................................     104(h), 502
                                                                    512
     (a)(1)(B).............................................     104(h), 513
     (a)(2)................................................   Not Applicable
     (b)...................................................         508
     (c)...................................................       104(h)
ss.317(a)(1)...............................................         503
     (a)(2)................................................         504
     (b)...................................................        1003
ss.318(a)..................................................         107
     (c)...................................................         107

- -----------------------------
     Note: This reconciliation and tie shall not, for any purpose, be deemed to
be part of the Indenture.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

         Parties...............................................................1
         Recitals..............................................................1

ARTICLE ONE  Definitions and Other Provisions of General Application...........1
Section 101. Definitions.......................................................1
         Act ..................................................................2
         Additional Interest...................................................2
         Additional Sums.......................................................2
         Additional Taxes......................................................2
         Affiliate.............................................................2
         Authorized Newspaper..................................................2
         Bearer Security.......................................................2
         Board of Directors....................................................3
         Board Resolution......................................................3
         Business Day..........................................................3
         Capital Exchange Agent................................................3
         Capital Exchange Date.................................................3
         Capital Exchange Price................................................3
         Capital Securities....................................................3
         Capital Security Election Form........................................3
         Capital Trust Securities..............................................3
         Capital Treatment Event...............................................3
         Clearstream...........................................................4
         Closing Price.........................................................4
         Commission............................................................4
         Common Trust Securities...............................................4
         Common Stock..........................................................4
         Company ..............................................................4
         "Company Request" and "Company Order".................................4
         Conversion Price......................................................5
         Convertible Securities................................................5
         Corporate Trust Office................................................5
         corporation...........................................................5
         coupon ...............................................................5
         Debt Securities.......................................................5
         Defaulted Interest....................................................5
         Delaware Trustee......................................................5
         Depositary............................................................5
         Designated Currency...................................................5
         Distributions.........................................................5
         "Dollar" or "$".......................................................5
         Euro .................................................................5
<PAGE>

         Eligible Instruments..................................................6
         Extension Period......................................................6
         Euroclear.............................................................6
         European Communities..................................................6
         Event of Default......................................................6
         Exchange Rate.........................................................6
         Exchange Rate Agent...................................................6
         Exchange Rate Officer's Certificate...................................6
         Foreign Currency......................................................6
         Global Exchange Agent.................................................6
         Global Exchange Date..................................................6
         Global Security.......................................................6
         Guarantee Agreement...................................................6
         Holder................................................................6
         Indenture.............................................................7
         interest..............................................................7
         Interest Payment Date.................................................7
         Investment Company Event..............................................7
         Issuer Trust..........................................................7
         Market Value..........................................................7
         Maturity .............................................................7
         Officers' Certificate.................................................7
         Opinion of Counsel....................................................7
         Optional Securities Fund..............................................8
         Original Issue Discount Security......................................8
         Outstanding...........................................................8
         Paying Agent..........................................................8
         Perpetual Preferred Stock.............................................8
         Person................................................................9
         Place of Capital Exchange.............................................9
         Place of Payment......................................................9
         Predecessor Security..................................................9
         Primary Federal Regulator.............................................9
         Property Trustee......................................................9
         ranking junior to the Debt Securities.................................9
         ranking on a parity with the Debt Securities..........................9
         Redemption Date......................................................10
         Redemption Price.....................................................10
         Registered Security..................................................10
         Regular Record Date..................................................10
         Remarketing Entity...................................................10
         Repayment Date.......................................................10
         Repayment Price......................................................10
         Responsible Officer..................................................10
         Rights...............................................................10
         "Rights Plan"........................................................10

                                       ii
<PAGE>

         Secondary Offering...................................................10
         Securities Fund......................................................11
         "Security Register" and "Security Registrar".........................11
         Senior Debt..........................................................11
         Special Record Date..................................................11
         Stated Maturity......................................................11
         Tax Event............................................................11
         Trust Agreement......................................................12
         Trust Indenture Act..................................................12
         Trustee..............................................................12
         Trust Related Securities"............................................12
         Trust Securities.....................................................12
         United States........................................................12
         United States Alien..................................................12
         U.S. Government Obligations..........................................12
Section 102.    Compliance Certificates and Opinions..........................13
Section 103.    Form of Documents Delivered to Trustee........................13
Section 104.    Acts of Holders...............................................14
Section 105.    Notices, etc., to Trustee and Company.........................16
Section 106.    Notice to Holders; Waiver.....................................16
Section 107.    Conflict with Trust Indenture Act.............................17
Section 108.    Effect of Headings and Table of Contents......................17
Section 109.    Successors and Assigns........................................17
Section 110.    Separability Clause...........................................17
Section 111.    Benefits of Indenture.........................................17
Section 112.    Governing Law.................................................18
Section 113.    Legal Holidays................................................18
Section 114.    Counterparts..................................................18

ARTICLE TWO  Debt Security Forms..............................................18
Section 201.    Forms Generally...............................................18
Section 202.    Form of Trustee's Certificate of Authentication...............19
Section 203.    Debt Securities in Global Form................................19

ARTICLE THREE  The Debt Securities............................................20
Section 301.    Amount Unlimited; Issuance in Series..........................20
Section 302.    Denominations.................................................24
Section 303.    Execution, Authentication, Delivery and Dating................24
Section 304.    Temporary Debt Securities.....................................27
Section 305.    Registration; Registration of Transfer and Exchange...........29
Section 306.    Mutilated, Destroyed, Lost and Stolen Debt Securities.........33
Section 307.    Payment of Interest and Additional Interest;
                Interest Rights Preserved.....................................34
Section 308.    Persons Deemed Owners.........................................36
Section 309.    Cancellation..................................................36
Section 310.    Computation of Interest.......................................37
Section 311.    Certification by a Person Entitled to Delivery of a
                Bearer Security...............................................37
Section 312.    Judgments.....................................................37

                                       iii
<PAGE>

Section 313.    Deferrals of Interest Payment Dates...........................38
Section 314.    Right of Set-Off..............................................39
Section 315.    Agreed Tax Treatment..........................................39

ARTICLE FOUR  Satisfaction and Discharge......................................39
Section 401.    Satisfaction and Discharge of Indenture.......................39
Section 402.    Application of Trust Money and Eligible Instruments...........41
Section 403.    Satisfaction, Discharge and Defeasance of Debt Securities
                of any Series.................................................42

ARTICLE FIVE  Remedies........................................................44
Section 501.    Events of Default.............................................44
Section 502.    Acceleration of Maturity; Rescission and Annulment............45
Section 503.    Collection of Indebtedness and Suits for Enforcement
                by Trustee....................................................47
Section 504.    Trustee May File Proofs of Claim..............................47
Section 505.    Trustee May Enforce Claims without Possession of Debt
                Securities or Coupons.........................................48
Section 506.    Application of Money Collected................................49
Section 507.    Limitation on Suits...........................................49
Section 508.    Unconditional Right of Holders to Receive Principal,
                Premium and Interest and to Exchange Debt Securities for
                Capital Securities; Direct Action by Holders of Capital
                Trust Securities..............................................50
Section 509.    Restoration of Rights and Remedies............................50
Section 510.    Rights and Remedies Cumulative................................51
Section 511.    Delay or Omission Not Waiver..................................51
Section 512.    Control by Holders of Debt Securities.........................51
Section 513.    Waiver of Past Defaults.......................................51
Section 514.    Undertaking for Costs.........................................52
Section 515.    Waiver of Stay or Extension Laws..............................52

ARTICLE SIX  The Trustee......................................................53
Section 601.    Certain Duties and Responsibilities...........................53
Section 602.    Notice of Default.............................................53
Section 603.    Certain Rights of Trustee.....................................53
Section 604.    Not Responsible for Recitals or Issuance of Debt Securities...54
Section 605.    May Hold Debt Securities or Coupons...........................55
Section 606.    Money Held in Trust...........................................55
Section 607.    Compensation and Reimbursement................................55
Section 608.    Disqualification; Conflicting Interests.......................56
Section 609.    Corporate Trustee Required; Eligibility.......................56
Section 610.    Resignation and Removal; Appointment of Successor.............56
Section 611.    Acceptance of Appointment by Successor........................58
Section 612.    Merger, Conversion, Consolidation or Succession to Business...59
Section 613.    Preferential Collection of Claims Against Company.............59
Section 614.    Authenticating Agent..........................................60

ARTICLE SEVEN Holders' Lists and Reports By Trustee and Company...............61
Section 701.    Company to Furnish Trustee Names and Addresses of Holders.....61

                                       iv
<PAGE>

Section 702.    Preservation of Information; Communications to Holders........61
Section 703.    Reports by Trustee............................................62
Section 704.    Reports by Company............................................62

ARTICLE EIGHT  Consolidation, Merger, Conveyance, Transfer or Lease...........63
Section 801.    Company May Consolidate, etc. Only on Certain Terms...........63
Section 802.    Successor Corporation Substituted.............................63

ARTICLE NINE  Supplemental Indentures.........................................64
Section 901.    Supplemental Indentures without Consent of Holders............64
Section 902.    Supplemental Indentures with Consent of Holders...............65
Section 903.    Execution of Supplemental Indentures..........................67
Section 904.    Effect of Supplemental Indentures.............................67
Section 905.    Conformity with Trust Indenture Act...........................67
Section 906.    Reference in Debt Securities to Supplemental Indentures.......67

ARTICLE TEN  Covenants........................................................68
Section 1001.   Payment of Principal, Premium and Interest....................68
Section 1002.   Maintenance of Office or Agency...............................68
Section 1003.   Money for Debt Securities Payments to Be Held in Trust........69
Section 1004.   Officers' Certificate as to Default...........................71
Section 1005.   Waiver of Certain Covenants...................................71
Section 1006.   Payment of Additional Amounts.................................71
Section 1007.   Additional Sums...............................................72
Section 1008.   Additional Covenants..........................................73

ARTICLE ELEVEN  Redemption of Debt Securities.................................74
Section 1101.   Applicability of Article......................................74
Section 1102.   Election to Redeem; Notice to Trustee.........................74
Section 1103.   Selection by Trustee of Debt Securities to be Redeemed........74
Section 1104.   Notice of Redemption..........................................75
Section 1105.   Deposit of Redemption Price...................................76
Section 1106.   Debt Securities Payable on Redemption Date....................76
Section 1107.   Debt Securities Redeemed in Part..............................77
Section 1107.   Right of Redemption of Debt Securities Initially Issued
                to an Issuer Trust............................................77

ARTICLE TWELVE  Sinking Funds.................................................78
Section 1201.   Applicability of Article......................................78
Section 1202.   Satisfaction of Sinking Fund Payments with Debt Securities....78
Section 1203.   Redemption of Debt Securities for Sinking Fund................78

ARTICLE THIRTEEN  Repayment at the Option of Holders..........................79
Section 1301.   Applicability of Article......................................79
Section 1302.   Repayment of Debt Securities..................................79
Section 1303.   Exercise of Option; Notice....................................79
Section 1304.   Election of Repayment by Remarketing Entities.................80
Section 1305.   Securities Payable on the Repayment Date......................81

                                       v
<PAGE>

ARTICLE FOURTEEN  Exchange of Capital Securities for Debt Securities..........81
Section 1401.   Applicability of Article......................................81
Section 1402.   Exchange of Capital Securities for Debt Securities at
                Stated Maturity...............................................81
Section 1403.   Right of Early Exchange of Capital Securities for
                Debt Securities...............................................82
Section 1404.   Notices of Exchange...........................................83
Section 1405.   Rights and Duties of Holders of Debt Securities to be
                Exchanged for Capital Securities..............................84
Section 1406.   Election to Exchange..........................................86
Section 1407.   Deposit of Capital Exchange Price.............................86
Section 1408.   Debt Securities Due on Capital Exchange Date; Debt
                Securities Exchanged in Part..................................86
Section 1409.   Form of Capital Security Election Form........................88
Section 1410.   Fractional Capital Securities.................................88
Section 1411.   Company to Obtain Governmental and Regulatory Approvals.......89
Section 1412.   Taxes on Exchange.............................................89
Section 1413.   Covenants as to Capital Securities and Secondary Offering.....89
Section 1414.   Provision in Case of Consolidation, Merger or Transfer
                of Assets.....................................................90
Section 1415.   Trustee Not Responsible.......................................90
Section 1416.   Revocation of Obligation to Exchange Capital Securities
                for Debt Securities...........................................90
Section 1417.   Optional Securities Funds.....................................91

ARTICLE FIFTEEN  Securities Funds.............................................92
Section 1501.   Creation of Securities Funds..................................92
Section 1502.   Designations of Securities Funds..............................92
Section 1503.   Covenant of the Company to Obtain Securities Funds............93

ARTICLE SIXTEEN  Meetings of Holders of Debt Securities.......................94
Section 1601.   Purposes for Which Meetings May Be Called.....................94
Section 1602.   Call, Notice and Place of Meetings............................94
Section 1603.   Persons Entitled to Vote at Meetings..........................94
Section 1604.   Quorum; Action................................................95
Section 1605.   Determination of Voting Rights; Conduct and Adjournment
                of Meetings...................................................95
Section 1606.   Counting Votes and Recording Action of Meetings...............96

ARTICLE SEVENTEEN  Defeasance.................................................97
Section 1701.   Termination of Company's Obligations..........................97
Section 1702.   Repayment to Company..........................................98
Section 1703.   Indemnity for Eligible Instruments............................98

ARTICLE EIGHTEEN  Subordination of Debt Securities............................98
Section 1801.   Debt Securities Subordinate to Senior Debt....................98
Section 1802.   Trustee and Holders of Debt Securities May Rely on
                Certificate of Liquidating Agent; Trustee May Require
                Further Evidence as to Ownership of Senior Debt; Trustee
                Not Fiduciary to Holders of Senior Debt......................101
Section 1803.   Payment Permitted If No Default..............................101
Section 1804.   Trustee Not Charged with Knowledge of Prohibition............101
Section 1805.   Trustee to Effectuate Subordination..........................102

                                       vi
<PAGE>

Section 1806.   Rights of Trustee as Holder of Senior Debt...................102
Section 1807.   Article Applicable to Paying Agents..........................102
Section 1808.   Subordination Rights Not Impaired by Acts or Omissions
                of the Company or Holders of Senior Debt.....................102

ARTICLE NINETEEN  Conversion of Convertible Securities.......................103
Section 1901.   Applicability of Article.....................................103
Section 1902.   Right to Convert.............................................103
Section 1903.   Exercise of Conversion Privilege; Delivery of Common
                Stock on Conversion; No Adjustment for Interest or
                Dividends....................................................103
Section 1904.   Cash Payments in Lieu of Fractional Shares...................105
Section 1905.   Conversion Price.............................................105
Section 1906.   Adjustment to Conversion Price...............................105
Section 1907.   Effect of Reclassification, Consolidation, Merger or Sale....109
Section 1908.   Taxes on Shares Issued.......................................109
Section 1909.   Shares to be Fully Paid; Compliance with Governmental
                Requirements; Listing of Common Stock .......................109
Section 1910.   Trustee Not Responsible......................................110
Section 1911.   Notice to Holders Prior to Certain Actions...................110
Section 1912.   Covenant to Reserve Shares...................................111

                                      vii
<PAGE>

         Testimonium ........................................................103
         Signature and Seals ................................................103
         Acknowledgements ...................................................104
         Exhibit A ..........................................................A-1
         Exhibit B ..........................................................B-1


                                      viii
<PAGE>

     INDENTURE (the "Indenture") dated as of _______________, 2001 between WELLS
FARGO & COMPANY, a Delaware corporation (hereinafter called the "Company"),
having its principal place of business at 420 Montgomery Street, San Francisco,
California 94163, and ______________________, not in its individual capacity but
solely as trustee under this Indenture, a ________________________ (hereinafter
called the "Trustee"), having its Corporate Trust Office at
__________________________________.


                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debentures, notes, bonds and other evidences of indebtedness
(herein called the "Debt Securities"), including Debt Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more business trusts (each an "Issuer Trust") of undivided
preferred beneficial interests in the assets of such Issuer Trusts (the "Capital
Trust Securities") and undivided common beneficial interests in the assets of
such Issuer Trusts (the "Common Trust Securities" and, together with the Capital
Trust Securities, the "Trust Securities").

     All things necessary have been done to make this Indenture a valid
agreement of the Company, in accordance with its terms.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Debt
Securities of any series created and issued on or after the date hereof by the
Holders thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of all Holders of such Debt Securities or of any such
series, as follows:


                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

     Section 101. Definitions.

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

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

          (2) all other terms used herein which are defined in the Trust
     Indenture Act or by Commission rule or regulation under the Trust Indenture
     Act, either directly or by
<PAGE>

     reference therein, as in force at the date as of which this instrument was
     executed, except as provided in Section 905, have the meanings assigned to
     them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted in the United States at the date of such
     computation; and

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

     "Act" when used with respect to any Holder has the meaning specified in
Section 104.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Debt Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Debt Security.

     "Additional Sums" has the meaning specified in Section 1007.

     "Additional Taxes" means any additional taxes, duties and other
governmental charges to which an Issuer Trust has become subject from time to
time as a result of a Tax Event.

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

     "Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bearer Security" means any Debt Security established pursuant to Section
201 which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Debt Security in global bearer form.

                                       2
<PAGE>

     "Board of Directors" means either the board of directors of the Company, or
the executive or any other committee of that board duly authorized to act in
respect hereof.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms
thereof), such action may be taken by any committee of the Board or the Company
or any officer or employee of the Company authorized to take such action by a
Board Resolution.

     "Business Day", when used with respect to any Place of Payment or Place of
Capital Exchange, means any day which is not a Saturday or Sunday and which is
not a legal holiday or a day on which banking institutions or trust companies in
that Place of Payment or Place of Capital Exchange are authorized or obligated
by law or executive order to close.

     "Capital Exchange Agent" means the Person or Persons appointed by the
Company to give notices and to exchange Debt Securities of any series for
Capital Securities as specified in Article Fourteen.

     "Capital Exchange Date", when used with respect to the Debt Securities of
any series, means any date on which such Debt Securities are to be exchanged for
Capital Securities pursuant to this Indenture.

     "Capital Exchange Price", when used with respect to any Debt Security of
any series to be exchanged for Capital Securities, means the amount of Capital
Securities for which such Debt Security is to be exchanged pursuant to this
Indenture or the aggregate sale price of such Capital Securities in the
Secondary Offering for such Debt Security, as the case may be.

     "Capital Securities" means any securities issued by the Company which
consist of any of the following: (i) Common Stock, (ii) Perpetual Preferred
Stock or (iii) securities which at the date of issuance may be issued in
exchange for, or the proceeds from the sale of which may be designated as
Securities Funds or Optional Securities Funds for the payment of the principal
of, "mandatory convertible securities" under applicable regulations of the
Primary Federal Regulator. Capital Securities may have such terms, rights and
preferences as may be determined by the Company.

     "Capital Security Election Form" means a form substantially in the form
included in Section 1409.

     "Capital Trust Securities" has the meaning specified in the first recital
of this Indenture.

     "Capital Treatment Event" means, in respect of any Issuer Trust, the
reasonable determination by the Company (as evidenced by an Officers'
Certificate delivered to the Trustee) that, as a result of the occurrence of any
amendment to, or change (including any announced

                                       3
<PAGE>

prospective change) in, the laws (or any rules or regulations thereunder) of the
United States or any political subdivision thereof or therein, or as a result of
any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws, rules or regulations, which amendment or
change is effective or such pronouncement, action or decision is announced on or
after the date of the issuance of the Capital Trust Securities of such Issuer
Trust, there is more than an insubstantial risk that the Company will not be
entitled to treat an amount equal to the aggregate Liquidation Amount (as such
term is defined in the related Trust Agreement) of such Capital Trust Securities
as "Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Board of Governors of the Federal Reserve System, as
then in effect and applicable to the Company.

     "Clearstream" means Clearstream Banking S.A.

     "Closing Price" has the meaning specified in Section 1906(d).

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

     "Common Trust Securities" has the meaning specified in the first recital of
this Indenture.

     "Common Stock" means, when used with reference to the capital stock of the
Company, the class of stock which, at the date of execution of this Indenture,
is designated as common stock of the Company and stock of any class or classes
into which such common stock or any such other class may thereafter be changed
or reclassified. In case by reason of the operation of Article Nineteen, the
Convertible Securities shall be convertible into any other shares or other
securities or property of the Company or any other corporation, any reference in
this Indenture to the conversion of Convertible Securities pursuant to Article
Nineteen shall be deemed to refer to and include conversion of Convertible
Securities into such other shares or other securities or property.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Request" and "Company Order" mean, respectively, except as
otherwise provided in this Indenture, a written request or order signed in the
name of the Company by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President (any references to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the
title "Vice President"), the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, Secretary or an Assistant Secretary of the Company, or
by another officer of the Company duly authorized to sign by a Board Resolution,
and delivered to the Trustee.

                                       4
<PAGE>

     "Conversion Price" has the meaning specified in Section 1905.

     "Convertible Securities" means any series of Debt Securities that are
designated as such pursuant to Section 301.

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which any particular time its corporate trust business shall be
administered.

     The term "corporation" includes corporations, associations, companies and
business trusts.

     The term "coupon" means any interest coupon appertaining to a Bearer
Security.

     "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Debt Securities authenticated and
delivered under this Indenture.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Delaware Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

     "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Debt Securities of any such series
shall mean the Depositary with respect to the Debt Securities of that series.

     "Designated Currency" has the meaning specified in Section 312.

     "Distributions," with respect to the Trust Securities issued by an Issuer
Trust, means the amounts payable in respect of such Trust Securities as provided
in the related Trust Agreement and referred to therein as "Distributions."

     "Dollar" or "$" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     "Euro" means the single currency of the European Monetary Union as defined
under EC Regulation 1103/97 adopted under Article 235 of the EU Treaty and under
EC Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any
successor European legislation from time to time.

                                       5
<PAGE>

     "Eligible Instruments" means monetary assets, money market instruments and
securities that are payable in Dollars only and essentially risk free as to
collection of principal and interest, including U.S. Government Obligations.

     "Extension Period" has the meaning specified in Section 313.

     "Euroclear" means Morgan Guarantee Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Rate" shall have the meaning specified as contemplated in Section
301.

     "Exchange Rate Agent" shall have the meaning specified as contemplated in
Section 301.

     "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities denominated
in Euro, any other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, the
Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent
appointed pursuant to Section 301, and delivered to the Trustee.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

     "Global Exchange Agent" has the meaning specified in Section 304.

     "Global Exchange Date" has the meaning specified in Section 304.

     "Global Security" means a Debt Security issued to evidence all or part of a
series of Debt Securities in accordance with Section 303.

     "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Company for the benefit of the holders of
the Capital Trust Securities issued by such Issuer Trust as modified, amended or
supplemented from time to time.

     "Holder", with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Security Register and, with
respect to a Bearer Security or a coupon, means the bearer thereof.

                                       6
<PAGE>

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented, amended or restated by or pursuant to one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities established as contemplated by
Section 301.

     The term "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

     "Interest Payment Date", with respect to any Debt Security, means the
Stated Maturity of an installment of interest on such Debt Security.

     "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in
such matters to the effect that, as a result of the occurrence of a change in
law or regulation or a written change (including any announced prospective
change) in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that such Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Capital Trust Securities of such Issuer Trust.

     "Issuer Trust" has the meaning specified in the first recital of this
Indenture.

     "Market Value" of any Capital Securities issued on any Capital Exchange
Date for Debt Securities of any series shall be the sale price of such Capital
Securities which are sold in the Secondary Offering for the Debt Securities of
such series. In the event no such Secondary Offering takes place, the Market
Value of such Capital Securities shall be the fair value of such Capital
Securities on such Capital Exchange Date for Debt Securities of such series as
determined by three independent nationally recognized investment banking firms
selected by the Company.

     "Maturity", when used with respect to any Debt Security, means the date on
which the principal of such Debt Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, repayment at the option of the Holder or
otherwise.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or counsel for
the Company, or who may be other counsel acceptable to the Trustee, which is
delivered to the Trustee.

                                       7
<PAGE>

     "Optional Securities Fund" means a fund pursuant to which the proceeds of
sales of Capital Securities may be designated on the books of the Company for
the payment of any of the principal of any Debt Security pursuant to Section
1417 of this Indenture.

     "Original Issue Discount Security" means any Debt Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

     "Outstanding", when used with respect to Debt Securities means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

          (i) Debt Securities theretofore cancelled by the Trustee or delivered
     to the Trustee for cancellation;

          (ii) Debt Securities or portions thereof for whose payment or
     redemption money or Eligible Instruments in the necessary amount has been
     theretofore deposited with the Trustee or any Paying Agent (other than the
     Company) in trust or set aside and segregated in trust by the Company (if
     the Company shall act as its own Paying Agent) for the Holders of such Debt
     Securities and any coupons appertaining thereto; provided, however, that if
     such Debt Securities are to be redeemed, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made; and

          (iii) Debt Securities in exchange for or in lieu of which other Debt
     Securities have been authenticated and delivered, or which have been paid,
     pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which the Trustee
knows to be so owned shall be so disregarded. Debt Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debt Securities and that the pledgee is not the Company or
any other obligor upon the Debt Securities or any Affiliate of the Company or of
such other obligor. Notwithstanding anything herein to the contrary, Debt
Securities of any series initially issued to an Issuer Trust that are owned by
such Issuer Trust shall be deemed to be Outstanding notwithstanding the
ownership by the Company or an Affiliate of any beneficial interest in such
Issuer Trust.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Debt Securities on behalf
of the Company.

     "Perpetual Preferred Stock" means any stock of any class of the Company
which has a preference over Common Stock in respect of dividends or of amounts
payable in the event of any

                                       8
<PAGE>

voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not mandatorily redeemable or repayable, or redeemable or repayable
at the option of the Holder, otherwise than in shares of Common Stock or
Perpetual Preferred Stock of another class or series or with the proceeds of the
sale of Common Stock or Perpetual Preferred Stock.

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

     "Place of Capital Exchange", when used with respect to Debt Securities of
any series, means any place where the Debt Securities of such series are
exchangeable for Capital Securities as specified pursuant to Section 301.

     "Place of Payment", when used with respect to the Debt Securities of any
series means any place where the principal of (and premium, if any) and interest
on the Debt Securities of that series are payable as specified as contemplated
by Section 301.

     "Predecessor Security" of any particular Debt Security means every previous
Debt Security evidencing all or a portion of the same debt as that evidenced by
such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.

     "Primary Federal Regulator" means the primary United States federal
regulator of the Company (which at the date of this Indenture is the Board of
Governors of the Federal Reserve System), or any successor body or institution.

     "Property Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as therein provided.

     "ranking junior to the Debt Securities," when used with respect to any
obligation of the Company shall mean any obligation of the Company which (a)
ranks junior to and not equally with or prior to the Debt Securities (or any
other obligations of the Company ranking on a parity with the Debt Securities)
in right of payment upon the happening of any event of the kind specified in the
first sentence of the second paragraph in Section 1801 or (b) is specifically
designated as ranking junior to the Debt Securities by express provision in the
instrument creating or evidencing such obligation. The securing of any
obligations of the Company, otherwise ranking junior to the Debt Securities,
shall be deemed to prevent such obligations from constituting obligations
ranking junior to the Debt Securities.

     "ranking on a parity with the Debt Securities," when used with respect to
any obligation of the Company shall mean any obligation of the Company which (a)
ranks equally with and not prior to the Debt Securities in right of payment upon
the happening of any event of the kind specified in the first sentence of the
second paragraph in Section 1801 or (b) is

                                       9
<PAGE>

specifically designated as ranking on a parity with the Debt Securities by
express provision in the instrument creating or evidencing such obligation. The
securing of any obligations of the Company, otherwise ranking on a parity with
the Debt Securities, shall not be deemed to prevent such obligations from
constituting obligations ranking on a parity with the Debt Securities.

     "Redemption Date", when used with respect to any Debt Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "Redemption Price", when used with respect to any Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "Registered Security" means any Debt Security in the form of Registered
Securities established pursuant to Section 201 which is registered in the
Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 301.

     "Remarketing Entity", when used with respect to Debt Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such
Debt Securities.

     "Repayment Date", when used with respect to any Debt Security to be repaid
upon exercise of an option for repayment by the Holder, means the date fixed for
such repayment pursuant to this Indenture.

     "Repayment Price", when used with respect to any Debt Security to be repaid
upon exercise an option for repayment by the Holder, means the price at which it
is to be repaid pursuant to this Indenture.

     "Responsible Officer" when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.

     "Rights" has the meaning specified in Section 1906(c).

     "Rights Plan" means a plan of the Company providing for the issuance by the
Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock, and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
events or events.

     "Secondary Offering", when used with respect to the Debt Securities of any
series, means the offering and sale by the Company of Capital Securities for the
account of Holders of Debt Securities of such series who elect to receive cash
and not Capital Securities on the Capital Exchange Date for such series.

                                       10
<PAGE>

     "Securities Fund" means a fund pursuant to which the proceeds of sales of
Capital Securities are designated on the books of the Company for the payment of
any principal of any Debt Security pursuant to the provisions of Section 1501.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Debt" means

          (i) any of the Company's indebtedness for borrowed or purchased money,
     whether or not evidenced by bonds, debentures, notes or other written
     instruments,

          (ii) the Company's obligations under letters of credit,

          (iii) any of the Company's indebtedness or other obligations with
     respect to commodity contracts, interest rate and currency swap agreements,
     cap, floor and collar agreements, currency spot and forward contracts, and
     other similar agreements or arrangements designed to protect against
     fluctuations in currency exchange or interest rates, and

          (iv) any guarantees, endorsements (other than by endorsement of
     negotiable instruments for collection in the ordinary course of business)
     or other similar contingent obligations in respect of obligations of others
     of a type described in clauses (i), (ii) and (iii) above, whether or not
     such obligation is classified as a liability on a balance sheet prepared in
     accordance with generally accepted accounting principles,

in each case whether outstanding on the date of execution of this Indenture or
thereafter incurred, other than obligations ranking on a parity with the Debt
Securities (including without limitation the Trust Related Securities) or
ranking junior to the Debt Securities.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "Stated Maturity", when used with respect to any Debt Security or any
installment of interest (including any Additional Interest) thereon, means the
date specified in such Debt Security or a coupon representing such installment
of interest (including any Additional Interest) as the fixed date on which the
principal of such Debt Security or such installment is due and payable, subject,
in the case of any installment of interest, to the deferral of any such date in
the case of an Extension Period.

     "Tax Event" means the receipt by an Issuer Trust of an Opinion of Counsel
(as defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change

                                       11
<PAGE>

is effective or which pronouncement or decision is announced on or after the
date of issuance of the Capital Trust Securities of such Issuer Trust, there is
more than an insubstantial risk that (i) such Issuer Trust is, or will be within
90 days of the delivery of such Opinion of Counsel, subject to United States
Federal income tax with respect to income received or accrued on the
corresponding series of Debt Securities issued by the Company to such Issuer
Trust, (ii) interest payable by the Company on such corresponding series of Debt
Securities is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by the Company, in whole or in part, for United States
Federal income tax purposes, or (iii) such Issuer Trust is, or will be within 90
days of the delivery of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Trust Agreement" means, with respect to any Issuer Trust, the declaration
of trust, trust agreement or other governing instrument of such Issuer Trust.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Debt Securities
of any series shall mean the Trustee with respect to Debt Securities of that
series.

     "Trust Related Securities" means any obligations evidenced by debt
securities (and guarantees in respect of those debt securities) initially issued
to any trust, partnership or other entity affiliated with the Company that is,
directly or indirectly, a financing vehicle of the Company in connection with
the issuance by such entity of capital securities or other similar securities.

     "Trust Securities" has the meaning specified in the first recital of this
Indenture.

     "United States" means the United States of America (including the District
of Columbia) and its possessions.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "U.S. Government Obligations" means direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government

                                       12
<PAGE>

Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

     Section 102. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture (other than the delivery of any
Debt Security to the Trustee for authentication pursuant to Section 303), the
Company shall furnish to the Trustee, if so requested by the Trustee, an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

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

     Section 103. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                                       13
<PAGE>

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based is erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinions or representations with respect to such
matters is erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 104. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
If Debt Securities of a series are issuable in whole or in part as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may, alternatively, be embodied in and evidenced by the record of
Holders of Debt Securities voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debt Securities
duly called and held in accordance with the provisions of Article Sixteen, or a
combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such instrument
or instruments and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any
Person of a Debt Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section. The record of any meeting of
Holders of Debt Securities shall be proved in the manner provided in Section
1606.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

     (c) The ownership of Registered Securities shall be proved by the Security
Register.

     (d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory,

                                       14
<PAGE>

showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities in the amount and with the
serial numbers therein described; or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.

     (e) The fact and date of execution of any such instrument or writing, the
authority of the Person executing the same and the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in any other manner
which the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.

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

     (g) For purposes of determining the principal amount of Outstanding Debt
Securities of any series of Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under this Indenture, (i) each Original
Issue Discount Security shall be deemed to have the principal amount determined
by the Trustee that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security as of the date there is delivered
to the Trustee and, where it is hereby expressly required, to the Company, such
Act by Holders of the required aggregate principal amount of the Outstanding
Debt Securities of such series and (ii) each Debt Security denominated in a
Foreign Currency or composite currency shall be deemed to have the principal
amount determined by the Exchange Rate Agent by converting the principal amount
of such Debt Security in the currency in which such Debt Security is denominated
into Dollars at the Exchange Rate as of the date such Act is delivered to the
Trustee and, where it is hereby expressly required, to the Company, by Holders
of the required aggregate principal amount of the Outstanding Debt Securities of
such series (or, if there is no such rate on such date, such rate on the date
determined as specified as contemplated in Section 301).

     (h) The Company may set a record date for purposes of determining the
identity of Holders of Debt Securities of any series entitled to vote or consent
to any action by vote or consent authorized or permitted by Section 512 or
Section 513. Such record date shall be the later of 30 days prior to the first
solicitation of such consent or the date of the most recent list of Holders of
such Debt Securities furnished to the Trustee pursuant to Section 701 prior to
such solicitation.

                                       15
<PAGE>

     Section 105. Notices, etc., to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder, any holder of Capital Trust Securities
     or the Company shall be sufficient for every purpose hereunder (unless
     otherwise herein expressly provided), if made, given, furnished or filed in
     writing to or with the Trustee at its Corporate Trust Office, Attention:
     Corporate Trust Division, or

          (2) the Company by the Trustee, any Holder or any holder of Capital
     Trust Securities shall be sufficient for every purpose hereunder (unless
     otherwise herein expressly provided) if in writing and mailed, first-class
     postage prepaid, to the Company addressed to the attention of its Secretary
     at the address of its principal office specified in the first paragraph of
     this instrument or at any other address previously furnished in writing to
     the Trustee by the Company.

     Section 106. Notice to Holders; Waiver.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at such Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series are
then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if
the Debt Securities of such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in Luxembourg and, if the
Debt Securities of such series are then listed on any other stock exchange
outside the United States and such stock exchange shall so require, in any other
required city outside the United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to be not later than the
latest date and not earlier than the earliest date prescribed for the giving of
such notice.

     In case, by reason of the suspension of or irregularities in regular mail
service or for any other reason, it shall be impossible or impracticable to mail
notice of any event to Holders when said notice is required to be given pursuant
to any provision of this Indenture or of the Debt Securities, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice. In any case where notice to Holders of
Registered Securities is to be given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice by
publication to Holders of Bearer Securities given as provided above.

                                       16
<PAGE>

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
as provided above, then such method of publication or notification as shall be
made with the approval of the Trustee shall constitute a sufficient publication
of such notice. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

     Section 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

     Section 108. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     Section 109. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether expressed or not.

     Section 110. Separability Clause.

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

     Section 111. Benefits of Indenture.

     Nothing in this Indenture or in the Debt Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent, the Holders and, to the extent expressly
provided in Sections 502, 508, 509, 511, 513, 901

                                       17
<PAGE>

and 902, the holders of Capital Trust Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     Section 112. Governing Law.

     This Indenture and the Debt Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.

     Section 113. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Capital
Exchange Date, Repayment Date or Stated Maturity of any Debt Security shall not
be a Business Day at any Place of Payment or Place of Capital Exchange, then
(notwithstanding any other provision of this Indenture or of the Debt Securities
or coupons) payment of interest or principal (and premium, if any) or exchange
of Debt Securities for Capital Securities or cash need not be made at such Place
of Payment or Place of Capital Exchange on such date, but may be made on the
next succeeding Business Day at such Place of Payment or Place of Capital
Exchange with the same force and effect as if made on the Interest Payment Date,
Capital Exchange Date, Redemption Date, Repayment Date or at the Stated
Maturity, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, Capital Exchange Date or
Stated Maturity, as the case may be.

     Section 114. Counterparts.

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


                                   ARTICLE TWO

                               Debt Security Forms

     Section 201. Forms Generally.

     The Registered Securities, if any, and the Bearer Securities and related
coupons, if any, of each series shall be in substantially the form (including
temporary or permanent global form) as shall be established in or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange,
or as may, consistently herewith, be determined by the officers executing such
Debt Securities or coupons, as evidenced by their signatures on the Debt
Securities or coupons. If the form of Debt Securities of any series or coupons
(including any such Global Security) is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an

                                       18
<PAGE>

Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Debt Securities or coupons.

     Unless otherwise specified as contemplated by Section 301, Debt Securities
in bearer form other than Debt Securities in temporary or permanent global form
shall have coupons attached.

     The definitive Debt Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Debt Securities,
as evidenced by the execution of such Debt Securities and coupons.

     Section 202. Form of Trustee's Certificate of Authentication.

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.


                                            -----------------------------------
                                            , not in its individual capacity but
                                            solely as Trustee



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


     Section 203. Debt Securities in Global Form.

     If Debt Securities of a series are issuable in whole or in part in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(12) of Section 301 and the provisions of Section 302, such Global Security
shall represent such of the outstanding Debt Securities of such series as shall
be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Debt Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amounts, of
Outstanding Debt Securities represented thereby shall be made in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304.

     The provisions of the last sentence of Section 303(g) shall apply to any
Debt Securities represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be

                                       19
<PAGE>

accompanied by an Opinion of Counsel) with respect to the reduction in the
principal amount of Debt Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303(g).

     Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form.


                                  ARTICLE THREE

                               The Debt Securities

     Section 301. Amount Unlimited; Issuance in Series.

     The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

     The Debt Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Debt Securities of any series:

          (1) the title of the Debt Securities of the series (which shall
     distinguish the Debt Securities of the series from all other Debt
     Securities);

          (2) the limit, if any, upon the aggregate principal amount of the Debt
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for Debt Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other Debt
     Securities of the series pursuant to Section 304, 305, 306, 906, 1107,
     1303, 1408 or 1903 and except for any Debt Securities which, pursuant to
     Section 303, are deemed never to have been authenticated and delivered
     hereunder);

          (3) the date or dates on which the principal and premium, if any, of
     the Debt Securities of the series are payable;

          (4) the rate or rates, if any, at which the Debt Securities of the
     series shall bear interest, the rate or rates of and extent to which
     Additional Interest, if any, shall be payable in respect of any Debt
     Securities of the series, or the method or methods by which such rate or
     rates may be determined, the date or dates from which such interest or
     Additional Interest shall accrue, the Interest Payment Dates on which such
     interest shall be payable, the right, pursuant to Section 313 or as
     otherwise set forth therein, of the Company to defer or extend an Interest
     Payment Date, the Regular Record Date for the interest payable on any
     Registered Security on any Interest Payment Date and the other
     circumstances, if any, in which the Company may defer interest payments;

          (5) the place or places where, subject to the provisions of Section
     1002, the principal of (and premium, if any) and interest (including
     Additional Interest) on Debt

                                       20
<PAGE>

     Securities of the series shall be payable, any Registered Securities of the
     series may be surrendered for registration of transfer, Debt Securities of
     the series may be surrendered for exchange and notices and demands to or
     upon the Company in respect of the Debt Securities of the series and this
     Indenture may be served and where notices to Holders pursuant to Section
     106 will be published;

          (6) if applicable, the period or periods within which or the date or
     dates on which, the price or prices at which and the terms and conditions
     upon which Debt Securities of the series may be redeemed, in whole or in
     part, at the option of the Company;

          (7) if applicable, the place or places at which, the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Debt Securities shall be exchangeable for Capital Securities of
     the Company, which terms and conditions shall not be inconsistent with
     Article Fourteen;

          (8) any covenant or option of the Company to create a Securities Fund
     for the repayment of the Debt Securities and the terms and conditions of
     such Securities Fund, which terms and conditions shall not be inconsistent
     with Article Fifteen;

          (9) the obligation, if any, of the Company to redeem, repay or
     purchase Debt Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of a Holder thereof and the period or
     periods within which, the price or prices at which and the terms and
     conditions upon which Debt Securities of the series shall be redeemed,
     repaid or purchased, in whole or in part, pursuant to such obligation;

          (10) whether Debt Securities of the series are to be issuable as
     Registered Securities, Bearer Securities or both, whether Debt Securities
     of the series are to be issuable with or without coupons or both and, in
     the case of Bearer Securities, the date as of which such Bearer Securities
     shall be dated if other than the date of original issuance of the first
     Debt Security of such series of like tenor and term to be issued;

          (11) whether the Debt Securities of the series shall be issued in
     whole or in part in the form of a Global Security or Securities and, in
     such case, the Depositary and Global Exchange Agent for such Global
     Security or Securities, whether such global form shall be permanent or
     temporary and, if applicable, the Global Exchange Date;

          (12) if Debt Securities of the series are to be issuable initially in
     the form of a temporary Global Security, the circumstances under which the
     temporary Global Security can be exchanged for definitive Debt Securities
     and whether the definitive Debt Securities will be Registered and/or Bearer
     Securities and will be in global form and whether interest (including any
     Additional Interest) in respect of any portion of such Global Security
     payable in respect of an Interest Payment Date prior to the Global Exchange
     Date shall be paid to any clearing organization with respect to a portion
     of such Global Security held for its account and, in such event, the terms
     and conditions (including any certification requirements) upon which any
     such interest payment received by a clearing organization

                                       21
<PAGE>

     will be credited to the Persons entitled to interest payable on such
     Interest Payment Date if other than as provided in this Article Three;

          (13) whether, and under what conditions, additional amounts will be
     payable to Holders of Debt Securities of the series pursuant to Section
     1006;

          (14) the denominations in which any Registered Securities of the
     series shall be issuable, if other than denominations of $1,000 and any
     integral multiple thereof, and the denominations in which any Bearer
     Securities of such series shall be issuable, if other than the denomination
     of $5,000;

          (15) if other than the principal amount thereof, the portion of the
     principal amount of Debt Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (16) the currency or currencies of denomination of the Debt Securities
     of any series, which may be in Dollars, any Foreign Currency or any
     composite currency, including but not limited to the Euro, and, if any such
     currency of denomination is a composite currency other than the Euro, the
     agency or organization, if any, responsible for overseeing such composite
     currency;

          (17) the currency or currencies in which payment of the principal of
     (and premium, if any) and interest (including any Additional Interest) on
     the Debt Securities will be made, the currency or currencies, if any, in
     which payment of the principal of (and premium, if any) or the interest
     (including any Additional Interest) on Registered Securities, at the
     election of each of the Holders thereof, may also be payable and the
     periods within which and the terms and conditions upon which such election
     is to be made and the Exchange Rate and Exchange Rate Agent;

          (18) if the amount of payments of principal of (and premium, if any)
     or interest (including any Additional Interest) on the Debt Securities of
     the series may be determined with reference to an index based on a currency
     or currencies other than that in which the Debt Securities are denominated
     or designated to be payable, the manner in which such amounts shall be
     determined;

          (19) if payments of principal of (and premium, if any) or interest
     (including any Additional Interest) on the Debt Securities of the series
     are to be made in a Foreign Currency other than the currency in which such
     Debt Securities are denominated, the manner in which the Exchange Rate with
     respect to such payments shall be determined or if the Exchange Rate is to
     be determined otherwise than as provided in Section 101;

          (20) any Events of Default with respect to Debt Securities of such
     series, if not set forth herein and any Events of Default set forth herein
     that shall not apply to Debt Securities of the series;

                                       22
<PAGE>

          (21) any other covenant or warranty included for the benefit of the
     Debt Securities of the series in addition to (and not inconsistent with)
     those set forth herein for the benefit of Debt Securities of all series, or
     any other covenant or warranty included for the benefit of Debt Securities
     of the series in lieu of any covenant or warranty set forth herein for the
     benefit of Debt Securities of all series, or any provision that any
     covenant or warranty set forth herein for the benefit of Debt Securities of
     all series shall not be for the benefit of Debt Securities of such series,
     or any combination of such covenants, warranties or provisions and whether
     the provisions of Section 1005 will not apply such covenants and
     warranties;

          (22) the terms and conditions, if any, pursuant to which the Company's
     obligations under this Indenture may be terminated through the deposit of
     money or Eligible Instruments as provided in Articles Four and Seventeen;

          (23) the Person or Persons who shall be Security Registrar for the
     Debt Securities of such series if other than the Trustee, and the place or
     places where the Security Register for such series shall be maintained and
     the Person or Persons who will be the initial Paying Agent or Agents, if
     other than the Trustee;

          (24) whether the Debt Securities of the series are Convertible
     Securities and the terms related thereto including the Conversion Price and
     the date on which the right to convert expires;

          (25) if such Debt Securities are to be issued to an Issuer Trust, the
     form or forms of the Trust Agreement and Guarantee Agreement relating
     thereto;

          (26) if other than as set forth herein, the relative degree, if any,
     to which the Debt Securities of the series shall be senior to or be
     subordinated to other series of Debt Securities in right of payment,
     whether such other series of Debt Securities are Outstanding or not; and

          (27) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Debt Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

     Debt Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption or Repayment Dates and may be
denominated in different currencies or payable in different currencies.

                                       23
<PAGE>

     If any of the terms of a series of Debt Securities are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

     Section 302. Denominations.

     Debt Securities of each series shall be issuable in such form and
denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers' Certificate
delivered pursuant to Section 301. In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denominations of $5,000.

     Section 303. Execution, Authentication, Delivery and Dating.

     (a) The Debt Securities shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by its Treasurer or one of its Assistant Treasurers or its
Secretary or one of its Assistant Secretaries under its corporate seal
reproduced thereon. The signature of any of these officers on the Debt
Securities may be manual or facsimile. Coupons shall bear the facsimile
signature of an authorized officer of the Company.

     Debt Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Debt
Securities or coupons of any series or did not hold such offices at the date of
such Debt Securities or coupons.

     (b) At any time and from time to time after the execution and delivery of
this Indenture, Debt Securities of any series may be executed by the Company and
delivered to the Trustee for authentication, and, except as otherwise provided
in this Article Three, shall thereupon be authenticated and delivered by the
Trustee upon Company Order, without any further action by the Company; provided,
however, that, in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and, except in the case of a
temporary Global Security, only if the Company or its agent shall have received
the certification required pursuant to Sections 304(b)(iii) and (iv), unless
such certification shall have been provided earlier pursuant to section
304(b)(v) hereof, and only if the Company has no reason to know that such
certification is false.

     To the extent authorized in or pursuant to a Board Resolution and set forth
in an Officers' Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer
or employee of the Company, may be electronically transmitted, and may provide
instructions as to registration of holders, principal amounts, rates of
interest, maturity dates and other matters contemplated by such Board Resolution
and Officers' Certificate or supplemental indenture to be so instructed in
respect thereof. Before

                                       24
<PAGE>

authorizing and delivering the first Debt Securities of any series (and upon
request of the Trustee thereafter), the Company shall deliver to the Trustee (i)
the certificates called for under Sections 201 and 301 hereof and (ii) an
Opinion of Counsel described in the next sentence.

     In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any Debt Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of
such Debt Securities, and (subject to Section 601) shall be fully protected in
relying upon:

          (i) a Board Resolution relating thereto and, if applicable, an
     appropriate record of any action taken pursuant to such resolution
     certified by the Secretary or an Assistant Secretary of the Company;

          (ii) an executed supplemental indenture, if any, relating thereto;

          (iii) an Officers' Certificate setting forth the form and terms of the
     Debt Securities of such series and coupons, if any, pursuant to Sections
     201 and 301 and stating that all conditions precedent provided for in this
     Indenture relating to the issuance of such Debt Securities have been
     complied with; and

          (iv) an Opinion of Counsel stating

               (A) that the form of such Debt Securities and coupons, if any,
          has been established in or pursuant to a Board Resolution or by a
          supplemental indenture as permitted by Section 201 in conformity with
          the provisions of this Indenture;

               (B) that the terms of such Debt Securities and coupons, if any,
          have been established in or pursuant to a Board Resolution or by a
          supplemental indenture as permitted by Section 301 in conformity with
          the provisions of this Indenture; and

               (C) that such Debt Securities and coupons, if any, when
          authenticated and delivered by the Trustee and issued by the Company
          in the manner and subject to any conditions specified in such Opinion
          of Counsel, will constitute valid and binding obligations of the
          Company, enforceable in accordance with their terms, except that where
          Debt Securities of any series are to be exchanged for Capital
          Securities or paid from the Securities Fund, the issuance of Capital
          Securities will require further action by the Board of Directors, and
          subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally and the application of general principles
          of equity and except further as enforcement thereof may be limited by
          (i) requirements that a claim with respect to any Debt Securities
          denominated other than in Dollars (or a Foreign Currency or currency
          unit judgment in respect of such claim) be converted into Dollars at a
          rate of exchange prevailing on a date determined pursuant to
          applicable law or (ii) governmental authority to limit, delay

                                       25
<PAGE>

          or prohibit the making of payments in Foreign Currencies or currency
          units or payments outside the United States.

     (c) If the Company shall establish pursuant to Section 301 that the Debt
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an aggregate
amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary and (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instructions.

     (d) The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 303 if the issuance of such Debt
Securities will adversely affect the Trustee's own rights, duties or immunities
under the Debt Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

     (e) If all the Debt Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Debt Security, but such Opinion of Counsel, with appropriate
modifications, may instead be delivered at or prior to the time of the first
issuance of Debt Securities of such series.

     (f) Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     (g) No Debt Security or coupon attached thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Debt Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. Notwithstanding the
foregoing, if any Debt Security or portion thereof shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Debt Security or portion thereof has never been issued and
sold by the Company, for all purposes of this Indenture such Debt Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

     (h) Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be

                                       26
<PAGE>

a clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.

     (i) Debt Securities distributed to holders of Book-Entry Capital Securities
(as defined in the applicable Trust Agreement) upon the dissolution of an Issuer
Trust shall be distributed in the form of one or more Global Securities
registered in the name of a Depositary or its nominee, and deposited with the
Security Registrar, as custodian for such Depositary, or with such Depositary,
for credit by the Depositary to the respective accounts of the beneficial owners
of the Debt Securities represented thereby (or such other accounts as they may
direct). Debt Securities distributed to holders of Capital Trust Securities
other than Book-Entry Capital Securities upon the dissolution of an Issuer Trust
shall not be issued in the form of a Global Security or any other form intended
to facilitate book-entry trading in beneficial interests in such Debt
Securities.

     Section 304. Temporary Debt Securities.

     (a) Pending the preparation of definitive Debt Securities of any series,
the Company may execute, and upon receipt of documents required by Sections 301
and 303, together with a Company Order, the Trustee shall authenticate and
deliver, temporary Debt Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor and terms of the definitive Debt Securities in lieu of which they are
issued in registered form or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities may determine, as evidenced by their signatures on such Debt
Securities. In the case of Debt Securities of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, representing
all or any part of the Outstanding Debt Securities of such series.

     (b) Unless otherwise provided pursuant to Section 301:

          (i) Except in the case of temporary Debt Securities in global form, if
     temporary Debt Securities of any series are issued, the Company will cause
     definitive Debt Securities of such series to be prepared without
     unreasonable delay. After the preparation of definitive Debt Securities of
     such series, the related temporary Debt Securities shall be exchangeable
     for such definitive Debt Securities upon surrender of the temporary Debt
     Securities of such series at the office or agency of the Company in the
     Place of Payment for such series, without charge to the Holder. Upon
     surrender for cancellation of any one or more temporary Debt Securities of
     any series (accompanied, if applicable, by all unmatured coupons and all
     matured coupons in default appertaining thereto), the Company shall execute
     and the Trustee shall authenticate and deliver in exchange therefor a like
     principal amount of definitive Debt Securities of the same series of like
     tenor and terms and of authorized denominations; provided, however, that no
     Bearer Security shall be delivered in exchange for a Registered Security;
     and provided, further, that a Bearer Security shall be delivered in
     exchange for a Bearer Security only in compliance with the conditions set
     forth in Section 305.

                                       27
<PAGE>

          (ii) If Debt Securities of any series are issued in temporary global
     form, any such temporary Global Security shall, unless otherwise provided
     pursuant to Section 301, be delivered to the Depositary for the benefit of
     Euroclear and Clearstream, for credit to the respective accounts of the
     beneficial owners of such Debt Securities (or to such other accounts as
     they may direct).

          (iii) Without unnecessary delay but in any event not later than the
     date specified in, or determined pursuant to the terms of, any such
     temporary Global Security (the "Global Exchange Date"), the Company shall
     deliver definitive Debt Securities to the Trustee or the agent appointed by
     the Company pursuant to Section 301 to effect the exchange of the temporary
     Global Security for definitive Debt Securities (the "Global Exchange
     Agent"), in an aggregate principal amount equal to the principal amount of
     such temporary Global Security, executed by the Company. On or after the
     Global Exchange Date, such temporary Global Security shall be surrendered
     by the Depositary to the Global Exchange Agent, to be exchanged, in whole
     or from time to time in part, for definitive Debt Securities without charge
     and the Trustee or the Global Exchange Agent, if authorized by the Trustee
     pursuant to Section 614, shall authenticate and deliver, in exchange for
     each portion of such temporary Global Security, an equal aggregate
     principal amount of definitive Debt Securities of the same series of
     authorized denominations and of like tenor and terms as the portion of such
     temporary Global Security to be exchanged. Upon any exchange of a part of
     such temporary Global Security for definitive Debt Securities, the portion
     of the principal amount and any interest (including any Additional
     Interest) thereon so exchanged shall be endorsed by the Global Exchange
     Agent on a schedule to such temporary Global Security, whereupon the
     principal amount and interest payable with respect to such temporary Global
     Security shall be reduced for all purposes by the amount so exchanged and
     endorsed. The definitive Debt Securities to be delivered in exchange for
     any such temporary Global Security shall be in bearer form, registered
     form, global registered form or global bearer form, or any combination
     thereof, as specified as contemplated by Section 301, and, if any
     combination thereof is so specified, as requested by the beneficial owner
     thereof; provided, however, that, in the case of the exchange of the
     temporary Global Security for definitive Bearer Securities (including a
     definitive Global Bearer Security), upon such presentation by the
     Depositary, such temporary Global Security shall be accompanied by a
     certificate signed by Euroclear as to the portion of such temporary Global
     Security held for its account then to be exchanged and a certificate signed
     by Clearstream as to the portion of such temporary Global Security held for
     its account then to be exchanged, each in the form set forth in Exhibit B
     to this Indenture, unless such certificate(s) shall have been provided
     earlier pursuant to section 304(b)(v) hereof; and provided, further, that
     definitive Bearer Securities (including a definitive Global Bearer
     Security) shall be delivered in exchange for a portion of a temporary
     Global Security only in compliance with the requirements of Section 303.

          (iv) The interest of a beneficial owner of Debt Securities of a series
     in a temporary Global Security shall be exchanged for definitive Debt
     Securities of the same series and of like tenor and terms following the
     Global Exchange Date when the account holder instructs Euroclear or
     Clearstream, as the case may be, to request such exchange on such account
     holder's behalf and, in the case of the exchange of the temporary Global
     Security for definitive Bearer Securities (including a definitive Global
     Bearer Security),

                                       28
<PAGE>

     unless such certificate(s) shall have been provided earlier pursuant to
     Section 304(b)(v) hereof, the account holder delivers to Euroclear or
     Clearstream, as the case may be, a certificate in the form set forth in
     Exhibit A-1 and, if applicable, A-2 to this Indenture, dated no earlier
     than 15 days prior to the Global Exchange Date, copies of which certificate
     shall be available from the offices of Euroclear and Clearstream, the
     Global Exchange Agent, any authenticating agent appointed for such series
     of Debt Securities and each Paying Agent. Unless otherwise specified in
     such temporary Global Security, any such exchange shall be made free of
     charge to the beneficial owners of such temporary Global Security, except
     that a Person receiving definitive Debt Securities must bear the cost of
     insurance, postage, transportation and the like in the event that such
     Person does not take delivery of such definitive Debt Securities in person
     at the offices of Euroclear and Clearstream. Definitive Debt Securities in
     bearer form to be delivered in exchange for any portion of a temporary
     Global Security shall be delivered only outside the United States.

          (v) Until exchanged in full as hereinabove provided, the temporary
     Debt Securities of any series shall in all respects be entitled to the same
     benefits under this Indenture as definitive Debt Securities of the same
     series and of like tenor and terms authenticated and delivered hereunder,
     except that interest (including any Additional Interest) payable on a
     temporary Global Security on an Interest Payment Date shall be payable to
     Euroclear and Clearstream on such Interest Payment Date only if there has
     been delivery by Euroclear and Clearstream to the Global Exchange Agent of
     a certificate or certificates in the form set forth in Exhibit B to this
     Indenture dated no earlier than the first Interest Payment Date, for credit
     without further interest on or after such Interest Payment Date to the
     respective accounts of the Persons who are the beneficial owners of such
     temporary Global Security on such Interest Payment Date and who have each
     delivered to Euroclear or Clearstream, as the case may be, a certificate in
     the form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture
     dated no earlier than the first Interest Payment Date. Any interest so
     received by Euroclear and Clearstream and not paid as herein provided prior
     to the Global Exchange Date shall be returned to the Global Exchange Agent
     which, upon expiration of two years after such Interest Payment Date, shall
     repay such interest to the Company in accordance with Section 1003.

     Section 305. Registration; Registration of Transfer and Exchange.

     The Company shall cause to be kept at one of the offices or agencies to be
maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series which are
Registered Securities, a register (herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. Pursuant to Section 301, the Company shall
appoint, with respect to Debt Securities of each series which are Registered
Securities, a "Security Registrar" for the purpose of registering such Debt
Securities and transfers and exchanges of such Debt Securities as herein
provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and

                                       29
<PAGE>

the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series of any authorized denomination or denominations, of like tenor and terms
and aggregate principal amount.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
form and denomination, of like tenor and terms and aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Bearer Securities may not be delivered in exchange for Registered
Securities.

     At the option of the Holder, Registered Securities or Bearer Securities of
any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in
global form) of the same series, of any authorized denominations and of like
tenor and terms and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor and terms after the close of business at such
office or agency of (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be.

     Whenever any Debt Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Debt
Securities which the Holder making the exchange is entitled to receive.

     If at any time the Depositary for the Debt Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Debt Securities of such series or if at any time the Depositary for the Debt
Securities of such series shall no longer be eligible under Section 303(h), the
Company shall appoint a successor Depositary with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election pursuant
to Section 301(11) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the

                                       30
<PAGE>

Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that the
Debt Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in
whole or in part for Debt Securities of such series of like tenor and terms and
in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (a) to each Person specified by such Depositary a new Debt Security or
     Securities of the same series, of like tenor and terms and of any
     authorized denominations as requested by such person in aggregate principal
     amount equal to and in exchange for such Person's beneficial interest in
     the Global Security; and

          (b) to such Depositary a new Global Security of like tenor and terms
     and in a denomination equal to the difference, if any, between the
     principal amount of the surrendered Global Security and the aggregate
     principal amount of Debt Securities delivered to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations, if the
Debt Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in Exhibit A-1 and,
if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

     Upon the exchange of a Global Security for Debt Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized

                                       31
<PAGE>

denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Registered Securities to
the persons in whose names such Debt Securities are so registered. The Trustee
shall deliver Bearer Securities issued in exchange for a Global Security
pursuant to this Section to the persons, and in such authorized denominations,
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security unless the Company or its agent shall
have received from the person entitled to receive the definitive Bearer Security
a certificate substantially in the form set forth in Exhibit A-1 and, if
applicable, A-2 hereto; and provided further that delivery of a Bearer Security
shall occur only outside the United States; and provided further that no
definitive Bearer Security will be issued if the Company has reason to know that
any such certificate is false.

     All Debt Securities issued upon any registration of transfer or exchange of
Debt Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Debt
Securities surrendered upon such registration of transfer or exchange.

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

     No service charge shall be made for any registration of transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities of any particular series to be redeemed or exchanged
for Capital Securities for a period of fifteen days preceding the first
publication of the relevant notice of redemption or exchange or, if Registered
Securities are outstanding and there is no publication, the mailing of the
relevant notice of redemption or exchange, or (ii) to register the transfer of
or exchange any Registered Security so selected for redemption or exchange in
whole or in part, except the unredeemed or unexchanged portion of such
Registered Security being redeemed or exchanged in part, or (iii) to exchange
any Bearer Security so selected for redemption or exchange except that such a
Bearer Security may be exchanged for a Registered Security of like tenor and
terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption or exchange.

     Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such

                                       32
<PAGE>

exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such
exchanges thereafter unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders
to the Security Registrar.

     Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

     If (i) any mutilated Debt Security or a Bearer Security with a mutilated
coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security, to
the Trustee, or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security or coupon,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Company and the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of like tenor
and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupon, if any, appertaining to
such destroyed, lost or stolen Debt Security or to the Debt Security to which
such destroyed, lost or stolen coupon appertains; provided, however, that any
such new Bearer Security will be delivered only in compliance with the
conditions set forth in Section 305.

     In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States; and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

     Upon the issuance of any new Debt Security or coupons under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and printing expenses)
connected therewith.

     Every new Debt Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Bearer Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall
be entitled to all

                                       33
<PAGE>

the benefits of this Indenture equally and proportionately with any and all
other Debt Securities of that series and their coupons, if any, duly issued
hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities or coupons.

     Section 307. Payment of Interest and Additional Interest; Interest Rights
Preserved.

     Interest and any Additional Interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Registered Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. In case a Bearer Security of any series
is surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such series)
on any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest and any Additional Interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture. At the option of the
Company, payment of interest and any Additional Interest on any Registered
Security may be made by check in the currency designated for such payment
pursuant to the terms of such Registered Security mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account in such currency designated by such Person in
writing not later than ten days prior to the date of such payment.

     Any interest (including any Additional Interest) on any Registered Security
of any series which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of his having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Registered Security of such series and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Trustee an amount of money and/or, to the extent such Debt Securities are
     denominated and payable in Dollars only, Eligible Instruments the payments
     of principal and interest on which when due (and without reinvestment and
     providing no tax liability will be imposed upon the Trustee or the Holder
     of such Registered Securities) will provide money in such amounts as will
     (together with any money irrevocably deposited in trust with the Trustee,
     without investment) be equal to

                                       34
<PAGE>

     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money and/or
     Eligible Instruments when deposited to be held in trust for the benefit of
     the Persons entitled to such Defaulted Interest as in this Clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date. Unless the Trustee is acting as the Security Registrar,
     promptly after such Special Record Date, the Company shall furnish the
     Trustee with a list, or shall make arrangements satisfactory to the Trustee
     with respect thereto, of the names and addresses of, and principal amounts
     of Registered Securities of such series held by, the Holders appearing on
     the Security Register at the close of business on such Special Record Date.
     In the name and at the expense of the Company, the Trustee shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder of Registered Securities of such series at his address as it appears
     in the Security Register, not less than 10 days prior to such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Registered Securities of such series (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following Clause (2).
     In case a Bearer Security of any series is surrendered at the office or
     agency in a Place of Payment for such series in exchange for a Registered
     Security of such series after the close of business at such office or
     agency on any Special Record Date and before the opening of business at
     such office or agency on the related proposed date for payment of Defaulted
     Interest, such Bearer Security shall be surrendered without the coupon
     relating to such proposed date of payment and Defaulted Interest will not
     be payable on such proposed date of payment in respect of the Registered
     Security issued in exchange for such Bearer Security, but will be payable
     only to the Holder of such coupon when due in accordance with the
     provisions of this Indenture.

          (2) The Company may make payment of any Defaulted Interest on the
     Registered Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which the
     Registered Securities may be listed, and upon such notice as may be
     required by such exchange, if, after notice given by the Company to the
     Trustee of the proposed payment pursuant to this Clause, such manner of
     payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

     Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive the
interest payable on such coupon

                                       35
<PAGE>

upon presentation and surrender of such coupon on or after the Interest Payment
Date of such coupon at an office or agency maintained for such purpose pursuant
to Section 1002.

     If any Registered Security is exchanged for Capital Securities after any
record date and on or prior to the next succeeding Interest Payment Date (other
than any Debt Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be paid by
the Company on such Interest Payment Date notwithstanding such exchange, and
such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Debt Security is registered at the close
of business on such record date.

     If any Bearer Security is exchanged for Capital Securities after any record
date and on or prior to the next succeeding Interest Payment Date (other than
any Debt Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid by the
Company pursuant to such procedures as may be satisfactory to the Trustee.

     Section 308. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or of the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 307)
interest (including any Additional Interest) on such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     Section 309. Cancellation.

         Unless otherwise provided with respect to a series of Debt
Securities, all Debt Securities and coupons surrendered for payment, redemption,
repayment, transfer, exchange or credit against any sinking fund payment
pursuant to this Indenture, shall, if surrendered to the Company or any agent of
the Company, be delivered to the Trustee and shall be promptly cancelled

                                       36
<PAGE>

by it. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Debt Securities so
delivered shall be promptly cancelled by the Trustee. No Debt Securities shall
be authenticated in lieu of or in exchange for any Debt Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Debt Securities and coupons held by the Trustee shall be destroyed and
certification of their destruction delivered to the Company, upon request,
unless by a Company Order the Company shall direct that the cancelled Debt
Securities or coupons be returned to it.

     Section 310. Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, interest (including any Additional Interest) on the
Debt Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

     Section 311. Certification by a Person Entitled to Delivery of a Bearer
Security.

     Whenever any provision of this Indenture or a Debt Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee whose consent shall not
unreasonably be withheld.

     Section 312. Judgments.

     The Company may provide, pursuant to Section 301, for the Debt Securities
of any series that, to the fullest extent possible under applicable law and
except as may otherwise be specified as contemplated in Section 301, (a) the
obligation, if any, of the Company to pay the principal of (and premium, if any)
and interest (including any Additional Interest) on the Debt Securities of any
series and any appurtenant coupons in a Foreign Currency, composite currency or
Dollars (the "Designated Currency") as may be specified pursuant to Section 301
is of the essence and agrees that judgments in respect of such Debt Securities
shall be given in the Designated Currency; (b) the obligation of the Company to
make payments in the Designated Currency of the principal of (and premium, if
any) and interest (including any Additional Interest) on such Debt Securities
and any appurtenant coupons shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.

                                       37
<PAGE>

     Section 313. Deferrals of Interest Payment Dates.

     If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods as may be specified as contemplated by
Section 301 (each, an "Extension Period"), during which Extension Periods the
Company shall, if so specified as contemplated by Section 301, have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Debt Securities (together with Additional Interest thereon, if
any, at the rate specified for the Debt Securities of such series to the extent
permitted by applicable law); provided, however, that no Extension Period shall
extend beyond the Stated Maturity of the principal of the Debt Securities of
such series; and provided further, however that, unless otherwise specified as
contemplated by Section 301, during any such Extension Period, the Company shall
not (i) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank pari
passu in all respects with or junior in interest to the Debt Securities of such
series, or (ii) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange, redemption or conversion of any class or series
of the Company's capital stock (or any capital stock of a subsidiary of the
Company) for any other class or series of the Company's capital stock, or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (c) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the securities being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, (e) any payment by the Company under any
Guarantee Agreement, or (f) any dividend in the form of stock, warrants, options
or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock)]. Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest, provided that no Event of Default has occurred and is
continuing, and provided, further that no Extension Period shall exceed the
period or periods specified in such Debt Securities, extend beyond the Stated
Maturity of the principal of such Debt Securities or end on a date other than an
Interest Payment Date. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due on any Interest Payment Date, the Company may elect to begin a new
Extension Period, subject to the above conditions. No interest or Additional
Interest shall

                                       38
<PAGE>

be due and payable during an Extension Period, except at the end thereof, but
each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest as and to the extent
as may be specified as contemplated by Section 301. The Company shall give the
Holders of the Debt Securities of such series and the Trustee notice of its
election to begin any such Extension Period at least one Business Day prior to
the next succeeding Interest Payment Date on which interest on Debt Securities
of such series would be payable but for such deferral or, with respect to any
Debt Securities of a series issued to an Issuer Trust, so long as any such Debt
Securities are held by such Issuer Trust, at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Capital
Trust Securities of such Issuer Trust would be payable but for such deferral,
and (ii) the date on which the Property Trustee of such Issuer Trust is required
to give notice to holders of such Capital Trust Securities of the record date or
the date such Distributions are payable.

     The Trustee shall promptly give notice of the Company's election to begin
any such Extension Period to the Holders of the Outstanding Debt Securities of
such series.

     Section 314. Right of Set-Off.

     With respect to the Debt Securities of a series initially issued to an
Issuer Trust, notwithstanding anything to the contrary herein, the Company shall
have the right to set off any payment it is otherwise required to make in
respect of any such Debt Security to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee Agreement relating to such Debt Security or to a holder of Capital
Trust Securities pursuant to an action undertaken under Section 508 of this
Indenture.

     Section 315. Agreed Tax Treatment.

     Each Debt Security issued hereunder shall provide that the Company and, by
its acceptance of a Debt Security or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, such Debt Security
agree that for United States Federal, state and local tax purposes it is
intended that such Debt Security constitutes indebtedness.


                                  ARTICLE FOUR

                           Satisfaction and Discharge

     Section 401. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect,
including the provisions of Article Eighteen hereof (except as to any surviving
rights of registration of transfer or exchange of Debt Securities herein
expressly provided for and rights to receive payments of principal and interest
thereon (including any Additional Interest) and any right to receive additional
amounts, as provided in Section 1006) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when

                                       39
<PAGE>

          (1) either

               (A) all Debt Securities theretofore authenticated and delivered
          and all coupons appertaining thereto (other than (i) coupons
          appertaining to Bearer Securities surrendered in exchange for
          Registered Securities and maturing after such exchange, surrender of
          which is not required or has been waived as provided in Section 305,
          (ii) Debt Securities and coupons which have been destroyed, lost or
          stolen and which have been replaced or paid as provided in Section
          306, (iii) coupons appertaining to Bearer Securities called for
          redemption or surrendered for repayment and maturing after the
          relevant Redemption Date or Repayment Date, as appropriate, surrender
          of which has been waived as provided in Section 1106 or 1303 and (iv)
          Debt Securities and coupons for whose payment money and/or Eligible
          Instruments have theretofore been deposited in trust or segregated and
          held in trust by the Company and thereafter repaid to the Company or
          discharged from such trust, as provided in Section 1003) have been
          delivered to the Trustee cancelled or for cancellation; or

               (B) all such Debt Securities not theretofore delivered to the
          Trustee for cancellation

                    (i) have become due and payable, or

                    (ii) will become due and payable at their Stated Maturity
               within one year, or

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

               and the Company, in the case of (B)(i), (B)(ii) or (B)(iii)
          above, has irrevocably deposited or caused to be deposited with the
          Trustee as trust funds in trust for the purpose money and/or, to the
          extent such Debt Securities are denominated and payable in Dollars
          only, Eligible Instruments the payments of principal and interest on
          which when due (and without reinvestment and providing no tax
          liability will be imposed upon the Trustee or the Holders of Debt
          Securities) will provide money in such amounts as will (together with
          any money irrevocably deposited in trust with the Trustee, without
          investment) be sufficient to pay and discharge the entire indebtedness
          on such Debt Securities and coupons of such series for principal (and
          premium, if any) and interest (including any Additional Interest), and
          any mandatory sinking fund, repayment or analogous payments thereon,
          on the scheduled due dates therefor to the date of such deposit (in
          the case of Debt Securities and coupons which have become due and
          payable) or to the Stated Maturity or Redemption Date, if any, and all
          Repayment Dates (in the case of Debt Securities repayable at the
          option of the Holders thereof); provided, however, that in the event a
          petition for relief under the Bankruptcy Reform Act of 1978 or a
          successor statute is filed with respect to the Company within 91 days
          after the

                                       40
<PAGE>

          deposit, the obligations of the Company under the Indenture with
          respect to the Debt Securities of such series shall not be deemed
          terminated or discharged, and in such event the Trustee shall be
          required to return the deposited money and Eligible Instruments to the
          Company;

               (2) the Company has paid or caused to be paid all other sums
          payable hereunder by the Company; and

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel each stating that all conditions
          precedent herein provided for relating to the satisfaction and
          discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Eligible Instruments shall have been deposited with the Trustee pursuant to
Subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

     Section 402. Application of Trust Money and Eligible Instruments.

     (a) Subject to the provisions of the last paragraph of Section 1003, all
money and Eligible Instruments deposited with the Trustee pursuant to Section
401, 403 or 1701 shall be held in trust and such money and the principal and
interest received on such Eligible Instruments shall be applied by it, in
accordance with the provisions of the Debt Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest (including any Additional Interest) for whose payment such
money or Eligible Instruments have been deposited with the Trustee.

     (b) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any Eligible Instruments or money held by it as provided in
Section 403 or 1701 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such Eligible
Instruments or money were deposited or received.

     (c) If this Section 402(c) is specified, as contemplated by Section 301, to
be applicable to the Debt Securities of any series, the Trustee shall deliver to
the Company from time to time upon Company Request any Eligible Instruments held
by it as provided in Section 403 or 1701, provided that the Company in
substitution therefor simultaneously delivers to the Trustee, money or other
Eligible Instruments which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, would then be sufficient to satisfy the Company's
payment obligations in respect of the Debt Securities in the manner contemplated
by Section 403 or 1701.

                                       41
<PAGE>

     Section 403. Satisfaction, Discharge and Defeasance of Debt Securities of
any Series.

     If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such
Outstanding Debt Securities and related coupons shall no longer be in effect,
including the provisions of Article Eighteen hereof (except as to the rights of
Holders of Debt Securities to receive, from the trust fund described in
subparagraph (1) below, payment of (x) the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest (including
any Additional Interest) on such Debt Securities and related coupons on the
Stated Maturity of such principal (and premium, if any) or installment of
principal (and premium, if any) or interest (including any Additional Interest)
or (y) any mandatory sinking fund, repayment or analogous payments applicable to
the Debt Securities of that series on that day on which such payments are due
and payable in accordance with the terms of this Indenture and of such Debt
Securities, the Company's obligations with respect to such Debt Securities under
Sections 304, 305, 306, 1002, 1003 and 1006 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including those under Section
607 hereof); and (iii) the Trustee, at the expense of the Company, shall, upon
Company Order, execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when

          (1) either

               (A) with respect to all Outstanding Debt Securities of such
          series and related coupons, with reference to this Section 403, the
          Company has deposited or caused to be deposited with the Trustee (or
          another trustee satisfying the requirements of Section 609 who shall
          agree to comply with the provisions of this Section 403 applicable to
          it) irrevocably, as trust funds in trust, money and/or, to the extent
          such Debt Securities are denominated and payable in Dollars only,
          Eligible Instruments the payments of principal and interest on which
          when due (and without reinvestment and providing no tax liability will
          be imposed upon the Trustee or the Holders of such Debt Securities)
          will provide money in such amounts as will (together with any money
          irrevocably deposited in trust with the Trustee, without investment)
          be sufficient to pay and discharge (i) the principal of (and premium,
          if any) and interest (including any Additional Interest) on the
          Outstanding Debt Securities of that series and related coupons on the
          Stated Maturity of such principal or interest (including any
          Additional Interest) or, if such series may be redeemed by the Company
          prior to the Stated Maturity thereof, and the Company shall have given
          irrevocable instructions to the Trustee to effect such redemption, at
          the date fixed for such redemption pursuant to Article Eleven, and
          (ii) any mandatory sinking fund payments or analogous payments
          applicable to Debt Securities of such series on the date on which such
          payments are due and payable in accordance with the terms of this
          Indenture and of such Debt Securities; or

                                       42
<PAGE>

               (B) the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified, as contemplated by Section
          301, to be applicable to the Debt Securities of such series;

          (2) the Company has paid or caused to be paid all sums payable with
     respect to the Outstanding Debt Securities of such series and related
     coupons;

          (3) such deposit will not result in a breach of, or constitute a
     default under, this Indenture or any other agreement or instrument to which
     the Company is a party or by which it is bound;

          (4) no Event of Default or event which, with the giving of notice or
     lapse of time, or both, would become an Event of Default with respect to
     the Debt Securities of such series shall have occurred and be continuing on
     the date of such deposit and no Event of Default under Section 501(5) or
     Section 501(6) or event which, with the giving of notice or lapse of time,
     or both, would become an Event of Default under Section 501(5) or Section
     501(6) shall have occurred and be continuing on the 91st day after such
     date; provided, however, that should that condition fail to be satisfied on
     or before such 91st day, the Trustee shall promptly, upon satisfactory
     receipt of evidence of such failure, return such deposit to the Company;

          (5) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (a) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling, or (b) since the date
     of this Indenture there has been a change in applicable Federal income tax
     law, in either case to the effect that, and based thereon such Opinion of
     Counsel shall confirm that, the Holders of Debt Securities and related
     coupons of such series will not recognize income, gain or loss for Federal
     income tax purposes as a result of such deposit, defeasance and discharge
     and will be subject to Federal income tax on the same amount and in the
     same manner and at the same times as would have been the case if such
     deposit, defeasance and discharge had not occurred;

          (6) if the Debt Securities of that series are then listed on any
     domestic or foreign securities exchange, the Company shall have delivered
     to the Trustee an Opinion of Counsel to the effect that such deposit,
     defeasance and discharge will not cause such Debt Securities to be
     delisted;

          (7) such deposit shall have been effected in compliance with any
     additional terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 301; and

          (8) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of the
     entire indebtedness of all Outstanding Debt Securities and related coupons
     have been complied with.

                                       43
<PAGE>

     Any deposits with the Trustee referred to in Section 403(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance satisfactory to the Trustee. If any Outstanding Debt
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

     Upon the satisfaction of the conditions set forth in this Section 403 with
respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

     Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of Debt
Securities, the obligations of the Company to the Trustee under Section 607, and
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003, shall survive with respect to such series of Debt Securities.

                                  ARTICLE FIVE

                                    Remedies

     Section 501. Events of Default.

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

          (1) default in the payment of any interest upon any Debt Security of
     such series or a related coupon, if any, when it becomes due and payable,
     and continuance of such default for a period of 30 days (subject to the
     deferral of any due date in the case of an Extension Period); or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Debt Security of such series at its Maturity; or

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Debt Security of such series; or

                                       44
<PAGE>

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of Debt Securities of a series other than
     such series), and continuance of such default or breach for a period of 90
     days after there has been given by registered or certified mail, to the
     Company by the Trustee, or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the Outstanding Debt Securities of such
     series, a written notice specifying such default or breach and requiring it
     to be remedied and stating that such notice is a "Notice of Default"
     hereunder; or

          (5) the entry of a decree or order for relief in respect of the
     Company by a court having jurisdiction in the premises in an involuntary
     case under the Federal bankruptcy laws, as now or hereafter constituted,
     and the continuance of any such decree or order unstayed and in effect for
     a period of 60 consecutive days; or

          (6) the commencement by the Company of a voluntary case under the
     Federal bankruptcy laws, as now or hereafter constituted, or the consent by
     the Company to the entry of a decree or order for relief in an involuntary
     case under any such law; or

          (7) any other Event of Default, if any, provided with respect to Debt
     Securities of such series specified as contemplated by Section 301.

     Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding
Debt Securities of such series may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of and
all accrued but unpaid interest (including any Additional Interest) on all the
Debt Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by such Holders), provided
that, in the case of the Debt Securities of a series issued to an Issuer Trust,
if, upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of such series fail to
declare the principal of all the Outstanding Debt Securities of such series to
be immediately due and payable, either the Property Trustee or the holders of at
least 25% in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the related series of Capital Trust Securities issued by such
Issuer Trust then outstanding shall have the right to make such declaration by a
notice in writing to the Company and the Trustee; and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. Upon payment of such amount, all obligations of the Company in respect
of the payment of principal of the Debt Securities of such series shall
terminate.

                                       45
<PAGE>

     At any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue installments of interest on all Debt Securities
          of such series and any related coupons and any accrued Additional
          Interest on all Debt Securities of such series,

               (B) the principal of (and premium, if any, on) any Debt
          Securities of such series which have become due otherwise than by such
          declaration of acceleration and interest and Additional Interest
          thereon at the rate or rates prescribed therefor in such Debt
          Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest on each Debt Security
          and any related coupons at the rate or rates prescribed therefor in
          such Debt Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

     and

          (2) all Events of Default with respect to Debt Securities of such
     series, other than the non-payment of the principal of such series which
     have become due solely by such declaration of acceleration, have been cured
     or waived as provided in Section 513;

provided, however, that in the case of Debt Securities of a series initially
issued to an Issuer Trust, any such recission and annulment shall require the
consent of the holders of a majority in aggregate Liquidation Amount (as defined
in the related Trust Agreement) of the related series of Capital Trust
Securities then outstanding.

     In the case of Debt Securities of a series initially issued to an Issuer
Trust, if the Holders of such Debt Securities fail to annul such declaration and
waive such default, the holders of a majority in aggregate Liquidation Amount
(as defined in the related Trust Agreement) of the related series of Capital
Trust Securities issued by such Issuer Trust then outstanding shall also have
the right to rescind and annul such declaration and its consequences by written
notice to the Company and the Trustee, subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section 502.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                                       46
<PAGE>

     Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if:

          (1) default is made in the payment of any installment of interest
     (including any Additional Interest) on any Debt Security or any related
     coupon when such interest becomes due and payable and such default
     continues for a period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Debt Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities and coupons, the amount then due and payable on
such Debt Securities and coupons for principal (and premium, if any) and
interest (including any Additional Interest), including the delivery of any
Capital Securities then required to be delivered, and, to the extent that
payment of such interest shall be legally enforceable, interest upon the overdue
principal (and premium, if any) and, upon overdue installments of interest, at
the rate or rates prescribed therefor in such Debt Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts (including the delivery of any
Capital Securities then required to be delivered) forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and the
delivery of any Capital Securities required to be delivered and not so
delivered, or, in the case of the failure to deliver Capital Securities, money
equal to the principal amount of the Debt Securities for which the Capital
Securities were to be exchanged, and may prosecute such proceeding to judgment
or final decree, and may enforce the same against the Company or any other
obligor upon such Debt Securities and coupons and collect the moneys (or money
equal to the principal amount of any Debt Securities for which Capital
Securities were to be exchanged) adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Debt Securities and coupons, wherever situated.

     If an Event of Default with respect to Debt Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Debt Securities of such
series and any related coupons by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

     Section 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or any

                                       47
<PAGE>

related coupons or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest (including any
Additional Interest)) shall be entitled and empowered, by intervention in such
proceedings or otherwise,

          (1) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest (including any Additional Interest) owing and
     unpaid in respect of the Debt Securities of such series and any appurtenant
     coupons and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for the reasonable compensation, expenses, disbursements and advances of
     the Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

     Section 505. Trustee May Enforce Claims without Possession of Debt
Securities or Coupons.

     All rights of action and claims under this Indenture or the Debt Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Debt Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name, as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Debt Securities
and coupons in respect of which such judgment has been recovered.

                                       48
<PAGE>

     Section 506. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any) or interest (including any Additional Interest), upon presentation of
the Debt Securities or coupons, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     607;

          SECOND: To the payment of amounts then due and unpaid to the holders
     of Senior Debt, to the extent required by Article Eighteen;

          THIRD: To the payment of the amounts then due and unpaid for principal
     of (and premium, if any) and interest (including any Additional Interest)
     on the Debt Securities and any coupons, in respect of which or for the
     benefit of which such money has been collected ratably, without preference
     or priority of any kind, according to the amounts due and payable on such
     Debt Securities and any coupons for principal (and premium, if any) and
     interest (including any Additional Interest), respectively. The Holders of
     each series of Debt Securities denominated in Euro, any other composite
     currency or a Foreign Currency and any matured coupons relating thereto
     shall be entitled to receive a ratable portion of the amount determined by
     the Exchange Rate Agent by converting the principal amount Outstanding of
     such series of Debt Securities and matured but unpaid interest (including
     any Additional Interest) on such series of Debt Securities in the currency
     in which such series of Debt Securities is denominated into Dollars at the
     Exchange Rate as of the date of declaration of acceleration of the Maturity
     of the Debt Securities; and

          FOURTH: The balance, if any, to the Person or Persons entitled
     thereto.

     Section 507. Limitation on Suits.

     No Holder of any Debt Securities of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Debt Securities of such
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Debt Securities of such series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

                                       49
<PAGE>

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Debt Securities of such series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

     Section 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest and to Exchange Debt Securities for Capital Securities; Direct
Action by Holders of Capital Trust Securities.

     Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest (including any Additional Interest) on such Debt Security
or payment of such coupon on the respective Stated Maturity or Maturities
expressed in such Debt Security or coupon (or, in the case of redemption or
repayment, on the Redemption Date or the Repayment Date, as the case may be), to
have the Debt Securities exchanged for Capital Securities pursuant to Article
Fourteen, if applicable, and to institute suit for the enforcement of any such
payment or exchange, and such right shall not be impaired without the consent of
such Holder, subject, however, to the provisions of Article Eighteen. In the
case of Debt Securities of a series issued to an Issuer Trust, any registered
holder of the series of Capital Trust Securities issued by such Issuer Trust
shall have the right, upon the occurrence of an Event of Default described in
Section 501(1) or (2), to institute a suit directly against the Company for
enforcement of payment to such holder of principal of (premium, if any) and
(subject to Sections 307 and 313) interest (including any Additional Interest)
on the Debt Securities having a principal amount equal to the aggregate
Liquidation Amount (as defined in the related Trust Agreement) of such Capital
Trust Securities held by such holder.

     Section 509. Restoration of Rights and Remedies.

     If the Trustee, any Holder or any holder of Capital Trust Securities issued
by an Issuer Trust has instituted any proceedings to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital Trust Securities, then and in every such case the Company, the
Trustee, the Holders and the holders of Capital Trust Securities shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee, the Holders and the holders of the Capital Trust Securities shall
continue as though no such proceeding had been instituted.

                                       50
<PAGE>

     Section 510. Rights and Remedies Cumulative.

     Except as otherwise provided in Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     Section 511. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Debt Security
or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders and the right and remedy
given to the holders of Capital Trust Securities by Section 508 may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee, the
Holders or the holders of Capital Trust Securities, as the case may be.

     Section 512. Control by Holders of Debt Securities.

     The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of such series, provided, that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) subject to the provisions of Section 601, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall, by a Responsible Officer or Responsible Officers of the
     Trustee, determine that the proceedings so directed would be unjustly
     prejudicial to the Holders of Debt Securities of such series not joining in
     any such direction; and

          (3) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

     Section 513. Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series on behalf of the Holders of all the
Debt Securities of any such series and any related coupons and, in the case of
any Debt Securities of a series initially issued to an Issuer Trust, the holders
of a majority in aggregate Liquidation Amount (as defined in the related Trust

                                       51
<PAGE>

Agreement) of Capital Trust Securities issued by such Issuer Trust may waive any
past default hereunder with respect to such series and its consequences, except
a default

          (1) in the payment of the principal of (or premium, if any) or
     interest (including any Additional Interest) on any Debt Security of such
     series, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Debt Security of such series or coupons affected;

provided, however, that in the case of any Debt Securities of a series initially
issued by an Issuer Trust, such waiver shall not be effective as to such Debt
Securities unless the holders of at least a majority in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of Capital Trust Securities
issued by such Issuer Trust shall have consented to such waiver; provided
further, that if the consent of the Holder of each Outstanding Debt Security is
required, such waiver shall not be effective unless each holder of Capital Trust
Securities issued by such Issuer Trust shall have consented to such waiver.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     Section 514. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Debt Security
or coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having a due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Company or the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest (including any Additional Interest) on any Debt Security or the
payment of any coupons on or after the respective Stated Maturity or Maturities
expressed in such Debt Security or coupon (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be) or for the enforcement of the right to exchange any Debt Securities for
Capital Securities as provided in Article Fourteen.

     Section 515. Waiver of Stay or Extension Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law whenever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefits or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                       52
<PAGE>

                                   ARTICLE SIX

                                   The Trustee

     Section 601. Certain Duties and Responsibilities.

     The duties and responsibilities of the Trustee shall be as provided in the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     Section 602. Notice of Default.

     If a default occurs hereunder with respect to Debt Securities of any series
the Trustee shall transmit by mail to all Holders of Debt Securities of such
series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 30 days after the
occurrence thereof; and provided further, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest (including
any Additional Interest) on any Debt Security of such series or any related
coupons or in the payment of any sinking fund installment with respect to Debt
Securities of such series or in the exchange of Capital Securities for Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

     Section 603. Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

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

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

                                       53
<PAGE>

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

     (d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Debt Securities of such series or any related coupons pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (f) the 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, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney,
other than any such books or records containing information as to the affairs of
the customers of the Company or any of its subsidiaries; provided that the
Trustee may examine such books and records relating to customers to the extent
that such books and records contain information as to any payments made to such
customers in their capacity as Holders of Debt Securities; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the 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; no Exchange Rate Agent, Capital Exchange Agent, Global Exchange
Agent, Depositary or Paying Agent shall be deemed an agent of the Trustee and
the Trustee shall not be responsible for any act or omission by any of them.

     Section 604. Not Responsible for Recitals or Issuance of Debt Securities.

     The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any coupons, and the
information in any registration statement, including all attachments thereto,
except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or any
coupons or any Capital Securities. The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds
thereof. The Trustee shall not be responsible for and makes no representations
to the Company's ability or authority to issue Bearer Securities or the
lawfulness thereof.

                                       54
<PAGE>

     Section 605. May Hold Debt Securities or Coupons.

     The Trustee, any Paying Agent, the Security Registrar or any other agent of
the Company or the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities and coupons, and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such agent.

     Section 606. Money Held in Trust.

     Money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

     Section 607. Compensation and Reimbursement.

     The Company agrees

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder which shall have been separately
     agreed to by the Company and the Trustee (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

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

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     claim, loss, liability or expense incurred without negligence or bad faith
     on its part, arising out of or in connection with the acceptance or
     administration of this trust or performance of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this Section the Trustee shall have a claim prior to the Debt Securities and any
coupons upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Debt Securities or any coupons. The claims of the
Trustee under this Section shall not be subject to the provisions of Article
Eighteen. The provisions of this Section 607 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

                                       55
<PAGE>

     Section 608. Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest with respect to Debt Securities of any series by virtue of being a
trustee under this Indenture with respect to Debt Securities of any particular
series of Debt Securities other than that series. The Trust Agreement and the
Guarantee Agreement with respect to each Issuer Trust shall be deemed to be
specifically described in this Indenture for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

     Section 609. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$5,000,000, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at
any time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, 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. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     Section 610. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

     (b) The Trustee may resign at any time with respect to the Debt Securities
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.

     (c) The Trustee may be removed at any time with respect to the Debt
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Debt Securities of such series, delivered to the Trustee and
to the Company.

                                       56
<PAGE>

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608 with respect to
     the Debt Securities of any series after written request therefor by the
     Company or by any Holder who has been a bona fide Holder of a Debt Security
     of such series for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 with
     respect to any series of Debt Securities and shall fail to resign after
     written request therefor by the Company or by any such Holder, or

          (3) the Trustee shall become incapable of acting with respect to any
     series of Debt Securities or a decree or order for relief by a court having
     jurisdiction in the premises shall have been entered in respect of the
     Trustee in an involuntary case under the Federal bankruptcy laws, as now or
     hereafter constituted, or any other applicable Federal or State bankruptcy,
     insolvency or similar law; or a decree or order by a court having
     jurisdiction in the premises shall have been entered for the appointment of
     a receiver, custodian, liquidator, assignee, trustee, sequestrator or other
     similar official of the Trustee or of its property or affairs, or any
     public officer shall take charge or control of the Trustee or of its
     property or affairs for the purpose of rehabilitation, conservation,
     winding up or liquidation, or

          (4) the Trustee shall commence a voluntary case under the Federal
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or State bankruptcy, insolvency or similar law or shall consent to
     the appointment of or taking possession by a receiver, custodian,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Trustee or its property or affairs, or shall make an assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due, or shall take corporate action in
     furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to such series or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Debt Security of any series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee. In
addition, the Company may remove the Trustee if the Company shall determine by a
Board Resolution that the services provided by the Trustee may be obtained at a
substantially lower cost to the Company.

     (e) If the Trustee shall resign, be removed or become incapable of acting
with respect to any series of Debt Securities, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Debt Securities of one
or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Debt Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Debt Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the

                                       57
<PAGE>

Debt Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debt Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Debt Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Debt
Security of such series for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Debt
Securities of such series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each Place of Payment
located outside the United States. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

     Section 611. Acceptance of Appointment by Successor.

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

     (b) In the case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee upon payment of its charges and each successor Trustee with
respect to the Debt Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Debt Securities, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Debt
Securities of that or those series as to which the retiring Trustee is not

                                       58
<PAGE>

retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on the request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

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

     Section 612. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the executing or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

     Section 613. Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor upon the
Debt Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding collection of claims against the Company (or any such
other obligor).

                                       59
<PAGE>

     Section 614. Authenticating Agent.

     The Trustee shall upon Company request appoint one or more authenticating
agents (including, without limitation, the Company or any Affiliate thereof)
with respect to one or more series of Debt Securities which shall be authorized
on behalf of the Trustee in authenticating Debt Securities of such series in
connection with the issue, delivery, registration of transfer, exchange, partial
redemption or repayment of such Debt Securities. Wherever reference is made in
this Indenture to the authentication of Debt Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an authenticating agent and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent. Each authenticating agent must be acceptable to the
Company and must be a corporation organized and doing business under the laws of
the United States or of any State, having a combined capital and surplus of at
least $1,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by Federal or State authorities or the equivalent
foreign authority, in the case of an authenticating agent who is not organized
and doing business under the laws of the United States or of any State thereof
or the District of Columbia.

     The Trustee hereby initially appoints Wells Fargo Bank Minnesota, N.A. as
its authenticating agent.

     Any corporation succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.

     An authenticating agent may at any time resign with respect to one or more
series of Debt Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
authenticating agent with respect to one or more series of Debt Securities by
giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may appoint
a successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this Section.

     The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be
applicable to any authenticating agent.

     Pursuant to each appointment made under this Section, the Debt Securities
of each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:

                                       60
<PAGE>

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.



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


                                     By
                                        ---------------------------------------
                                        As Authenticating Agent for the Trustee



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


                                  ARTICLE SEVEN

                Holders' Lists and Reports By Trustee and Company

     Section 701. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

          (1) semi-annually, not more than 15 days after the Regular Record Date
     in respect of the Debt Securities of such series or on May 15 and November
     15 of each year with respect to each series of Debt Securities for which
     there are no Regular Record Dates, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Registered
     Securities as of such Regular Record Date or May 1 or November 1, as the
     case may be, and

          (2) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

     Section 702. Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Registered Securities
received by the Trustee in its capacity as Paying Agent or Security Registrar,

                                       61
<PAGE>

if so acting. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. The Trustee shall preserve
for at least two years the names and addresses of Holders of Bearer Securities
filed with the Trustee by such Holders.

     (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Debt Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

     (c) Every Holder of Debt Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of any disclosure of information
as to the names and addresses of the Holders made pursuant to the Trust
Indenture Act.

     Section 703. Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Debt Securities pursuant to this Indenture and at
any other time required by the Trust Indenture Act, the Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this
Indenture and such other matters as may be required pursuant to the Trust
Indenture Act in the manner required by the Trust Indenture Act.

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Debt
Securities of such series are listed, with the Commission and also with the
Company. The Company will notify the Trustee when any series of Debt Securities
are listed on any stock exchange.

     Section 704. Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the time and
in the manner pursuant to such Act; provided that such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

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                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

     Section 801. Company May Consolidate, etc. Only on Certain Terms.

     The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

          (1) the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Company substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any political subdivision thereof or any
     State thereof and shall expressly assume, by an indenture supplemental
     hereto, executed and delivered to the Trustee, in form satisfactory to the
     Trustee, the due and punctual payment of the principal of (and premium, if
     any) and interest (including any Additional Interest and all additional
     amounts, if any, payable pursuant to Section 1006) on all the Debt
     Securities and any related coupons and the performance of every covenant of
     this Indenture on the part of the Company to be performed or observed;

          (2) immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time, or both, would
     become an Event of Default, shall have happened and be continuing; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel each stating that such consolidation, merger,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been met.

     Section 802. Successor Corporation Substituted.

     Upon any consolidation with or merger into any other corporation, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the Person named as the "Company" in the
first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities and coupons.

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                                  ARTICLE NINE

                             Supplemental Indentures

     Section 901. Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another corporation to the Company,
     and the assumption by such successor of the covenants of the Company herein
     and in the Debt Securities contained; or

          (2) to add to the covenants of the Company, for the benefit of the
     Holders of all or any series of Debt Securities or coupons (and if such
     covenants are to be for the benefit of less than all series of Debt
     Securities or coupons, stating that such covenants are expressly being
     included solely for the benefit of such series), to convey, transfer,
     assign, mortgage or pledge any property to or with the Trustee, or to
     surrender any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default (and if such Events of
     Default are to be applicable to less than all series of Debt Securities,
     stating that such Events of Default are expressly being included solely to
     be applicable to such series); or

          (4) to add to, change or eliminate any of the provisions of this
     Indenture to provide that Bearer Securities may be registrable as to
     principal, to change or eliminate any restrictions on the payment of
     principal (or premium, if any) on Registered Securities or of principal (or
     premium, if any) or any interest on Bearer Securities, to permit Bearer
     Securities to be issued in exchange for Registered Securities of other
     authorized denominations or to permit or facilitate the issuance of Debt
     Securities in uncertificated form, provided any such action shall not
     adversely affect the interests of the Holders of Debt Securities of any
     series or any related coupons in any material respect; or

          (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination (a) shall become effective
     only when there is no Debt Security Outstanding of any series created prior
     to the execution of such supplemental indenture which is entitled to the
     benefit of such provisions or (b) shall not apply to any Debt Security
     Outstanding; or

          (6) to establish the form or terms of Debt Securities of any series as
     permitted by Sections 201 and 301; or

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Debt Securities of one
     or more series and to add to or

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<PAGE>

     change any of the provisions of this Indenture as shall be necessary to
     provide for or facilitate the administration of the trusts hereunder by
     more than one Trustee, pursuant to the requirements of Section 611(b); or

          (8) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture which shall not be inconsistent with
     any provision of this Indenture, provided such other provisions shall not
     adversely affect the interests of the Holders of Debt Securities of any
     series or any related coupons in any material respect or, in the case of
     the Debt Securities of a series issued to an Issuer Trust and for so long
     as any of the corresponding series of Capital Trust Securities issued by
     such Issuer Trust shall remain outstanding, the holders of such Capital
     Trust Securities; or

          (9) to add to or change or eliminate any provision of this Indenture
     as shall be necessary or desirable in accordance with any amendments to the
     Trust Indenture Act, provided such action shall not adversely affect the
     interest of Holders of Debt Securities of any series or any appurtenant
     coupons in any material respect.

     Section 902. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of all series affected by such
supplemental indenture, acting together as a class, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities of such series and any related coupons; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security or coupon affected thereby,

          (1) change the Stated Maturity of the principal or any installment of
     principal of, or any installment of interest (including any Additional
     Interest) on, any Debt Security (other than to the extent set forth in any
     such Debt Security), or reduce the principal amount thereof or the interest
     thereon or any premium payable upon redemption or repayment thereof, or
     change any obligation of the Company to pay additional amounts pursuant to
     Section 1006 (except as contemplated by Section 801(1) and permitted by
     Section 901(1)), or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502, or change any
     Place of Payment, or the coin or currency in which any Debt Security or the
     interest thereon or any coupon is payable, or impair any right to the
     delivery of Capital Securities in exchange for Debt Securities provided for
     in this Indenture or the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption or repayment, on or after the Redemption Date or Repayment Date
     or Capital Exchange Date, as the case may be), or

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<PAGE>

          (2) reduce the percentage in principal amount of the Outstanding Debt
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or reduce the requirements of Section 1604 for quorum or voting,
     or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1005, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Debt Security
     affected thereby; provided, however, that this clause shall not be deemed
     to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1005, or the deletion of this proviso, in accordance with the
     requirements of Section 611(b) and 901(7); or

          (4) adversely affect the right to repayment, if any, of Debt
     Securities of any series at the option of the Holders thereof; or

          (5) impair the right of any Holder of Debt Securities of any series to
     receive Capital Securities on any Capital Exchange Date for Debt Securities
     of such series with a Market Value equal to the principal amount of such
     Holder's Debt Securities of such series or in an amount sufficient to
     provide proceeds upon sale by the Company in the Secondary Offering equal
     to the principal amount of such Holder's Debt Securities of such series; or

          (6) impair the right of any Holder of Convertible Securities of any
     series to convert such Debt Securities pursuant to Article Nineteen;

and provided, further, that no change shall be made in the provisions of Article
Eighteen that will affect adversely the holders of Senior Debt without the
consent of the holders of all Senior Debt Outstanding; and provided, further,
that, in the case of the Debt Securities of a series issued to an Issuer Trust,
so long as any of the corresponding series of Capital Trust Securities issued by
such Issuer Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such related Capital Trust Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of compliance with any covenant under this Indenture shall be effective,
without the prior consent of the holders of at least a majority of the aggregate
Liquidation Amount (as defined in the related Trust Agreement) of such Capital
Trust Securities then outstanding unless and until the principal of (and
premium, if any, on) the Debt Securities of such series and all accrued and
(subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full, (ii) no such amendment or waiver that requires
the consent of the Holder of each Outstanding Debt Security affected thereby
shall be made without the prior consent of all the holders of the related
Capital Trust Securities then outstanding unless and until the principal of (and
premium, if any, on) the Debt Securities of such series and all accrued interest
and (subject to Section 307) unpaid interest (including any Additional Interest)
therein have been paid in full, and (iii) no amendment shall be made to Section
508 of this Indenture that would impair the rights of the holders of Capital
Trust Securities issued by any Issuer Trust provided therein without the prior
consent of the holders of each such Capital Trust Security then outstanding
unless and until the principal of
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<PAGE>

(and premium, if any, on) the Debt Securities of such series and all accrued and
(subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Debt Securities or any corresponding
series of Capital Trust Securities of an Issuer Trust that holds the Debt
Securities of any series, or which modifies the rights of the Holders of Debt
Securities of such series or holders of such Capital Trust Securities of such
corresponding series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Debt
Securities of any other series or holders of Capital Trust Securities of any
other such corresponding series.

     It shall not be necessary for any Act of Holders of the Debt Securities
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

     Section 903. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Section 904. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto shall be bound thereby.

     Section 905. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

     Section 906. Reference in Debt Securities to Supplemental Indentures.

     Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Debt Securities of any series and any appurtenant coupons so
modified as to conform, in the opinion of the Trustee and the Board of

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Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Debt Securities of such series and any appurtenant coupons.


                                   ARTICLE TEN

                                    Covenants

     Section 1001. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest (including any Additional
Interest) on the Debt Securities and any appurtenant coupons in accordance with
the terms of the Debt Securities, any appurtenant coupons and this Indenture.
Any interest due on Bearer Securities on or before Maturity, other than
additional amounts, if any, payable as provided in Section 1006 in respect of
principal of (or premium, if any, on) such a Debt Security, shall be payable
only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. For all purposes
of this Indenture, the exchange of Capital Securities for Debt Securities of any
series pursuant to the Indenture shall constitute full payment of principal of
the Debt Securities of such series being exchanged on any Capital Exchange Date
for Debt Securities of such series, without prejudice to any Holder's rights
pursuant to Section 1413.

     Section 1002. Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of Debt
Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such Place of Payment is located outside the United
States, not Bearer Securities) may be presented or surrendered for payment,
where Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities and this Indenture may be served. If Debt Securities of a series
are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided, however,
that if the Debt Securities of such series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Debt Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices or demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee

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its agent to receive all presentations, surrenders, notices and demands, except
that Bearer Securities of that series and the related coupons may be presented
and surrendered for payment (including payment of any additional amounts payable
on Bearer Securities of that series pursuant to Section 1006) at the place
specified for the purpose pursuant to Section 301(5).

     No payment of principal of, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, payment
of principal of and any premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be
made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Debt Securities, at
the option of the Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment pursuant to the
terms of such Bearer Security presented or mailed to an address outside the
United States or by transfer to an account in such currency maintained by the
payee with a bank located outside the United States.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside of such Place of Payment) where the Debt Securities
of one or more series and any appurtenant coupons (subject to the preceding
paragraph) may be presented or surrendered for any or all such purposes, and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for any
series of Debt Securities for such purposes. The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency.

     Section 1003. Money for Debt Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Debt Securities of
such series and any appurtenant coupons, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest (including any Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

     Whenever the Company shall have one or more Paying Agents with respect to
any series of Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest (including any Additional
Interest) on any of the Debt Securities of such series and any appurtenant
coupons, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest (including

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<PAGE>

any Additional Interest) so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest
(including any Additional Interest), and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     The Company will cause each Paying Agent with respect to any series of Debt
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest (including any Additional Interest) on Debt
     Securities of such series and any appurtenant coupons in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Debt Securities of such series or any appurtenant
     coupons) in the making of any payment of principal of (and premium, if any)
     or interest (including any Additional Interest) on the Debt Securities of
     such series or any appurtenant coupons; and

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of terminating its obligations
under this Indenture with respect to Debt Securities of any series or for any
other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

     Any principal and interest received on the Eligible Instruments deposited
with the Trustee or any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest (including any Additional Interest) on any Debt
Security of any series or any appurtenant coupons or any money on deposit with
the Trustee or any Paying Agent representing amounts deducted from the
Redemption Price or Repayment Price with respect to unmatured coupons not
presented upon redemption or exercise of the Holder's option for repayment
pursuant to Section 1106 or 1303 and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Debt
Security or any coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
(including the principal and interest received on Eligible Instruments deposited
with the Trustee), and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper of

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general circulation in the Borough of Manhattan, The City of New York, and each
Place of Payment or mailed to each such Holder, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company.

     Section 1004. Officers' Certificate as to Default.

     The Company will deliver to the Trustee, on or before a date not more than
four months after the end of each fiscal year of the Company ending after the
date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture,
and, if the Company shall be in default, specifying all such defaults and the
nature thereof of which they may have knowledge.

     Section 1005. Waiver of Certain Covenants.

     Subject to the rights of holders of Capital Trust Securities specified in
Section 902, if any, the Company may omit in any particular instance to comply
with any covenant or condition applicable to the Debt Securities of any series
pursuant to Section 301 unless such covenant or condition is determined pursuant
to Section 301 not to be subject to this provision if, before the time for such
compliance the Holders of at least a majority in principal amount of all series
of the Debt Securities at the time Outstanding to which such covenant or
condition applies shall, acting together as a class, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

     Section 1006. Payment of Additional Amounts.

     If the Debt Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Debt Security of any series
or any coupon appertaining thereto additional amounts upon the terms and subject
to the conditions provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Debt Security of any series or any related
coupon or the net proceeds received on the sale or exchange of any Debt Security
of any series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in the terms of such Debt Securities and this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

     If the Debt Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Debt Securities (or if the Debt Securities of that series will
not bear interest prior to Maturity, the first day on which a

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<PAGE>

payment of principal (and premium, if any) is made), and at least 10 days prior
to each date of payment of principal (and premium, if any) or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Debt Securities of that series shall be made to Holders of Debt Securities
of that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Debt Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Debt
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by the terms of such Debt
Securities and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

     Section 1007. Additional Sums.

     In the case of the Debt Securities of a series initially issued to an
Issuer Trust, so long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 301, if (i) an Issuer
Trust is the Holder of all of the Outstanding Debt Securities of such series,
and (ii) a Tax Event has occurred and is continuing in respect of such Issuer
Trust, the Company shall pay to such Issuer Trust (and its permitted successors
or assigns under the related Trust Agreement) for so long as such Issuer Trust
(or its permitted successor or assignee) is the registered holder of the
Outstanding Debt Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amounts (as defined in such Trust Agreement)) then due and payable by such
Issuer Trust on the related Capital Trust Securities and Common Trust Securities
that at any time remain outstanding in accordance with the terms thereof shall
not be reduced as a result of any Additional Taxes arising from such Tax Event;
provided, however, that Additional Sums shall not include any withholding taxes
arising after the occurrence of a Tax Event and which have been withheld from
payments to Holders of Trust Securities and for which Holders are liable (the
"Additional Sums"). Whenever in this Indenture or the Debt Securities there is a
reference in any context to the payment of principal of or interest on the Debt
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 313 or the Debt Securities shall not defer the
payment of any Additional Sums that may be due and payable.

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<PAGE>

     Section 1008. Additional Covenants.

     The Company covenants and agrees with each Holder of Debt Securities of
each series that it shall not (x) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Debt Securities of such series, or (y) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's capital stock (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange, redemption
or conversion of any other class or series of the Company's capital stock (or
any capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock, or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (c) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being
converted or exchanged, (d) any declaration of a dividend in connection with any
Rights Plan, or the issuance of rights, stock or other property under any Rights
Plan, or the redemption or repurchase of rights pursuant thereto, (e) any
payment by the Company under any Guarantee Agreement, or (f) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock) if at such time (i) there shall have occurred any event
(A) of which the Company has actual knowledge that with the giving of notice or
the lapse of time, or both, would constitute an Event of Default with respect to
the Debt Securities of such series under Sections 501(1), (2), (5) or (6), and
(B) which the Company shall not have taken reasonable steps to cure, (ii) if the
Debt Securities of such series are held by an Issuer Trust, the Company shall be
in default with respect to its payment of any obligations under the Guarantee
Agreement relating to the Capital Trust Securities issued by such Issuer Trust,
or (iii) the Company shall have given notice of its election to begin an
Extension Period with respect to the Debt Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

     The Company also covenants with each Holder of Debt Securities of a series
issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the
Common Trust Securities of such Issuer Trust, provided that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Trust Securities, (ii) as holder of such Common Trust Securities,
not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than
(a) in connection with a distribution of the Debt Securities of such series to
the holders of the related Capital Trust Securities in liquidation of such
Issuer Trust, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement, and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust

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<PAGE>

Agreement, to cause such Issuer Trust to continue not to be taxable as a
corporation for United States federal income tax purposes.


                                 ARTICLE ELEVEN

                          Redemption of Debt Securities

     Section 1101. Applicability of Article.

     Subject to the Company having received the prior approval of the Primary
Federal Regulator, if then required under the applicable capital guidelines or
policies of the Primary Federal Regulator, Debt Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for Debt Securities of any series) in accordance with this Article.

     Section 1102. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee and, in the case of Debt Securities of a series held by an Issuer Trust,
the Property Trustee under the related Trust Agreement, of such Redemption Date
and of the principal amount and the tenor and terms of the Debt Securities of
any series to be redeemed; provided that in the case of any series of Debt
Securities initially issued to an Issuer Trust, for so long as such Debt
Securities are held by such Issuer Trust, such notice shall be given not less
than 45 nor more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement). In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

     Section 1103. Selection by Trustee of Debt Securities to be Redeemed.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series with like
tenor and terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Debt Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.

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<PAGE>

     The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Debt Securities shall relate, in
the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

     Section 1104. Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed, provided that in the case of any
series of Debt Securities initially issued to an Issuer Trust, for so long as
such Debt Securities are held by such Issuer Trust, such notice shall be given
not less than 45 nor more than 75 days prior to such Redemption Date (unless a
shorter notice shall be satisfactory to the Property Trustee under the related
Trust Agreement).

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) if less than all Outstanding Debt Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Debt Securities to be redeemed,

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Debt Security to be redeemed, and that interest
     (including any Additional Interest) thereon shall cease to accrue on and
     after said date,

          (5) the Place or Places of Payment where such Debt Securities,
     together in the case of Bearer Securities with all coupons, if any,
     appertaining thereto maturing after the Redemption Date, are to be
     surrendered for payment of the Redemption Price,

          (6) that Bearer Securities may be surrendered for payment only at such
     place or places which are outside the United States, except as otherwise
     provided in Section 1002,

          (7) that the redemption is for a sinking fund, if such is the case,
     and

          (8) the CUSIP number, if any.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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<PAGE>

     Notice of redemption of Debt Securities to be redeemed at the election of
the Company shall be given by the Company, or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 1105. Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money and/or, to the extent the Debt Securities to be redeemed are denominated
and payable in Dollars only, Eligible Instruments the payments of principal and
interest on which when due (and without reinvestment and providing no tax
liability will be imposed upon the Trustee or the Holders of the Debt Securities
to be redeemed) will provide money on or prior to the Redemption Date in such
amounts as will (together with any money irrevocably deposited in trust with the
Trustee, without investment) be sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest (including any Additional Interest) on, all the Debt Securities or
portions thereof which are to be redeemed on that date; provided, however, that
deposits with respect to Bearer Securities shall be made with a Paying Agent or
Paying Agents located outside the United States except as otherwise provided in
Section 1002, unless otherwise specified as contemplated by Section 301.

     Section 1106. Debt Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Debt Securities to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Debt Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to
the extent provided below, shall be void. Upon surrender of any such Debt
Security for redemption in accordance with said notice, such Debt Security shall
be paid by the Company at the Redemption Price, together with accrued interest
(including any Additional Interest) to the Redemption Date; provided, however,
that installments of interest (including any Additional Interest) on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of coupons for such interest (at an
office or agency located outside the United States except as otherwise provided
in Section 1002), and provided further, that installments of interest (including
any Additional Interest) on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Securities, registered as such on the
relevant Record Dates according to their terms and the provisions of Section
307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall

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<PAGE>

surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted without interest thereon;
provided, however, that interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside of the United States except as otherwise provided in Section 1002.

     If any Debt Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Debt Security.

     Section 1107. Debt Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debt Security without
service charge, a new Registered Security or Registered Securities of the same
series and of like tenor and terms, of any authorized denominations as requested
by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered.

     Section 1107. Right of Redemption of Debt Securities Initially Issued to an
Issuer Trust.

     In the case of the Debt Securities of a series initially issued to an
Issuer Trust, except as otherwise specified as contemplated by Section 301, the
Company, at its option, may redeem such Debt Securities (i) on or after the date
specified in such Debt Security, in whole at any time or in part from time to
time, or (ii) upon the occurrence and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, at any time within 90
days following the occurrence and during the continuation of such Tax Event,
Investment Company Event or Capital Treatment Event, in whole (but not in part),
in each case at a Redemption Price specified in such Debt Security, together
with accrued interest (including any Additional Interest) to, but excluding, the
Redemption Date.

     If less than all the Debt Securities of any such series are to be redeemed,
the aggregate principal amount of such Debt Securities remaining Outstanding
after giving effect to such redemption shall be sufficient to satisfy any
provisions of the Trust Agreement related to the Issuer Trust to which such Debt
Securities were issued, including any requirement in such Trust Agreement as to
the minimum Liquidation Amount (as defined in such Trust Agreement) of Capital
Trust Securities that may be held by a holder of Capital Trust Securities
thereunder.

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                                 ARTICLE TWELVE

                                  Sinking Funds

     Section 1201. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debt Securities of a series except as otherwise specified as
contemplated by Section 301 for Debt Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
term of Debt Securities of any series is herein referred to an "optional sinking
fund payment". If provided for by the terms of Debt Securities of any series,
the amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Debt Securities of any series as provided for by the terms of Debt Securities of
such series.

     Section 1202. Satisfaction of Sinking Fund Payments with Debt Securities.

     The Company (1) may deliver Outstanding Debt Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Debt Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided that such
Debt Securities have not been previously so credited. Such Debt Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Debt Securities in lieu
of cash payments pursuant to this Section 1202, the principal amount of Debt
Securities to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debt Securities for redemption,
except upon Company Request, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Debt Securities purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

     Section 1203. Redemption of Debt Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to

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<PAGE>

the Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash, the
portion thereof, if any, which is to be satisfied by crediting Debt Securities
of that series pursuant to Section 1202 and the basis for any such credit and,
prior to or concurrently with the delivery of such Officers' Certificate, will
also deliver to the Trustee any Debt Securities to be so credited and not
theretofore delivered to the Trustee. Not less than 30 days (unless a shorter
period shall be satisfactory to the Trustee) before each such sinking fund
payment date the Trustee shall select the Debt Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the terms
and in the manner stated in Sections 1105, 1106 and 1107.


                                ARTICLE THIRTEEN

                       Repayment at the Option of Holders

     Section 1301. Applicability of Article.

     Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
their terms and (except as otherwise specified pursuant to Section 301 for Debt
Securities of such series) in accordance with this Article.

     Section 1302. Repayment of Debt Securities.

     Each Debt Security which is subject to repayment in whole or in part at the
option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date
as specified pursuant to Section 301.

     Section 1303. Exercise of Option; Notice.

     Each Holder desiring to exercise such Holder's option for repayment shall,
as conditions to such repayment, surrender the Debt Security to be repaid in
whole or in part together with written notice of the exercise of such option at
any office or agency of the Company in a Place of Payment, not less than 30 nor
more than 45 days prior to the Repayment Date; provided, however, that surrender
of Bearer Securities together with written notice of exercise of such option
shall be made at an office or agency located outside the United States except as
otherwise provided in Section 1002. Such notice, which shall be irrevocable,
shall specify the principal amount of such Debt Security to be repaid, which
shall be equal to the minimum authorized denomination for such Debt Security or
an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the
denomination or denominations of the Debt Security or Debt Securities of the
same series to be issued to the Holder for the portion of the principal of the
Debt Security surrendered which is not to be repaid.

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<PAGE>

     If any Bearer Security surrendered for repayment shall not be accompanied
by all unmatured coupons and all matured coupons in default, such Bearer
Security may be paid after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 1002.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so surrendered a
new Registered Security or Securities of the same series, of any authorized
denomination specified in the foregoing notice, in an aggregate principal amount
equal to any portion of the principal of the Registered Security so surrendered
which is not to be repaid.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or Securities (and all
appurtenant unmatured coupons and matured coupons in default) or any combination
thereof of the same series of any authorized denomination or denominations
specified in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Debt Security so surrendered which is not to be
paid; provided, however, that the issuance of a Registered Security therefor
shall be subject to applicable laws and regulations, including provisions of the
United States Federal income tax laws and regulations in effect at the time of
the exchange; neither the Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion
of Counsel that as a result of such issuance the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such issuances thereafter unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Security Registrar.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the repayment of Debt Securities shall relate, in the
case of any Debt Security repaid or to be repaid only in part, to the portion of
the principal of such Debt Security which has been or is to be repaid.

     Section 1304. Election of Repayment by Remarketing Entities.

     The Company may elect, with respect to Debt Securities of any series which
are repayable at the option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Debt Securities
of such series from the Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 1303.

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<PAGE>

     Section 1305. Securities Payable on the Repayment Date.

     Notice of exercise of the option of repayment having been given and the
Debt Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the
Repayment Date become due and payable at the price therein specified and from
and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent provided
above, shall be void, unless the Company shall default in the payment of such
price in which case the Company shall continue to be obligated for the principal
amount of such Debt Securities and shall be obligated to pay interest on such
principal amount at the rate borne by such Debt Securities from time to time
until payment in full of such principal amount.


                                ARTICLE FOURTEEN

               Exchange of Capital Securities for Debt Securities

     Section 1401. Applicability of Article.

     If an Officers' Certificate or supplemental indenture pursuant to Section
301 provides for the exchange of Capital Securities for Debt Securities of any
series at the election of the Company or otherwise, Debt Securities of such
series shall be exchanged for Capital Securities in accordance with their terms
and (except as otherwise specified in such Officers' Certificate or supplemental
indenture) in accordance with this Article.

     Section 1402. Exchange of Capital Securities for Debt Securities at Stated
Maturity.

     At the Stated Maturity of Debt Securities of any series which may be
exchanged, subject to prepayment prior to such Stated Maturity on the Capital
Exchange Date selected by the Company for Debt Securities of such series, as
described below, early exchange pursuant to Section 1403 or payment in cash
pursuant to Section 502, 1416 or 1417, the Company shall exchange Capital
Securities with a Market Value equal to the principal amount of the Outstanding
Debt Securities of such series for the Debt Securities of such series in whole.

     The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent as to the type of Capital Securities to be exchanged
for the Debt Securities of such series on the Capital Exchange Date for Debt
Securities of such series. Such notice shall include a form of Capital Security
Election Form substantially as set forth in Section 1409, shall make the
statements and contain the information included in Section 1404(a), and shall be
given no less than 90 days prior to the Stated Maturity of such Debt Securities.
Notice of such Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of the Debt Securities of such
series, if

                                       81
<PAGE>

larger, shall also be given by the Company in the manner required by Section
1404(b) not less than three Business Days prior to such Capital Exchange Date.

     The Capital Exchange Date for any prepayment of Debt Securities of each
series may be selected by the Company to be any date between a date 60 days
prior to the Stated Maturity of such Debt Securities and such Stated Maturity,
inclusive, and to be the date of the closing of the Secondary Offering for Debt
Securities of such series. In the event the Company fails to effect such
Secondary Offering, the Capital Exchange Date will be the Stated Maturity of the
Debt Securities of such series. Notice of each such Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of the Debt Securities of such series, if larger, shall also be given by the
Company in the manner required by Section 1404(b) not less than three Business
Days prior to such Capital Exchange Date.

     The Company will effect each Secondary Offering such that the closing of
the Secondary Offering will occur on the Capital Exchange Date.

     Section 1403. Right of Early Exchange of Capital Securities for Debt
Securities.

     The Debt Securities of any series to be exchanged may be exchanged at the
election of the Company, as a whole or from time to time in part, prior to the
Stated Maturity thereof for Capital Securities with a Market Value equal to the
principal amount of such Debt Securities on any early Capital Exchange Date,
together with accrued interest to such Capital Exchange Date.

     The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent not less than 90 days nor more than 120 days prior to
any early Capital Exchange Date for Debt Securities of such series, which notice
shall include a form of Capital Security Election Form substantially as set
forth in Section 1409 and make the statements and contain the information
included in Section 1404(a). Notice of each such early Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of such series, if larger, shall also be given by the Company in the manner
required by Section 1404(b) not less than three Business Days prior to such
early Capital Exchange Date.

     The Company may at its option accelerate any such Capital Exchange Date
within the 60-day period prior to such Capital Exchange Date by giving notice of
such accelerated Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of such series, if larger, in the
manner required by Section 1404(b) not less than three Business Days prior to
such accelerated Capital Exchange Date.

     The Company will effect each Secondary Offering such that the closing of
such Secondary Offering will occur on the Capital Exchange Date.

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<PAGE>

     Section 1404. Notices of Exchange.

          (a) All notices of exchange subject to this paragraph shall state:

               (1) the type of Capital Securities to be exchanged for the Debt
          Securities of such series on the Capital Exchange Date for Debt
          Securities of such series;

               (2) the proposed Capital Exchange Date;

               (3) that each Holder of Debt Securities of such series being
          exchanged will receive on such Capital Exchange Date accrued and
          unpaid interest in cash and may elect to receive on such Capital
          Exchange Date Capital Securities with a Market Value equal to the
          principal amount of the Debt Securities of such series owned by such
          Holder and that, in the absence of any such election by the Holder,
          such Holder will be deemed to have received on such Capital Exchange
          Date Capital Securities having such Market Value and to have elected
          to have such Capital Securities sold for such Holder by the Company in
          the related Secondary Offering for cash proceeds to such Holder on
          such Capital Exchange Date equal to the aggregate principal amount of
          all Debt Securities of such series being exchanged owned by such
          Holder;

               (4) that on such Capital Exchange Date the Capital Exchange Price
          will become due and payable upon each such Debt Security to be
          exchanged and that interest thereon will cease to accrue on and after
          said date;

               (5) if less than all the Outstanding Debt Securities of any
          series are to be exchanged, the identification and principal amount of
          the particular Debt Securities to be exchanged;

               (6) that each Holder for whom Capital Securities are being
          offered in the Secondary Offering shall be deemed to have appointed
          the Company its attorney-in-fact to execute any and all documents and
          agreements the Company deems necessary or appropriate to effect such
          Secondary Offering;

               (7) (A) that the Company will assume, unless advised to the
          contrary in writing within 30 days after the date of notice of
          exchange, that the Capital Securities are to be offered for the
          account of the Holder, that such Holder has not held any position,
          office or other material relationship with the Company within three
          years preceding the Secondary Offering, that the Holder owns no other
          Capital Securities, and that after completion of the Secondary
          Offering the Holder will own less than one percent of the class of
          such Capital Securities, and (B) that if any of these assumptions is
          not correct, the Holder shall promptly so advise the Company;

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<PAGE>

               (8) the Place or Places of Capital Exchange;

               (9) that Bearer Securities may be surrendered for payment or
          exchange only at a Place or Places of Capital Exchange which are
          outside the United States, except as otherwise provided in Section
          1002; and

               (10) the CUSIP number, if any.

          (b) Each notice of exchange subject to this paragraph shall be given
     in the manner provided in Section 106 to each Holder of Debt Securities to
     be exchanged, and the Company shall forthwith give such notice by telephone
     to the Trustee and the Capital Exchange Agent, promptly confirmed in
     writing.

          (c) (1) Except as may otherwise be specified pursuant to Section 301
     for Debt Securities of any series, if less than all the Debt Securities of
     any series are to be exchanged, the Company shall at least 135 days prior
     to the related Capital Exchange Date (unless a shorter period shall be
     satisfactory to the Trustee) notify the Trustee of such Capital Exchange
     Date and of the principal amount of Debt Securities of such series to be
     exchanged and the particular Debt Securities to be exchanged shall be
     selected not more than 135 days prior to the related Capital Exchange Date
     by the Trustee, from the Outstanding Debt Securities of such series not
     previously exchanged, by such method as the Trustee shall deem fair and
     appropriate and which may provide for the selection for exchange of
     portions (equal to the minimum authorized denomination for Debt Securities
     of such series or any integral multiple thereof) of the principal amount of
     Registered or Bearer Securities of such series of a denomination larger
     than the minimum authorized denomination for Debt Securities of such
     series.

          In any case where Debt Securities of such series are registered in the
     same name, the Trustee in its discretion may treat the aggregate principal
     amount so registered as if it were represented by one Debt Security of such
     series.

          (2) The Trustee shall promptly notify the Company in writing of the
     Debt Securities selected for exchange and, in the case of any Debt
     Securities selected for partial exchange, the principal amount thereof to
     be exchanged.

          (3) For all purposes of this Indenture, unless the context otherwise
     requires, all provisions relating to the exchange of Debt Securities shall
     relate, in the case of any Debt Securities exchanged or to be exchanged
     only in part, to the portion of the principal amount of such Debt Security
     which has been or is to be exchanged.

     Section 1405. Rights and Duties of Holders of Debt Securities to be
Exchanged for Capital Securities.

     (a) Subject to Section 503, and without prejudice to the rights pursuant to
Section 1413 of Holders of Debt Securities of any series to be exchanged, no
Holder of Debt Securities of such series shall be entitled to receive any cash
from the Company on any Capital Exchange Date or at the Stated Maturity of any
Debt Security of such series except from the proceeds of the sale of such
Holder's Capital Securities in the related Secondary Offering and except as
provided herein with respect to fractional Capital Securities, amounts equal to
expenses of

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the sale in the related Secondary Offering of such Capital Securities, accrued
and unpaid interest and acceleration upon an Event of Default. In the event that
the Company does not effect such Secondary Offering, such Holder will receive
Capital Securities with a Market Value equal to the principal amount of Debt
Securities of such series owned by such Holder which are subject to such
exchange and not cash other than in lieu of any fractional Capital Securities
and for accrued and unpaid interest, without prejudice to such Holder's rights
pursuant to Section 1413.

     (b) Each Holder for whom Capital Securities are being offered in the
Secondary Offering shall be deemed to have appointed the Company its
attorney-in-fact to execute any and all documents and agreements the Company
deems necessary or appropriate to effect such Secondary Offering.

     (c) Unless advised to the contrary in writing within 30 days following the
date of the notice described in Section 1404(a) by any Holder for whom Capital
Securities are being offered in the Secondary Offering, the Company shall assume
for the purposes of any Secondary Offering that the Capital Securities are to be
offered for the account of such Holder, that such Holder has not held any
position, office or other material relationship with the Company within three
years preceding the Secondary Offering, that such Holder owns no other Capital
Securities, and that after completion of the Secondary Offering such Holder will
own less than one percent of the class of such Capital Securities.

     (d) Each Holder for whom Capital Securities are being offered in the
Secondary Offering agrees to indemnify and hold harmless the Company, any other
Holder, and any underwriter, agent or other similar person from and against any
and all losses, claims, damages and liabilities resulting from or based upon any
untrue statement or alleged untrue statement of any material fact contained in
any notice of exchange, any offering memorandum or selling document or
registration statement relating to the Secondary Offering, any preliminary
prospectus or prospectus contained therein, or any amendment thereof or
supplement thereto, or resulting from or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which untrue statement,
alleged untrue statement, omission or alleged omission is made therein (i) in
reliance upon and in conformity with any written information furnished to the
Company by or on behalf of any such Holder specifically for use in connection
with the preparation thereof or (ii) because of such Holder's failure to advise
the Company in writing that any of the assumptions described in Section
1404(a)(7)(A) and Subsection (c) of this Section is incorrect.

     (e) In order for any Holder who has duly returned a Capital Security
Election Form to receive Capital Securities on any Capital Exchange Date for any
Debt Security of any series, (1) the Holder of any Registered Security to be
exchanged shall surrender such Debt Security (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder of
any Registered Security or his attorney duly authorized in writing) to the
Capital Exchange Agent on the Capital Exchange Date, and (2) the Holder of any
Bearer Security to be exchanged shall surrender such Debt Security and all
unmatured coupons and all matured coupons in default with the Capital Security
Election Form at a Place of Capital Exchange outside the United States
designated pursuant to Section 1404(a)(8) except as otherwise provided in
Section 1002. If the Holder of a

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<PAGE>

Bearer Security is unable to produce any such Debt Security or coupons, the
surrender of such Debt Security or coupons may be waived by the Company and the
Trustee, if there be furnished to them such security or indemnity as they may
require to save each of them and any Capital Exchange Agent harmless in respect
of such Debt Security or coupons. Except as provided in Section 307, no payment
or adjustment shall be made upon any exchange on account of any interest accrued
on any Debt Securities surrendered for exchange or on account of any dividends
or interest on the Capital Securities issued upon exchange.

     (f) Debt Securities of any series to be exchanged shall be deemed to have
been exchanged on the Capital Exchange Date therefor in accordance with the
foregoing provisions, and at such time the rights of the Holders of such Debt
Securities as Holders shall cease (subject to the provisions of Section 307 and
without prejudice to the rights of Holders of Debt Securities of such series
pursuant to Section 1413), and the Person or Persons entitled to receive the
Capital Securities issuable upon such exchange shall be treated for all purposes
as the record holder or holders of such Capital Securities at such time.

     Section 1406. Election to Exchange.

     The election of the Company to exchange Capital Securities for Debt
Securities pursuant to Section 1403 shall be evidenced by a Board Resolution.

     Section 1407. Deposit of Capital Exchange Price.

     On any Capital Exchange Date for Debt Securities of any series which may be
exchanged, the Company shall deposit with the Trustee or with a Capital Exchange
Agent in the Borough of Manhattan, The City of New York (or, if the Company is
acting as Capital Exchange Agent, segregate and hold in trust as provided in
Section 1003) Capital Securities and an amount of money which together are
sufficient to pay the Capital Exchange Price of, and (except if such Capital
Exchange Date shall be an Interest Payment Date) accrued interest on, all the
Debt Securities of such series or portions thereof which are to be exchanged on
that date; provided, however, that deposits with respect to Bearer Securities
shall be made with a Capital Exchange Agent or Capital Exchange Agents located
outside the United States except as otherwise provided in Section 1002, unless
otherwise specified as contemplated by Section 301.

     Section 1408. Debt Securities Due on Capital Exchange Date; Debt Securities
Exchanged in Part.

     Notice of exchange having been given as aforesaid, the Debt Securities of
any series so to be exchanged shall, on the Capital Exchange Date for such Debt
Securities, become due and payable at the Capital Exchange Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Capital Exchange Price and accrued interest) Debt Securities of
such series to be exchanged shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities to be exchanged, except to
the extent provided below, shall be void. Upon surrender of any Debt Security of
such series for exchange in accordance with said notice, such Debt Security
shall be paid by the Company at the Capital Exchange Price, together with
accrued interest to the Capital Exchange Date; provided, however, that if such
Capital

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<PAGE>

Exchange Date is an Interest Payment Date, the interest payable on such date
shall be paid to the Holder of Debt Securities of such series according to the
terms of the Debt Securities of such series and the provisions of Section 307;
and provided further, that exchanges of Bearer Securities shall be made only and
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Capital Exchange Date shall be payable only at an office or agency
located outside the United States except as otherwise provided in Section 1002
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Bearer Securities and coupons.

     If any Bearer Security surrendered for exchange shall not be accompanied by
all unmatured coupons and all matured coupons in default, such Bearer Security
may be paid after deducting from the Capital Exchange Price an amount equal to
the face amount of all missing coupons, or the surrender of such missing coupons
may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Capital
Exchange Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to the Trustee or Capital Exchange Agent any such missing coupon in
respect of which a deduction shall have been made from the Capital Exchange
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest on Bearer Securities shall be
payable only at an office or agency located outside of the United States except
as otherwise provided in Section 1002.

     If any Debt Security of any series called for exchange shall not be so paid
or exchanged upon surrender thereof for exchange, the principal shall, until
paid, bear interest from such Capital Exchange Date at the rate or rates
prescribed therefor in such Debt Security; provided, however, that in the case
of Bearer Securities, any such principal and interest thereon shall be paid at
an office or agency located outside the United States except as otherwise
provided in Section 1002.

     Any Registered Security which is to be exchanged only in part shall be
surrendered as provided herein (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing) and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities of the same
series, of any authorized denomination or denominations as requested by such
Holder in aggregate principal amount equal to and in exchange for the
unexchanged portion of principal of the Debt Security so surrendered.

     Any Bearer Security which is to be exchanged only in part shall be
surrendered as provided herein and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities or new Bearer
Security or Securities (and all appurtenant unmatured coupons and coupons in
default) or any combination thereof of the same series, of any surrendered
denomination or denominations as requested by such Holder in aggregate principal
amount equal to and in exchange for the unexchanged portion of principal of the
Debt Security so surrendered; provided, however, the issuance of a Registered
Security therefor shall be subject to applicable laws and regulations, including
provisions of the United States federal income tax laws and regulations in
effect at the time of the exchange; neither the Company, the Trustee nor the
Security Registrar shall issue Registered Securities in exchange for Bearer
Securities if it has received an Opinion of

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<PAGE>

Counsel that as a result of such exchanges the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such exchanges thereafter unless and until the Company delivers to
the Trustee a subsequent Company Order to the contrary. The Company shall
deliver copies of such Company Orders to the Security Registrar.

     Section 1409. Form of Capital Security Election Form.

     The form of Capital Security Election Form shall be substantially as
follows with such additions, deletions or changes thereto as may be approved by
the Company:

                         CAPITAL SECURITY ELECTION FORM

To:  [Insert Names and Addresses
     of Capital Exchange Agents]

     The undersigned Holder of [insert title of Debt Security] ("Debt
Securities") of Wells Fargo & Company hereby elects to receive on the Capital
Exchange Date determined pursuant to the Indenture dated as of August 30, 1999,
("Indenture"), between Wells Fargo & Company and The First National Bank of
Chicago, as Trustee, and referred to in the notice of exchange published or
delivered to the undersigned with this Capital Security Election Form, Capital
Securities of Wells Fargo & Company with a Market Value equal to the principal
amount of the Debt Securities being exchanged owned by the undersigned Holder
and, in the case of Bearer Securities, delivered herewith together with all
coupons appertaining thereto. Unless this Capital Security Election Form
together with, in the case of Bearer Securities, such Bearer Securities and
coupons, is received by any Capital Exchange Agent named above at an address
shown above on or prior to ______________________________, the Holder will be
deemed to have elected to participate in the sale of the Holder's Capital
Securities in the Secondary Offering and will receive cash on the Capital
Exchange Date in an amount equal to the principal amount of all Debt Securities
being exchanged owned by the Holder. All terms used herein and not otherwise
defined herein shall have the meanings specified in the Indenture.


Dated ______________________

                                        ---------------------------------------
                                                         Name of Holder


     Section 1410. Fractional Capital Securities.

     No fractional Capital Securities shall be issued upon exchange for any Debt
Securities. If more than one Debt Security of any series shall be surrendered
for exchange at one time by the same Holder, the amount of all Capital
Securities which shall be issuable upon exchange thereof shall be computed on
the basis of the aggregate principal amount of Debt Securities of such series so
surrendered. In lieu of issuing any fractional Capital Security, the

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<PAGE>

Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the Market Value of the Capital Security.

     Section 1411. Company to Obtain Governmental and Regulatory Approvals.

     The Company covenants that if any Capital Securities required to be
exchanged for Debt Securities hereunder require registration with or approval of
any governmental authority under any federal or state law, or any national
securities exchange, before such Capital Securities may be issued, the Company
will in good faith and as expeditiously as possible endeavor to cause such
Capital Securities to be duly registered or approved, as the case may be;
provided, however, that nothing in this Section shall be deemed to affect in any
way the obligation of the Company to exchange Capital Securities for Debt
Securities as provided in this Article.

     Section 1412. Taxes on Exchange.

     The Company will pay any and all transfer, stamp or similar taxes that may
be payable in respect of the issue or delivery of Capital Securities in exchange
for Debt Securities pursuant hereto.

     Section 1413. Covenants as to Capital Securities and Secondary Offering.

     (a) The Company covenants that it will issue, or cause to be issued,
Capital Securities of the type, in the amounts and at the times required by this
Indenture.

     (b) The Company covenants that all Capital Securities which may be issued
in exchange for Debt Securities will upon issuance be duly and validly issued
and, if applicable, fully paid and nonassessable.

     (c) The Company unconditionally undertakes to sell Capital Securities in
each Secondary Offering (and to bear all expenses of each Secondary Offering,
including underwriting discounts and commissions) at the times and in the manner
required by this Indenture unless all Holders have duly elected to receive
Capital Securities on the related Capital Exchange Date.

     (d) The Company agrees to indemnify and hold harmless in connection with
any Secondary Offering any Holder for the account of whom Capital Securities are
being offered and sold from and against any and all losses, claims, damages and
liabilities resulting from or based upon any untrue statement or alleged untrue
statement of any material fact contained in any notice of exchange, any offering
memorandum or selling document or registration statement relating to the
Secondary Offering, any preliminary prospectus or prospectus contained therein,
or any amendment thereof or supplement thereto, or resulting from or based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
resulting from the Company's failure to comply with Section 1411; provided,
however, the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement, alleged untrue statement, omission or alleged omission made
therein (i) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such Holder specifically for

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<PAGE>

use in connection with the preparation thereof or (ii) because of such Holder's
failure to advise the Company in writing that any of the assumptions described
in Section 1404(a)(7)(A) is incorrect. In connection with any Secondary
Offering, the Company agrees to obtain appropriate indemnification of any Holder
for the account of whom Capital Securities are being offered and sold in any
Secondary Offering from any underwriter, agent or other similar person.

     Section 1414. Provision in Case of Consolidation, Merger or Transfer of
Assets.

     In case of any consolidation of the Company with, or merger of the Company
into, any other corporation (other than a consolidation or merger in which the
Company is the continuing corporation), or in case of any conveyance or transfer
of the properties and assets of the Company substantially as an entirety, the
corporation formed by such consideration or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets of the Company, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Debt Security
then Outstanding shall have the right thereafter to receive securities of such
successor on the Capital Exchange Date for such Debt Security with a Market
Value equal to the principal amount of such Debt Security. The above provisions
of this Section shall similarly apply to successive consolidations, mergers,
conveyances or transfers.

     Section 1415. Trustee Not Responsible.

     The Trustee shall not at any time be under any duty or responsibility to
any Holder of Debt Securities of any series to be exchanged to determine the
Market Value of any Capital Securities delivered in exchange for Debt Securities
of such series and may rely on and shall be entitled to receive prior to any
Capital Exchange Date for Debt Securities of such series an Officers'
Certificate of the Company as to the Market Value of the Capital Securities
being exchanged for the Debt Securities of such series and the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series or the minimum denomination of such series, if larger, and that
such Capital Securities qualify as Capital Securities under the definition
thereof contained herein. The Trustee shall not be accountable with respect to
the validity or value (or the kind or amount) of any Capital Securities which
may at any time be issued or delivered in exchange for any Debt Security; and
the Trustee does not make any representation with respect thereto. The Trustee
shall not be responsible for any failure of the Company to issue, transfer or
deliver any Capital Securities or Capital Security certificates or other
securities or property upon the surrender of any Debt Security for the purpose
of exchange or to comply with any of the covenants of the Company contained in
this Article.

     Section 1416. Revocation of Obligation to Exchange Capital Securities for
Debt Securities.

     The Company's obligations to exchange Capital Securities for Debt
Securities of any series as provided in Section 1402 is absolute and
unconditional; provided, however, that such obligation may be revoked at the
option of the Company at any time on not less than 60 days' prior notice given
in the manner provided in Section 106 to the Holders of Debt Securities of such
series, the Trustee and the Capital Exchange Agent, if the Company shall
determine that under regulations

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<PAGE>

then in effect of the Company's Primary Federal Regulator either the Debt
Securities are no longer includable as capital or it is no longer necessary for
the Company to be obligated to exchange Capital Securities for Debt Securities
in order for the Debt Securities to maintain the same capital treatment as they
are then receiving under the regulations or if approval of the Primary Federal
Regulator is obtained for such revocation.

     In the event such obligation is revoked

     (a) the Company will pay the Debt Securities of such series in cash at 100%
of the principal amount thereof on the Stated Maturity thereof, and

     (b) the Company may, at any time on or after a date selected by the
Company, on not less than 60 days' prior notice given in the manner provided in
Section 106 to the Holders of Debt Securities of such series and the Trustee,
redeem the Debt Securities of such series, in whole or in part, for cash at 100%
of the principal amount thereof, plus accrued interest to the Redemption Date.

     Section 1417. Optional Securities Funds.

          (a) (1) With respect to Debt Securities of any series for which an
     Officers' Certificate or supplemental indenture pursuant to Section 301
     provides that the Debt Securities of such series are exchangeable for
     Capital Securities, the Company may elect to establish a fund (referred to
     herein as the "Optional Securities Funds") to which funds may at any time
     be designated by the Company as provided in Section 1502 as if such
     Optional Securities Funds were Securities Funds (as defined in Article
     Fifteen) to be used to pay the principal of the Debt Securities of such
     series.

          (2) Notwithstanding any provisions to the contrary contained in this
     Indenture or in the Debt Securities of any series, neither funds designated
     as Optional Securities Funds nor any other property from time to time held
     as Optional Securities Funds shall be deemed to be for any purpose property
     of the Holders or trust funds for the benefit of the Holders, and the
     Optional Securities Funds shall not constitute security for the payment of
     the Debt Securities.

     (b) In lieu of, or in addition to, any exchange of Capital Securities for
Debt Securities of any series which may be made in accordance with the
provisions of Sections 1402 and 1403, the Company may elect to redeem the Debt
Securities of such series in accordance with the provisions of Section 1106 and
the terms of the Debt Securities of each series, in whole or in part, by paying
the principal of such Debt Securities with funds designated as Optional
Securities Funds at a price equal to the percentage of the principal amount
established in the terms of the Debt Securities of such series on the Redemption
Date of the Debt Securities to be so redeemed, and (except if such Redemption
Date shall be an Interest Payment Date) by paying accrued interest on such Debt
Securities. If such Redemption Date is an Interest Payment Date, the interest
payable on such date shall be paid to the Holder of Debt Securities of such
series according to the terms of the Debt Securities of such series and the
provisions of Section 307.

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<PAGE>

     (c) The Company shall give notice of such proposed redemption in the manner
provided in Section 106 to the Holders of the Debt Securities of such series
within the time prescribed for the giving of the initial notice in Section 1402
or 1403, depending upon the Redemption Date selected by the Company. Such notice
shall state the Redemption Date and the place or places where the Debt
Securities of the series to be paid are to be surrendered for payment; provided,
however, if such redemption is of less than all of the Debt Securities of such
series and is to be made on a Capital Exchange Date specified in accordance with
Section 1402 or 1403, then such notice may be incorporated into any initial
notice of such Capital Exchange Date and provided that no notice of any
redemption may be given unless there are sufficient Optional Securities Funds to
pay the principal amount of the Debt Securities to be redeemed.

     (d) If less than all the Debt Securities of any series are to be so
redeemed, then Sections 1404(c) and 1408 shall apply to the redemption in the
same manner as if such Debt Securities were to be exchanged for Capital
Securities.

     (e) Funds designated as Optional Securities Funds shall be released from
such designation under the circumstances described in Section 1503.


                                 ARTICLE FIFTEEN

                                Securities Funds

     Section 1501. Creation of Securities Funds.

     A fund (the "Securities Funds") will be established when specified in an
Officers' Certificate or supplemental indenture pursuant to Section 301 for the
Debt Securities of any series pursuant to which funds may be designated by the
Company as provided in Section 1502, to be used to pay the principal of the Debt
Securities of that series.

     Notwithstanding any provision to the contrary contained in this Indenture
or in the Debt Securities of any series, neither funds designated as Securities
Funds nor any other property from time to time held as Securities Funds shall be
deemed to be for any purpose property of the Holders or trust funds for the
benefit of the Holders, and the Securities Funds shall not constitute security
for the payment of the Debt Securities.

     Section 1502. Designations of Securities Funds.

     The Securities Funds will consist of amounts equal to (i) the net proceeds
of the sale of Capital Securities for cash from time to time after the date of
initial issuance of the Debt Securities of any series for which funds may be
designated by the Company as provided in this Section, and (ii) the market
value, as determined by the Company, of Capital Securities sold from time to
time after the date of initial issuance of the Debt Securities of such series in
exchange for other property, less the expenses to effect any such exchanges, and
(iii) other funds which the regulations of the Primary Federal Regulator then
permit for the payment of principal of "mandatory convertible securities (equity
commitment notes)" as defined in such regulations;

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<PAGE>

provided that (x) the Company has designated such amounts as Securities Funds on
its books and records in the manner required by the Primary Federal Regulator,
and (y) there shall be deducted from the Securities Funds an amount equal to the
amount of any funds used to redeem or repay the Debt Securities of such series
for which Securities Funds are required to be designated or any similar
securities.

     Section 1503. Covenant of the Company to Obtain Securities Funds.

     Notwithstanding anything else contained herein, the Company hereby
covenants and agrees that with regard to the Debt Securities of any series which
by its terms requires the designation of Securities Funds (i) by the Interest
Payment Date which occurs on or next preceding the date when one-third of the
period from the date of issuance of the Debt Securities of such series to their
Stated Maturity has elapsed, it will have obtained Securities Funds in an amount
that will equal at least one-third of the original aggregate principal amount of
the Debt Securities of such series (or such lesser amount as the Primary Federal
Regulator may permit from time to time) and will have prepared and delivered to
the Trustee an Officers' Certificate to the foregoing effect, (ii) by the
Interest Payment Date which occurs on or next preceding the date when two-thirds
of the period from the date of issuance of the Debt Securities of such series to
their Stated Maturity has elapsed, it will have obtained Securities Funds in an
amount that will equal at least two-thirds of the original aggregate principal
amount of the Debt Securities of such series (or such lesser amount as the
Primary Federal Regulator may permit from time to time) and will have prepared
and delivered to the Trustee an Officers' Certificate to the foregoing effect,
and (iii) by 60 days prior to the Stated Maturity of the Debt Securities of such
series, it will have obtained Securities Funds in an amount that will equal not
less than the original aggregate principal amount of the Debt Securities of such
series (or such lesser amount as the Primary Federal Regulator may permit from
time to time) and will have prepared and delivered to the Trustee an Officers'
Certificate to the foregoing effect; provided, however, that such covenant and
agreement of the Company shall be cancelled and amounts theretofore designated
as Securities Funds will be released from such designation in the event and to
the extent that the Company shall determine that under the regulations of the
Company's Primary Federal Regulator either the Debt Securities are no longer
includable as capital or it is no longer necessary for the Company to be
obligated to pay the principal of the Debt Securities out of Securities Funds in
order for the Debt Securities to maintain the same capital treatment as they are
then receiving under such regulations, in the event and to the extent that
approval of the Primary Federal Regulator is obtained for such cancellation and
release or in the event and to the extent that the Company shall have exchanged
or redeemed such Debt Securities pursuant to the terms of such Debt Securities
of such series from a source other than amounts designated as Securities Funds.

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<PAGE>

                                 ARTICLE SIXTEEN

                     Meetings of Holders of Debt Securities

     Section 1601. Purposes for Which Meetings May Be Called.

     If Debt Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Debt Securities of such series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of Debt
Securities of such series.

     Section 1602. Call, Notice and Place of Meetings.

     (a) The Trustee may at any time call a meeting of Holders of Debt
Securities of any series issuable as Bearer Securities for any purpose specified
in Section 1601, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London as the Trustee shall determine.
Notice of every meeting of Holders of Debt Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.

     (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Debt Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Debt Securities of such series for any purpose specified in Section 1601, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Debt Securities of such series in the amount
above specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

     Section 1603. Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debt Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

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<PAGE>

     Section 1604. Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such adjourned meeting. Notice of
this reconvening of any adjourned meeting shall be given as provided in Section
1602(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Debt Securities of
such series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of
majority in principal amount of the Outstanding Debt Securities of that series,
provided however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Debt
Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Debt Securities of such series and the related
coupons, whether or not present or represented at the meeting.

     Section 1605. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities of such series in regard to proof of the holding of
Debt Securities of such series and of the appointment of proxies and in regard
to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Debt Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or, in the case of Bearer Securities, by having the
signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker

                                       95
<PAGE>

authorized by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairperson of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debt Securities as provided in Section 1602(b), in
which case the Company or the Holders of Debt Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Debt Securities of such series represented at the
meeting.

     (c) At any meeting each Holder of a Debt Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in ECU, any other composite currency or a Foreign Currency) of Debt
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to
be Outstanding. The chairperson of the meeting shall have no right to vote,
except as a Holder of a Debt Security of such series or proxy.

     (d) Any meeting of Holders of Debt Securities of any series duly called
pursuant to Section 1602 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     Section 1606. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1601. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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<PAGE>

                                ARTICLE SEVENTEEN

                                   Defeasance

     Section 1701. Termination of Company's Obligations.

     If this Section 1701 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt
Securities are denominated and payable in Dollars only, Eligible Instruments the
payments of principal and interest on which when due (and without reinvestment
and providing no tax liability will be imposed upon the Trustee or the Holders
of such Debt Securities) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest (including any
Additional Interest) when due on the Debt Securities of such series and any
coupons appertaining thereto and any mandatory sinking fund, repayment or
analogous payments thereon on the scheduled due dates therefor at the Stated
Maturity thereof, the Company's obligations under any covenant determined
pursuant to Section 301 to be subject to this Section shall terminate with
respect to the Debt Securities of the series for which such deposit was made;
provided, however, that (i) no Event of Default with respect to the Debt
Securities of such series under Section 501(6) or Section 501(7) or event that
with notice or lapse of time or both would constitute such an Event of Default
shall have occurred and be continuing on such date, (ii) such deposit will not
result in a breach of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound, and (iii) such termination shall not relieve the Company of its
obligations under the Debt Securities of such series and this Indenture to pay
when due the principal of (and premium, if any) and interest (including any
Additional Interest) and additional amounts on such Debt Securities and any
coupons appertaining thereto if such Debt Securities or coupons are not paid (or
payment is not provided for) when due from the money and Eligible Instruments
(and the proceeds thereof) so deposited.

     It shall be a condition to the deposit of cash and/or Eligible Instruments
and the termination of the Company's obligations pursuant to the provisions of
this Section with respect to the Debt Securities of any series under any
covenant determined pursuant to Section 301 to be subject to this Section that
the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that:
(a) Holders of Debt Securities of such series and any coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and termination and (b) such Holders (and future
Holders) will be subject to tax in the same amount, manner and timing as if such
deposit and termination had not occurred, (ii) an Officers' Certificate to the
effect that under the laws in effect on the date such money and/or Eligible
Instruments are deposited with the Trustee, the amount thereof will be
sufficient, after payment of all Federal, state and local taxes in respect
thereof payable by the Trustee, to pay principal (and premium, if any) and
interest (including any Additional Interest) when due on the Debt Securities of
such series and any coupons appertaining thereto; and (iii) an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated in this
Section have been complied with.

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<PAGE>

     It shall be an additional condition to the deposit of cash and/or Eligible
Instruments and the termination of the Company's obligations pursuant to the
provisions of this Section under any covenant determined pursuant to Section 301
to be subject to this Section, with respect to the Debt Securities of any series
then listed on the New York Stock Exchange, that the Company deliver an Opinion
of Counsel that the Debt Securities of such series will not be delisted from the
New York Stock Exchange as a result of such deposit and termination.

     After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations
pursuant to the provisions of this Section with respect to the Debt Securities
of such series under any covenant determined pursuant to Section 301 to be
subject to this Section.

     Section 1702. Repayment to Company.

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or Eligible Instruments not required for the payment
of the principal of (and premium, if any) and interest (including any Additional
Interest) on the Debt Securities of any series and any related coupons for which
money or Eligible Instruments have been deposited pursuant to Section 1701 held
by them at any time.

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money held by them for the payment of principal (and
premium, if any) and interest (including any Additional Interest) that remains
unclaimed for two years after the Maturity of the Debt Securities for which a
deposit has been made pursuant to Section 1701. After such payment to the
Company, the Holders of the Debt Securities of such series and any related
coupons shall thereafter, as unsecured general creditors, look only to the
Company for the payment thereof.

     Section 1703. Indemnity for Eligible Instruments.

     The Company shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the deposited Eligible
Instruments or the principal or interest received on such Eligible Instruments.


                                ARTICLE EIGHTEEN

                        Subordination of Debt Securities

     Section 1801. Debt Securities Subordinate to Senior Debt.

     The Company covenants and agrees that anything in this Indenture or the
Debt Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Debt Securities of each series and any coupons appurtenant
thereto is subordinate and junior in right of payment to all Senior Debt to the
extent provided herein and shall be pari passu with all Trust Related
Securities, and each Holder of Debt Securities of each series and coupons
appurtenant thereto, by such Holder's acceptance thereof, likewise covenants and
agrees to the subordination

                                       98
<PAGE>

herein provided and shall be bound by the provisions hereof. Senior Debt shall
continue to be Senior Debt and entitled to the benefits of these subordination
provisions irrespective of any amendment, modification or waiver of any term of
the Senior Debt or extension or renewal of the Senior Debt.

     In the event of

          (a) any insolvency, bankruptcy, receivership, liquidation,
     reorganization, readjustment, composition or other similar proceeding
     relating to the Company, its creditors or its property,

          (b) any proceeding for the liquidation, dissolution or other winding
     up of the Company, voluntary or involuntary, whether or not involving
     insolvency or bankruptcy proceedings,

          (c) any assignment by the Company for the benefit of creditors, or

          (d) any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Debt Securities or coupons appurtenant thereto on
account thereof. Any payment or distribution, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Debt Securities of any series or coupons
appurtenant thereto shall be paid or delivered directly to the holders of Senior
Debt in accordance with the priorities then existing among such holders until
all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior Debt,
the Holders of the Debt Securities and coupons appurtenant thereto, together
with the holders of any obligations of the Company ranking on a parity with the
Debt Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Debt Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Debt Securities and such other obligations.

     In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt

                                       99
<PAGE>

at the time outstanding and to any securities issued in respect thereof under
any such plan or reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof such payment
or distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Debt at the time outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Senior Debt remaining
unpaid, to the extent necessary to pay all such Senior Debt in full. In the
event of the failure of the Trustee or any Holder to endorse or assign any such
payment, distribution or security, each holder of Senior Debt is hereby
irrevocably authorized to endorse or assign the same.

     No present or future holder of any Senior Debt shall be prejudiced in the
right to enforce subordination of the indebtedness evidenced by the Debt
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of Debt
Securities of each series, the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest (including any Additional
Interest) on such Debt Securities and coupons appurtenant thereto or prevent the
Trustee or the Holder (or to the extent expressly provided herein, the holder of
any Capital Trust Securities) from exercising all rights, powers and remedies
otherwise permitted by applicable law or hereunder upon a default or Event of
Default hereunder, all subject to the rights of the holders of the Senior Debt
to receive cash, securities or other property otherwise payable or deliverable
to the Holders.

     Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding. Upon the payment in full of all
Senior Debt, the Holders of Debt Securities of each series and coupons
appurtenant thereto, if any, shall be subrogated to all rights of any holders of
Senior Debt to receive any further payments or distributions applicable to the
Senior Debt until the indebtedness evidenced by the Debt Securities of such
series and coupons appertaining thereto, if any, shall have been paid in full,
and such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be paid
or distributed to the holders of Senior Debt shall, as between the Company and
its creditors other than the holders of Senior Debt, on the one hand, and such
Holders, on the other hand, be deemed to be a payment by the Company on account
of Senior Debt, and not on account of the Debt Securities of such series.

     The Trustee and Holders will take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Debt or consent to the filing of a financing statement with respect hereto) as
may, in the opinion of counsel designated by the holders of a majority in
principal amount of the Senior Debt at the time outstanding, be necessary or
appropriate to assure the effectiveness of the subordination effected by these
provisions.

     The provisions of this Section 1801 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Company in respect of any
security interest the creation of which is not prohibited by the provisions of
this Indenture.

                                      100
<PAGE>

     Section 1802. Trustee and Holders of Debt Securities May Rely on
Certificate of Liquidating Agent; Trustee May Require Further Evidence as to
Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt.

     Upon any payment or distribution of assets of the Company referred to in
this Article Eighteen, the Trustee and the Holders shall be entitled to rely
upon an order or decree made by any court of competent jurisdiction in which
such dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eighteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself or herself to be a holder of Senior Debt (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Debt (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payments or distributions pursuant to this Article Eighteen,
the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
as to the extent to which such Person is entitled to participate in such payment
or distribution, and as to other facts pertinent to the rights of such Person
under this Article Eighteen, and if such evidence is not furnished, the Trustee
may offer any payment to such Person pending judicial determination as to the
right of such Person to receive payment. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt.

     Section 1803. Payment Permitted If No Default.

     Nothing contained in this Article Eighteen or elsewhere in this Indenture,
or in any of the Debt Securities, shall prevent (a) the Company at any time,
except during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings referred to in Section 1801, from making payments of
the principal of (or premium, if any) or interest (including any Additional
Interest) on the Debt Securities or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest (including any Additional Interest) on the Debt
Securities, if, at the time of such deposit, the Trustee or such Paying Agent,
as the case may be, did not have the written notice provided for in Section 1804
of any event prohibiting the making of such deposit, or if, at the time of such
deposit (whether or not in trust) by the Company with the Trustee or any Paying
Agent (other than the Company) such payment would not have been prohibited by
the provisions of this Article, and the Trustee or any Paying Agent shall not be
affected by any notice to the contrary received by it on or after such date.

     Section 1804. Trustee Not Charged with Knowledge of Prohibition.

     Anything in this Article Eighteen or elsewhere in this Indenture contained
to the contrary notwithstanding, the Trustee shall not at any time be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment of money to or by the

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<PAGE>

Trustee and shall be entitled conclusively to assume that no such facts exist
and that no event specified in Section 1801 has happened, until the Trustee
shall have received an Officers' Certificate to that effect or notice in writing
to that effect signed by or on behalf of the holder or holders, or their
representatives, of Senior Debt who shall have been certified by the Company or
otherwise established to the reasonable satisfaction of the Trustee to be such
holder or holders or representatives or from any trustee under any indenture
pursuant to which such Senior Debt shall be outstanding. The Company shall give
prompt written notice to the Trustee and to the Paying Agent of any facts which
would prohibit the payment of money to or by the Trustee or any Paying Agent.

     Section 1805. Trustee to Effectuate Subordination.

     Each Holder of Debt Securities or coupons by such Holder's acceptance
thereof authorizes and directs the Trustee in such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
between such Holder and holders of Senior Debt as provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

     Section 1806. Rights of Trustee as Holder of Senior Debt.

     The Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Debt which may at the time be held by it, to the same
extent as any other holder of Senior Debt; provided that nothing in this Article
shall deprive the Trustee of any rights as such holder and provided further that
nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.

     Section 1807. Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article in addition to or in place of the Trustee, provided, however,
that Sections 1804 and 1806 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

     Section 1808. Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt.

     No right of any present or future holders of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with. The holders of Senior Debt may, at any time or from time
to time and in their absolute discretion, change the manner, place or terms of
payment, change or extend the time of payment of, or renew or alter, any such
Senior Debt, or amend or supplement any instrument pursuant to which any such
Senior Debt is issued or by which it may be secured, or release any security
therefor, or exercise or

                                      102
<PAGE>

refrain from exercising any other of their rights under the Senior Debt
including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders of the Debt Securities or the Trustee and
without affecting the obligations of the Company, the Trustee or the Holders of
the Debt Securities under this Article.


                                ARTICLE NINETEEN

                      Conversion of Convertible Securities

     Section 1901. Applicability of Article.

     If an Officers' Certificate or supplemental indenture pursuant to Section
301 provides that the Debt Securities of a series shall be Convertible
Securities, Debt Securities of such series shall be convertible in accordance
with their terms and (except as otherwise specified in such Officers'
Certificate or supplemental indenture) in accordance with this Article.

     Section 1902. Right to Convert.

     Subject to and upon compliance with the provisions of this Article, the
Holder of any Convertible Security shall have the right, at such Holder's
option, at any time prior to the close of business on the date set forth in the
Officers' Certificate delivered pursuant to Section 301 hereof (or if such
Convertible Security is called for redemption or submitted for repayment, then
in respect of such Convertible Security to and including but not after the close
of business on the Redemption or Repayment Date, as the case may be, unless the
Company shall default in the payment due) to convert the principal amount of any
such Convertible Security, or, in the case of any Convertible Security of a
denomination greater than $1,000, any portion of such principal which is $1,000
or an integral multiple thereof, into that number of fully paid and
nonassessable shares of Common Stock (as such shares shall then be constituted)
obtained by dividing the principal amount of the Convertible Security or portion
thereof surrendered for conversion by the Conversion Price, by surrender of the
Convertible Security so to be converted in whole or in part in the manner
provided in Section 1903. Such conversion shall be effected by the Company.

     Section 1903. Exercise of Conversion Privilege; Delivery of Common Stock on
Conversion; No Adjustment for Interest or Dividends.

     In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted in whole or in part shall surrender such
Convertible Security at an office or agency maintained by the Company pursuant
to Section 1002, accompanied by the funds, if any, required by the last
paragraph of this Section, together with written notice of conversion, in the
form provided on the Convertible Securities, that the Holder elects to convert
such Convertible Security or the portion thereof specified in said notice. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Common Stock which shall be
deliverable on such conversion shall be registered, and shall be accompanied by
transfer taxes, if required pursuant to Section 1908. Each Convertible Security
surrendered for conversion shall, unless the shares deliverable on conversion
are to be registered in the same name as the registration

                                      103
<PAGE>

of such Convertible Security, be duly endorsed by, or accompanied by instruments
of transfer in form satisfactory to the Company duly executed by, the Holder or
such Holder's duly authorized attorney.

     As promptly as practicable after the surrender of such Convertible Security
and the receipt of such notice and funds, if any, as aforesaid, the Company
shall deliver at such office or agency to such Holder, or on such Holder's
written order, a certificate or certificates for the number of full shares
deliverable upon the conversion of such Convertible Security or portion thereof
in accordance with the provisions of this Article and a check or cash in respect
of any fractional interest in respect of a share of Common Stock arising upon
such conversion as provided in Section 1904. In case any Convertible Security of
a denomination greater than $1,000 shall be surrendered for partial conversion
and subject to Section 302, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the Holder of the
Convertible Security so surrendered, without charge to such Holder, a new
Convertible Security or Convertible Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Convertible Security.

     Each conversion shall be deemed to have been effected on the date on which
such Convertible Security shall have been surrendered (accompanied by the funds,
if any, required by the last paragraph of this Section) and such notice shall
have been received by the Company, as aforesaid, and the person in whose name
any certificate or certificates for shares of Common Stock shall be registrable
upon such conversion shall be deemed to have become on said date the holder of
record of the shares represented thereby; provided however, that any such
surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the person in whose name the certificates are to be
registered as the record holder thereof for all purposes on the next succeeding
day on which stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Convertible Security
shall have been surrendered.

     Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (unless such Convertible Security or portion thereof being converted shall
have been called for redemption or submitted for repayment on a date in such
period) be accompanied by payment, in legal tender or other funds acceptable to
the Company, of an amount equal to the interest otherwise payable on such
Interest Payment Date on the principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Convertible Securities.
An amount equal to such payment shall be paid by the Company on such Interest
Payment Date to the Holder of such Convertible Security on such Regular Record
Date, provided, however, that if the Company shall default in the payment of
interest on such Interest Payment Date, such amount shall be paid to the person
who made such required payment. Except as provided above in this Section, no
adjustment shall be made for interest accrued on any Convertible Security
converted or for dividends on any shares issued upon the conversion of such
Convertible Security as provided in this Article.

                                      104
<PAGE>

     Section 1904. Cash Payments in Lieu of Fractional Shares.

     No fractional shares of Common Stock or scrip representing fractional
shares shall be delivered upon conversion of Convertible Securities. If more
than one Convertible Security shall be surrendered for conversion at one time by
the same Holder, the number of full shares which shall be deliverable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Convertible Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
deliverable upon the conversion of any Convertible Security or Convertible
Securities, the Company shall make an adjustment therefor in cash at the current
market value of such fractional share of stock. The market value of a share of
Common Stock shall be the Closing Price on the Business Day immediately
preceding the day on which the Convertible Securities (or specified portions
thereof) are deemed to have been converted.

     Section 1905. Conversion Price.

     The Conversion Price shall be as specified in the form of Convertible
Security hereinabove set forth, subject to adjustment as provided in this
Article.

     Section 1906. Adjustment to Conversion Price.

     The Conversion Price shall be adjusted from time to time as follows:

          (a) In case the Company shall (i) pay a dividend or make a
     distribution on the Common Stock in shares of its capital stock (whether
     shares of Common Stock or of capital stock of any other class), (ii)
     subdivide or reclassify its outstanding Common Stock into a greater number
     of securities (including Common Stock), or (iii) combine or reclassify its
     outstanding Common Stock into a smaller number of securities (including
     Common Stock), the Conversion Price in effect immediately prior thereto
     shall be adjusted so that the Holder of any Convertible Security thereafter
     surrendered for conversion shall be entitled to receive the number of
     shares of capital stock of the Company which such Holder would have owned
     or have been entitled to receive after the happening of any of the events
     described above had such Convertible Security been converted immediately
     prior to the happening of such event. An adjustment made pursuant to this
     subsection (a) shall become effective immediately after the record date in
     the case of a dividend and shall become effective immediately after the
     effective date in the case of a subdivision or combination. If, as a result
     of an adjustment made pursuant to this subsection (a), the Holder of any
     Convertible Security thereafter surrendered for conversion shall become
     entitled to receive shares of two or more classes of capital stock of the
     Company, the Board of Directors of the Company (whose determination shall
     be conclusive and shall be described in a written statement filed with the
     Trustee and any conversion agent) shall determine the allocation of the
     adjusted Conversion Price between or among shares of such classes of
     capital stock.

          In the event that at any time, as a result of an adjustment made
     pursuant to this subsection (a) of this Section 1906, the Holder of any
     Convertible Security thereafter converted shall become entitled to receive
     any shares or other securities of the Company other than shares of Common
     Stock, thereafter the number of such other shares so received

                                      105
<PAGE>

     upon conversion of any Convertible Security shall be subject to adjustment
     from time to time in a manner and on terms as nearly equivalent as
     practicable to the provisions with respect to the shares of Common Stock
     contained in this Section 1906, and other provisions of this Article
     Nineteen with respect to the shares of Common Stock shall apply on like
     terms to any such other shares or other securities.

          (b) In case the Company shall fix a record date for the issuance of
     rights or warrants to all holders of its Common Stock (or securities
     convertible into Common Stock) entitling them (for a period expiring within
     45 days after such record date) to subscribe for or purchase Common Stock
     at a price per share (or a conversion price per share) less than the
     current market price per share of Common Stock (as defined in subsection
     (d) below) at such record date, the Conversion Price in effect immediately
     prior thereto shall be adjusted so that the same shall equal the price
     determined by multiplying the Conversion Price in effect immediately prior
     to such record date by a fraction of which the numerator shall be the
     number of shares of Common Stock outstanding on such record date plus the
     number of shares which the aggregate offering price of the total number of
     shares so offered (or the aggregate initial conversion price of the
     convertible securities so offered) would purchase at such current market
     price, and of which the denominator shall be the number of shares of Common
     Stock outstanding on such record date plus the number of additional shares
     of Common Stock offered for subscription or purchase (or into which the
     convertible securities so offered are initially convertible). Such
     adjustment shall be made successively whenever such a record date is fixed,
     and shall become effective immediately after such record date. In
     determining whether any rights or warrants entitle the holders to subscribe
     for or purchase shares of Common Stock at less than such current market
     price, and in determining the aggregate offering price of such shares,
     there shall be taken into account any consideration received by the Company
     for such rights or warrants, the value of such consideration, if other than
     cash, to be determined by the Board of Directors of the Company. Common
     Stock owned by or held for the account of the Company or any majority owned
     subsidiary shall not be deemed outstanding for the purpose of any
     adjustment required under this subsection (b).

          (c) In case the Company shall fix a record date for making a
     distribution to all holders of its Common Stock evidences of its
     indebtedness or assets (excluding regular quarterly or other periodic or
     recurring cash dividends or distributions and cash dividends or
     distributions paid from retained earnings of the Company or dividends or
     distributions referred to in subsection (a) above) or rights or warrants to
     subscribe or purchase (excluding those referred to in subsection (b)
     above), then in each such case the Conversion Price shall be adjusted so
     that the same shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to such record date by a
     fraction of which the numerator shall be the current market price per share
     (as defined in subsection (d) below) of the Common Stock on such record
     date less the then fair market value (as determined by the Board of
     Directors of the Company whose determination shall be conclusive, and
     described in a certificate filed with the Trustee) of the portion of the
     assets or evidences of indebtedness so distributed or of such rights or
     warrants applicable to one share of Common Stock, and the denominator shall
     be the current market price per share (as defined in subsection (d) below)
     of the Common Stock. Such adjustment shall be made successively

                                      106
<PAGE>

     whenever such a record date is fixed and shall become effective immediately
     after such record date. Notwithstanding the foregoing, in the event that
     the Company shall distribute any rights or warrants to acquire capital
     stock ("Rights") pursuant to this subsection (c), the distribution of
     separate certificates representing such Rights subsequent to their initial
     distribution (whether or not such distribution shall have occurred prior to
     the date of the issuance of such Convertible Securities) shall be deemed to
     be the distribution of such Rights for purposes of this subsection (c);
     provided that the Company may, in lieu of making any adjustment pursuant to
     this subsection (c) upon a distribution of separate certificates
     representing such Rights, make proper provision so that each Holder of such
     Convertible Security who converts such Convertible Security (or any portion
     thereof) (i) before the record date for such distribution of separate
     certificates shall be entitled to receive upon such conversion shares of
     Common Stock issued with Rights and (ii) after such record date and prior
     to the expiration, redemption or termination of such Rights shall be
     entitled to receive upon such conversion, in addition to the shares of
     Common Stock issuable upon such conversion, the same number of such Rights
     as would a holder of the number of shares of Common Stock that such
     Convertible Security so converted would have entitled the holder thereof to
     purchase in accordance with the terms and provisions of and applicable to
     the Rights if such Convertible Security were converted immediately prior to
     the record date for such distribution. Common Stock owned by or held for
     the account of the Company or any majority owned subsidiary shall not be
     deemed outstanding for the purpose of any adjustment required under this
     subsection (c).

          (d) For the purpose of any computation under subsection (b) and (c)
     above, the current market price per share of Common Stock at any date shall
     be deemed to be the average of the daily Closing Prices for the thirty
     consecutive days (which are not legal holidays as defined in Section 113)
     commencing forty-five days (which are not legal holidays as defined in
     Section 113) before the day in question. The Closing Price for any day
     shall be (i) if the Common Stock is listed or admitted for trading on any
     national securities exchange, the last sale price (regular way), or the
     average of the closing bid and ask prices if no sale occurred, of Common
     Stock on the principal securities exchange on which the Common Stock is
     listed, or, if not listed or admitted to trading on any national securities
     exchange, on the National Market System of the National Association of
     Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), (ii) if
     not listed or quoted as described in (i), the mean between the closing high
     bid and low asked quotations of Common Stock reported by NASDAQ, or any
     similar system or automated dissemination of quotations of securities
     prices then in common use, if so quoted, or (iii) if not quoted as
     described in clause (ii), the mean between the high bid and low asked
     quotations for Common Stock as reported by the National Quotation Bureau
     Incorporated if at least two securities dealers have inserted both bid and
     asked quotations for Common Stock on at least 5 of the 10 preceding days.
     If none of the conditions set forth above is met, the Closing Price of
     Common Stock on any day or the average of such Closing Prices for any
     period shall be the fair market value of Common Stock as determined by a
     member firm of the New York Stock Exchange, Inc. selected by the Company.

          (e)(i) Nothing contained herein shall be construed to require an
     adjustment in the Conversion Price as a result of the issuance of Common
     Stock pursuant to, or the granting or

                                      107
<PAGE>

     exercise of any rights under, the Wells Fargo & Company Dividend
     Reinvestment and Optional Cash Payment Plan.

          (ii) In addition, no adjustment in the Conversion Price shall be
     required unless such adjustment would require an increase or decrease of at
     least 1% in such price; provided, however, that any adjustments which by
     reason of this subsection (e)(ii) are not required to be made shall be
     carried forward and taken into account in any subsequent adjustment,
     further provided, however, that any adjustments which by reason of this
     subsection (e)(ii) are not otherwise required to be made shall be made no
     later than 3 years after the date on which occurs an event that requires an
     adjustment to be made or carried forward.

          (iii) All calculations under this Article Nineteen shall be made to
     the nearest cent or to the nearest one-hundredth of a share, as the case
     may be. Anything in this Section 1906 to the contrary notwithstanding, the
     Company shall be entitled to make such reductions in the Conversion Price,
     in addition to those required by this Section 1906, as it in its discretion
     shall determine to be advisable in order that any stock dividends,
     subdivision of shares, distribution of rights to purchase stock or
     securities, or distribution of securities convertible into or exchangeable
     for stock hereafter made by the Company to its shareholders shall not be
     taxable.

          (f) Whenever the Conversion Price is adjusted, as herein provided, the
     Company shall promptly file with the Trustee and any conversion agent other
     than the Trustee an Officers' Certificate setting forth the Conversion
     Price after such adjustment and setting forth a brief statement of the
     facts requiring such adjustment. Promptly after delivery of such
     certificate, the Company shall prepare a notice of such adjustment of the
     Conversion Price setting forth the adjusted Conversion Price and the date
     on which such adjustment becomes effective and shall mail such notice of
     such adjustment of the Conversion Price to the Holder of each Convertible
     Security at such Holder's last address appearing on the Security Register
     provided for in Section 305 of this Indenture.

          (g) In any case in which this Section 1906 provides that an adjustment
     shall become effective immediately after a record date for an event, the
     Company may defer until the occurrence of such event (i) delivering to the
     Holder of any Convertible Security converted after such record date and
     before the occurrence of such event the additional shares of Common Stock
     deliverable upon such conversion by reason of the adjustment required by
     such event over and above the Common Stock deliverable upon such conversion
     before giving effect to such adjustment and (ii) paying to such Holder any
     amount in cash in lieu of any fraction pursuant to Section 1904, provided,
     however, that the Company shall deliver to such Holder a due bill or other
     appropriate instrument evidencing such Holder's rights to receive such
     additional shares, and such cash, upon the occurrence of the event
     requiring such adjustment. If such event does not occur, no adjustments
     shall be made pursuant to this Section 1906.

                                      108
<PAGE>

     Section 1907. Effect of Reclassification, Consolidation, Merger or Sale.

     If any of the following events occur, namely (i) any reclassification or
change of outstanding shares of Common Stock deliverable upon conversion of the
Convertible Securities (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, but including any change in the shares of Common Stock into two
or more classes or series of securities), (ii) any consolidation or merger to
which the Company is a party (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of its Common Stock) or (iii)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation; then the Company, or
such successor or purchasing corporation, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act as in force at the date of execution of such supplemental indenture and
comply with the provisions of Article Nine) providing that each Convertible
Security shall be convertible into the kind and amount of shares of stock and
other securities or property, including cash, receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of a number of shares of Common Stock deliverable upon conversion of such
Convertible Securities immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The Company shall
cause notice of the execution of such supplemental indenture to be mailed to
each holder of Convertible Securities, at his address appearing on the Security
Register provided for in Section 305 of this Indenture.

     The above provisions of this Section shall similarly apply to successive
reclassifications, consolidations, mergers and sales.

     Section 1908. Taxes on Shares Issued.

     The delivery of stock certificates on conversions of Convertible Securities
shall be made without charge to the Holder converting a Convertible Security for
any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the delivery of stock registered in any name other than of the Holder of any
Convertible Security converted, and the Company shall not be required to deliver
any such stock certificate unless and until the person or persons requesting the
delivery thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     Section 1909. Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock.

     The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Convertible Securities will upon delivery be fully
paid and nonassessable by the Company and free from all taxes, liens and charges
with respect to the issue thereof.

                                      109
<PAGE>

     The Company covenants that if any shares of Common Stock to be provided for
the purpose of conversion of Convertible Securities hereunder require
registration with or approval of any governmental authority under any Federal or
state law before such shares may be validly delivered upon conversion, the
Company will in good faith and as expeditiously as possible endeavor to secure
such registration or approval, as the case may be.

     The Company further covenants that it will, if permitted by the rules of
the New York Stock Exchange, list and keep listed for so long as the Common
Stock shall be so listed on such exchange, upon official notice of issuance, all
Common Stock deliverable upon conversion of the Convertible Securities.

     Section 1910. Trustee Not Responsible.

     Neither the Trustee nor any authenticating agent nor any conversion agent
shall at any time be under any duty or responsibility to any Holder of
Convertible Securities to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee nor any authenticating agent nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at any time be delivered upon the conversion of any Convertible Security,
and neither the Trustee nor any authenticating agent nor any conversion agent
makes any representation with respect thereto. Subject to the provisions of
Section 601, neither the Trustee nor any authenticating agent nor any conversion
agent shall be responsible for any failure of the Company to deliver any shares
of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Convertible Security for the purpose of conversion or
for any failure of the Company to comply with any of the covenants of the
Company contained in this Article.

     Section 1911. Notice to Holders Prior to Certain Actions.

     In case:

          (a) the Company shall declare a dividend (or any other distribution)
     on the Common Stock (other than in cash out of its current or retained
     earnings); or

          (b) the Company shall authorize the granting to the holders of the
     Common Stock of rights or warrants to subscribe for or purchase any share
     of any class or any other rights or warrants; or

          (c) of any reclassification or change of the Common Stock (other than
     a subdivision or combination of its outstanding Common Stock, or a change
     in par value, or from par value to no par value, or from no par value to
     par value) or of any consolidation or merger to which the Company is a
     party and for which approval of any stockholders of the Corporation is
     required or of the sale or transfer of all or substantially all of the
     assets of the Company; or

                                      110
<PAGE>

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

the Company shall cause to be filed with the Trustee and the Company shall cause
to be mailed to each holder of Convertible Securities at his address appearing
on the Security Register, provided for in Section 305 of this Indenture, as
promptly as possible but in any event no less than fifteen days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights
or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up or any adjustment in the Conversion Price required by
this Article Nineteen.

     Section 1912. Covenant to Reserve Shares.

     The Company covenants that it will at all times reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as shall then be deliverable upon the
conversion of all outstanding Convertible Securities.

                                      111
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    WELLS FARGO & COMPANY



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


[CORPORATE SEAL]


Attest:


- ---------------------------------
Secretary


                                    [                                        ,
                                     ----------------------------------------
                                     not in its individual capacity but
                                     solely as trustee



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


[CORPORATE SEAL]


Attest:


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

                                      112
<PAGE>

STATE OF CALIFORNIA        )
                           )SS.
COUNTY OF SAN FRANCISCO    )


     On the _____ day of _____________, 2001 before me personally came
___________________________, to me known, who, being duly sworn, did depose and
say that he resides at San Francisco, California; that he is
_______________________ of Wells Fargo & Company, a corporation described in and
which executed the above instrument; that he knows the seal of said corporation;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that he signed his name thereto pursuant to like
authority.



                                          ------------------------------------
                                          Notary Public

                                      113
<PAGE>

STATE OF ________________  )
                           )SS.
COUNTY OF _______________  )


     On the _____ day of _____________, 2001, before me personally came
_____________________________, to me known, who, being duly sworn, did depose
and say that he resides at ________________________; that he is
_____________________ of _________________________, a Delaware banking
corporation described in and which executed the above instrument; that he knows
the seal of said corporation; that it was so affixed pursuant to the authority
of the Board of Directors of said corporation; and that he signed his name
thereto pursuant to like authority.



                                          ------------------------------------
                                          Notary Public

                                      114
<PAGE>

                                                                     EXHIBIT A-1

                [Form of Certificate of Beneficial Ownership by a
              Non-United States Person or by Certain Other Persons]

                                   Certificate

                              WELLS FARGO & COMPANY

                   [Insert title or sufficient description of
                        Debt Securities to be delivered]

     Reference is hereby made to the Indenture dated as of _______________, 2001
(the "Indenture") between Wells Fargo & Company and
____________________________, as trustee (the "Trustee"), covering the
above-captioned Debt Securities. This is to certify that as of the date hereof,
__________ principal amount of Debt Securities credited to you for our account
(i) is owned by persons that are not United States Persons, as defined below;
(ii) is owned by United States Persons that are (a) foreign branches of United
States financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States Persons who acquired the Debt Securities
through foreign branches of United States financial institutions and who hold
the Debt Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution encloses herewith a certificate in the form of Exhibit A-2 to the
Indenture); or (iii) is owned by United States or foreign financial institutions
for purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) certify that they have not acquired the Debt
Securities for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions.

     [Insert if certificate does not relate to an interest payment--We undertake
to advise you by tested telex followed by written confirmation if the above
statement as to beneficial ownership is not correct on the date of delivery of
the above-captioned Debt Securities in bearer form as to all of such Debt
Securities with respect to such of said Debt Securities as then appear in your
books as being held for our account.] We understand that this certificate is
required in connection with United States tax laws. We irrevocably authorize you
to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. "United States Person" shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate or trust that is
subject to United States Federal income taxation regardless of the source of its
income.

     [This certificate excepts and does not relate to principal amount of Debt
Securities credited to you for our account and to which we are not now able to
make the certification set forth above. We understand that definitive Debt
Securities cannot be delivered and interest cannot be paid until we are able to
so certify with respect to such principal amount of Debt Securities.]*
<PAGE>

Dated:
      --------------------------------------

[To be dated on or after
___________ (the date
determined as provided in
the Indenture)]

                                      [Name of Person Entitled to Receive Bearer
                                      Security]



                                      -----------------------------------------
                                              (Authorized Signatory)


                                      Name:
                                            -----------------------------------

                                      Title:
                                            -----------------------------------




- ------------------------------------
         *Delete if inappropriate


                                      A-2
<PAGE>

                                                                     EXHIBIT A-2

                       [Form of Certificate of Status as a
            Foreign Branch of a United States Financial Institution]

                                   Certificate

                              WELLS FARGO & COMPANY

                   [Insert title or sufficient description of
                        Debt Securities to be delivered]

     Reference is hereby made to the Indenture dated as of _______________, 2001
(the "Indenture"), between Wells Fargo & Company and
______________________________, as trustee, relating to the offering of the
above-captioned Debt Securities (the "Debt Securities"). Unless herein defined,
terms used herein have the same meaning as given to them in the Indenture.

     The undersigned represents that it is a branch located outside the United
States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury Regulation Section
1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of
its trade or business and agrees, and authorizes you to advise the issuer or the
issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Debt Securities in bearer
form.

     We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate.

Dated:
      --------------------------------------

[To be dated on or after
_____________ (the date
determined as provided in
the Indenture)]

                                      [Name of Person Entitled to Receive Bearer
                                      Security]



                                      -----------------------------------------
                                              (Authorized Signatory)


                                      Name:
                                            -----------------------------------

                                      Title:
                                            -----------------------------------
<PAGE>

                                                                       EXHIBIT B

          [Form of Certificate to be Given by Euroclear and Cedel S.A.
            in Connection with the Exchange of All or a Portion of a
                     Temporary Global Security or to Obtain
                           Interest Prior to Exchange]

                                   Certificate

                              WELLS FARGO & COMPANY

           [Insert title or sufficient description of Debt Securities
                                to be delivered]

     We refer to that portion, , of the Global Security representing the
above-captioned issue [which is herewith submitted to be exchanged for
definitive Debt Securities]* [for which we are seeking to obtain payment of
interest]* (the "Submitted Portion"). This is to certify, pursuant to the
Indenture dated as of August 30, 1999 (the "Indenture") between Wells Fargo &
Company and The First National Bank of Chicago, as trustee (the "Trustee"), that
we have received in writing, by tested telex or by electronic transmission from
member organizations with respect to each of the persons appearing in our
records as being entitled to a beneficial interest in the Submitted Portion a
Certificate of Beneficial Ownership by a Non-United States Person or by Certain
Other Persons [and, in some cases, a Certificate of Status as a Foreign Branch
of a United States Financial Institution, authorizing us to inform the issuer or
the issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to
the Indenture.

     We hereby request that you deliver to the office of
________________________ in _________________ definitive Bearer Securities in
the denominations on the attached Schedule A.

     We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date hereof.

Dated:
      ------------------------------

                                        [MORGAN GUARANTY TRUST COMPANY OF
                                        NEW YORK, BRUSSELS OFFICE,
                                        as Operator of the Euroclear System]
                                        [CEDEL S.A.]

                                        By
                                          ------------------------------------

- ---------------
         *Delete if inappropriate.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.X
<SEQUENCE>6
<FILENAME>dex4x.txt
<DESCRIPTION>FORMS OF REGISTERED MEDIUM-TERM NOTES
<TEXT>
<PAGE>

                                                                 EXHIBIT 4(x)(A)

                                 [Face of Note]

CUSIP NO.                                      PRINCIPAL AMOUNT: $

REGISTERED NO.

                              WELLS FARGO & COMPANY

                                     FORM OF

                     MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue

[_] Check this box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]


ORIGINAL ISSUE DATE:       ISSUE PRICE:   %         INTEREST RATE PER ANNUM:

STATED MATURITY DATE:      INTEREST PAYMENT         REGULAR RECORD DATES:
                           DATES:

OPTIONAL REDEMPTION:       INITIAL REDEMPTION       ANNUAL REDEMPTION
                           PERCENTAGE:              PERCENTAGE REDUCTION:

INITIAL REDEMPTION         SINKING FUND:            OPTION TO ELECT REPAYMENT:
DATE:

OPTIONAL REPAYMENT         MINIMUM DENOMINATIONS:   DEPOSITARY (Only applicable
DATE(S):                       [_]   $1,000         if this Security is a Global
                               [_]   Other          Security):
<PAGE>

SPECIFIED CURRENCY:

OTHER/ADDITIONAL TERMS:                             ADDENDUM ATTACHED:


     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of _______________________ Dollars ($______________)
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to such date) and to pay interest, if any, on the principal amount hereof
at the Interest Rate shown above (computed on the basis of a 360-day year of
twelve 30-day months), semi-annually on each Interest Payment Date set forth
above from and after the date of this Security and at Maturity until payment of
the principal amount hereof has been made or duly provided for. Unless this
Security is a Security which has been issued upon transfer of, in exchange for,
or in replacement of, a Predecessor Security, interest on this Security shall
accrue from the Original Issue Date indicated above. If this Security has been
issued upon transfer of, in exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on, this Security is
payable by the Company in the Specified Currency specified above.

     Any interest not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent


                                       2
<PAGE>

with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in __________________ and
______________________. The Company has initially appointed
__________________________________ as the Paying Agent at its offices at
_________________________________________________ and at _____________________
- ---------------------------.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 15 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity will be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
________________ or _________________.

     The Company will pay any administrative costs imposed by banks on payors in
making payments on this Security in immediately available funds and the Holder
of this Security will pay any administrative costs imposed by banks on payees in
connection with such payments. Any tax, assessment or governmental charge
imposed upon payments on this Security will be borne by the Holder of this
Security.

     Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day other
than a Saturday, Sunday or a legal holiday or a day on which banking
institutions are authorized or required by law or regulation to close in
_____________ or _________________.


                                       3
<PAGE>

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       4
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


DATED:
       ---------------------
                                       WELLS FARGO & COMPANY


                                       By:
                                           -------------------------------------
                                          Its:
                                               ---------------------------------
[SEAL]
                                       Attest:
                                               ---------------------------------
                                          Its:
                                               ---------------------------------

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.


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

By:
    --------------------------
    Authorized Signature


                                       5
<PAGE>

                                [Reverse of Note]



                              WELLS FARGO & COMPANY


                     MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


General

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an indenture dated as of _______________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and __________________________________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto, reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series of the
Securities, which series is limited to an aggregate principal amount of
$_____________ or the equivalent thereof in one or more foreign or composite
currencies, designated as Medium-Term Notes, Series __, of the Company. The
Securities of this series may mature at different times, bear interest, if any,
at different rates, be redeemable at different times or not at all, be repayable
at the option of the Holder at different times or not at all, be issued at an
original issue discount and be denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.


                                       6
<PAGE>

Modification and Waivers; Obligation of the Company Absolute

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together as a class.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with those provisions of the Indenture. Certain past defaults under
the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed, except that in the event the Company deposits money or Eligible
Instruments as provided in Section 401 or 403 of the Indenture, such payments
will be made only from proceeds of such money or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction


                                       7
<PAGE>

specified on the face hereof, until the Redemption Percentage is equal to 100%.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the applicable
Redemption Date to each Holder of the Securities of this series to be redeemed.
In the event of redemption of this Security in part only, the Company shall
issue a new Security or Securities for the unredeemed portion hereof in the name
of the Holder hereof upon the cancellation hereof. If less than all of the
Securities of this series with like tenor and terms are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security will not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter (and this
Security and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries to __________________________________ are to be made is
____________________________ _______________________________ (or, at such other
place as the Company shall notify the Holders of the Securities of this series).
All questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.


                                       8
<PAGE>

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in _____________ or
_________________, a new Security or Securities of this series in authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, as provided in the Indenture and subject to the
limitations provided therein and to the limitations described below, without
charge except for any tax or other governmental charge imposed in connection
therewith.

     If this Security is a Global Security (as specified above), this Security
is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), this Security
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor. Except as provided
above, owners of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Securities in definitive form and will
not be considered the Holders hereof for any purpose under the Indenture.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


                                       9
<PAGE>

No Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       10
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_________________________________________________________________________, at
_________________________________________________________________ (please print
or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $__________.

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the


                                       11
<PAGE>

Security or Securities to be issued to the holder for the portion of the within
Securities not being repaid (in the absence of any specification, one such
Security will be issued for the portion not being repaid): $______________.



Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       12
<PAGE>

                                  ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --  as tenants in common

TEN ENT  --  as tenants by the entireties

JT TEN   --  as joint tenants with right
             of survivorship and not
             as tenants in common

UNIF GIFT MIN ACT  --  ________________ Custodian _________________________
                           (Cust)                         (Minor)

Under Uniform Gifts to Minors Act

_____________________________
          (State)

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


                                       13
<PAGE>

the within Security of WELLS FARGO & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.

Dated:  _________________________



                                                      --------------------------
                                Signature Guaranteed:
                                                      --------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.


                                       14
<PAGE>

                                                                 Exhibit 4(x)(B)

                                 [Face of Note]

CUSIP NO.                                     PRINCIPAL AMOUNT: $

REGISTERED NO.


                              WELLS FARGO & COMPANY

                                     FORM OF

                    MEDIUM-TERM FLOATING RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]

ORIGINAL ISSUE           ISSUE PRICE:    %            STATED MATURITY DATE:
DATE:


BASE RATE:               INITIAL INTEREST RATE:       INTEREST PAYMENT DATES:



REGULAR RECORD           INTEREST DETERMINATION       CALCULATION DATES:
DATES:                   DATES:


MAXIMUM RATE:            MINIMUM RATE:                INTEREST RESET PERIOD:


                                       15
<PAGE>

INTEREST RESET                 INITIAL INTEREST          SPREAD MULTIPLIER:
DATES:                         RESET DATE:

SPREAD:   +                    INDEX MATURITY:           DESIGNATED CMT MATURITY
          -                                              INDEX AND DESIGNATED
                                                         TELERATE PAGE
                                                         (Only applicable if the
                                                          Base Rate is CMT):

DESIGNATED LIBOR PAGE          INDEX CURRENCY             CALCULATION AGENT:
(Only applicable if the        (Only applicable if the
Base Rate is LIBOR):           Base Rate is LIBOR):
   [_] LIBOR Telerate (p._)
   [_] LIBOR Reuters (p. _)


OPTIONAL REDEMPTION            INITIAL REDEMPTION DATE    INITIAL REDEMPTION
(at option of Company):        (at option of Company):    PERCENTAGE:


ANNUAL REDEMPTION              SINKING FUND:              OPTION TO ELECT
PERCENTAGE REDUCTION:                                     REPAYMENT:


OPTIONAL REPAYMENT             MINIMUM DENOMINATIONS:     DEPOSITARY
DATE(S):                            [_] $1,000            (Only applicable if
                                    [_] Other             this Security is a
                                                          Global Security):

SPECIFIED CURRENCY:


OTHER/ADDITIONAL TERMS:                                   ADDENDUM ATTACHED:



     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of
__________________________________Dollars ($_____________) on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to such
date) and to pay interest, if any, on the Interest Payment Dates specified
above, commencing with the first Interest Payment Date specified above following
the Original Issue Date specified above, and at Maturity, on the principal
amount hereof, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above following the
Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading


                                       16
<PAGE>

"Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of EURIBOR", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", "Determination of
Treasury Rate" or "Determination of CMT Rate", depending upon whether the Base
Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, LIBOR,
Prime Rate, Treasury Rate or CMT Rate, as specified above.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any Interest Payment Date specified above that would fall on a day that is
not a Business Day, other than an Interest Payment Date that is also the date of
Maturity, shall be the following day that is a Business Day, except that, if the
Base Rate specified above is LIBOR or EURIBOR and such following Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the date of Maturity would fall on a
day that is not a Business Day, the payment of principal and any premium and
interest shall be made on the following Business Day, with the same force and
effect as if made on the due date, and no additional interest shall accrue on
the amount so payable for the period from and after such date of Maturity. For
purposes of this Security, "Business Day" means (a) any day other than a
Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in
____________________ or _____________________, and (b) if the Base Rate
specified above is LIBOR or EURIBOR, any day that meets the above criteria and
which is also a London Banking Day. For purposes of this Security, "London
Banking Day" means any day on which dealings in deposits in the Index Currency
specified above are transacted in the London interbank market.

     Interest payments on this Security shall be the amount of interest accrued
from and including the Original Issue Date specified above or from and including
the last date to which interest has been paid, or provided for, as the case may
be, to but excluding, the following Interest Payment Date or the date of
Maturity. If this Security has been issued upon transfer of, in exchange for, or
in replacement of, a Predecessor Security, interest on this Security shall
accrue from the last Interest Payment Date to which interest was paid on such
Predecessor Security or, if no interest was paid on such Predecessor Security,
from the Original Issue Date specified above.

     Subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, the interest so payable on any Interest Payment Date shall be
paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date


                                       18
<PAGE>

(whether or not a Business Day) next preceding such Interest Payment Date, and
interest payable upon the Maturity (whether or not such date of Maturity is an
Interest Payment Date) shall be paid to the Person to whom principal is payable;
provided, however, that the first payment of interest on a Security originally
issued and dated between a Regular Record Date specified above and an Interest
Payment Date shall be due and payable on the Interest Payment Date following the
next succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Unless otherwise specified on the face hereof,
"Regular Record Date" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date.

     Any interest not punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company shall at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in ___________________ or __________________.
The Company has initially appointed ________________________ as the Paying Agent
at its offices at _________________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security shall be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) shall be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity shall be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
_____________________ or ______________________.


                                       18
<PAGE>

     The Company shall pay any administrative costs imposed by banks on payors
in making payments on this Security in immediately available funds and the
Holder of this Security will pay any administrative costs imposed by banks on
payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security shall be borne by the Holder of
this Security.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       19
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


DATED:
       ---------------------
                                       WELLS FARGO & COMPANY


                                       By:
                                           -------------------------------------
                                          Its:
                                               ---------------------------------
[SEAL]
                                       Attest:
                                               ---------------------------------
                                          Its:
                                               ---------------------------------

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.


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

By:
    --------------------------
    Authorized Signature


                                       20
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY

                   MEDIUM-TERM FLOATING RATE NOTE, SERIES ___

                   Due Nine Months or More From Date of Issue

General

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an indenture dated as of _______________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and _________________, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto, reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series of the Securities, which series is limited to an
aggregate principal amount of _____________________ or the equivalent thereof in
one or more foreign or composite currencies, designated as Medium-Term Notes,
Series ___, of the Company. The Securities of this series may mature at
different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the Holder at
different times or not at all, be issued at an original issue discount and be
denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

Interest Rate Reset

     The interest rate in effect from the Original Issue Date to the Initial
Interest Reset Date specified on the face hereof shall be the Initial Interest
Rate specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof following the Original Issue Date specified on
the face hereof, the rate at which interest on this Security is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as
specified on the face hereof under "Interest Reset Period". Each such adjusted
rate shall be applicable from and including the Interest Reset Date to which it
relates to but not including the next succeeding Interest Reset Date or until
Maturity, as the case may be. Subject to applicable provisions of law and except
as specified herein, on each Interest Reset Date, the rate of interest on this
Security shall be the rate determined with respect to the Interest Determination
Date


                                       21
<PAGE>

next preceding such Interest Reset Date in accordance with the provisions
of the applicable heading below and adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof, and/or by the multiplication
by the Spread Multiplier, if any, specified on the face hereof.

     If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the following Business Day, except that
if the Base Rate specified above is LIBOR or EURIBOR and if such following
Business Day is in the next calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.

     Accrued interest shall be calculated by multiplying the principal amount by
an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such day will be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, if the Base Rate is the
CD Rate, the Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR or
the Prime Rate or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or the CMT Rate.

     Unless otherwise specified on the face hereof, all percentages resulting
from any calculation referred to herein shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from any
such calculation on this Security shall be rounded to the nearest cent (with
one-half cent being rounded upwards).

     Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date.

     The interest rate on this Security shall in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.

     At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that shall become effective on the next Interest Reset Date
with respect to this Security. The Calculation Agent's determination of any
interest rate shall be final and binding in the absence of manifest error.


                                       22
<PAGE>

     A "Calculation Date", where applicable, for any Interest Determination Date
will be the earlier of:

     o    the tenth calendar day after that Interest Determination Date, or, if
          that day is not a Business Day, the following Business Day; or

     o    the Business Day before the applicable Interest Payment Date or
          Maturity.

Determination of CD Rate

     If the Base Rate specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "CD Interest Determination Date") shall equal the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, ("H.15(519)") under the heading "CDs (Secondary Market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above:

     o    If the above rate is not published in H.15(519) by 9:00 a.m., New York
          City time, on the Calculation Date, the CD Rate will be the rate on
          the applicable CD Interest Determination Date set forth in the daily
          update of H.15(519), available through the world wide website of the
          Board of Governors of the Federal Reserve System at
          http://www.bog.frb.fed.us/releases/h15/update, or any successor site
          or publication (the "H.15 Daily Update"), for the day in respect of
          certificates of deposit having the Index Maturity specified on the
          face hereof under the caption "CDs (secondary market)."

     o    If that rate is not yet published in either H.15(519) or the H.15
          Daily Update by 3:00 p.m., New York City time, on the Calculation
          Date, then the Calculation Agent will determine the CD Rate to be the
          arithmetic mean of the secondary market offered rates as of 10:00
          a.m., New York City time, on that CD Interest Determination Date of
          three leading nonbank dealers in negotiable U.S. dollar certificates
          of deposit in New York City, which may include the agents or their
          affiliates, selected by the Calculation Agent, after consultation with
          the Company, for negotiable certificates of deposit of major United
          States money center banks of the highest credit standing in the market
          for negotiable certificates of deposit with a remaining maturity
          closest to the Index Maturity specified on the face hereof in an
          amount that is representative for a single transaction in the market
          at that time.


                                       23
<PAGE>

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the CD Rate in effect
          immediately before that CD Interest Determination Date will not change
          and will remain the CD Rate in effect on that CD Interest
          Determination Date.

Determination of Commercial Paper Rate

     If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Commercial Paper Interest
Determination Date") shall equal the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper--Nonfinancial."

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, then the Commercial Paper Rate will be the
          Money Market Yield of the rate on the applicable Commercial Paper
          Interest Determination Date for commercial paper having the Index
          Maturity specified on the face hereof as published in the H.15 Daily
          Update under the heading "Commercial Paper--Nonfinancial."

     o    If by 3:00 p.m., New York City time, on that Calculation Date that
          rate is not yet published in either H.15(519) or the H.15 Daily
          Update, then the Calculation Agent will determine the Commercial Paper
          Rate to be the Money Market Yield of the arithmetic mean of the
          offered rates as of 11:00 a.m., New York City time, on that Commercial
          Paper Interest Determination Date of three leading dealers of
          commercial paper in New York City, which may include the agents or
          their affiliates, selected by the Calculation Agent, after
          consultation with the Company, for commercial paper having the Index
          Maturity specified on the face hereof placed for an industrial issuer
          whose bond rating is "AA," or the equivalent, from a nationally
          recognized statistical rating agency.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Commercial Paper Rate in
          effect immediately before the Commercial Paper Interest Determination
          Date will not change and will remain the Commercial Paper Rate in
          effect on that Commercial Paper Interest Determination Date.


                                       24
<PAGE>

     "Money Market Yield" will be a yield calculated in accordance with the
following formula:

                                          D x 360
             Money Market Yield =     ---------------  x 100
                                       360 - (D x M)

where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

  Determination of EURIBOR

     If the Base Rate specified on the face hereof is EURIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "EURIBOR Interest Determination Date") shall equal
the rate for deposits in euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI - The Financial Market Association, or
any company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

     The following procedures will be followed if the EURIBOR Rate cannot be
determined as described above:

     o    If the above rate does not appear, the Calculation Agent will request
          the principal Euro-zone, as defined below, office of each of four
          major banks in the Euro-zone interbank market, as selected by the
          Calculation Agent, after consultation with the Company, to provide the
          Calculation Agent with its offered rate for deposits in euros, at
          approximately 11:00 a.m. (Brussels time) on the EURIBOR Interest
          Determination Date, to prime banks in the Euro-zone interbank market
          for the Index Maturity specified on the face hereof commencing on the
          applicable EURIBOR Interest Reset Date, and in a principal amount not
          less than the equivalent of U.S. $1 million in euro that is
          representative of a single transaction in euro, in that market at that
          time. If at least two quotations are provided, EURIBOR will be
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, EURIBOR will be the
          arithmetic mean of the rates quoted by four major banks in the
          Euro-zone, as selected by the Calculation Agent, after consultation
          with the Company, at approximately 11:00 a.m. (Brussels time), on the
          applicable EURIBOR Interest Reset Date for loans in euro to leading
          European banks for a period of time equivalent to the Index Maturity
          specified on the face hereof commencing on that EURIBOR


                                       25
<PAGE>

          Interest Reset Date in a principal amount not less than the equivalent
          of U.S. $1 million in euro.

     o    If the banks selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the EURIBOR in effect
          immediately before such EURIBOR Interest Determination Date will not
          change and will remain the EURIBOR in effect on that EURIBOR Interest
          Determination Date.

"Euro-zone" means the region comprised of member states of the European Union
that adopt the single currency in accordance with the treaty establishing the
European Community, as amended by the treaty on European Union.

  Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Federal Funds Interest Determination
Date") shall equal the rate on that day for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120").

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, the Federal Funds Rate will be the rate on
          the applicable Federal Funds Interest Determination Date as published
          in the H.15 Daily Update under the heading "Federal
          Funds/(Effective)."

     o    If that rate is not yet published in either H.15(519) or H.15 Daily
          Update by 3:00 p.m., New York City time, on the Calculation Date, the
          Calculation Agent will determine the Federal Funds Rate to be the
          arithmetic mean of the rates for the last transaction in overnight
          U.S. dollar Federal Funds arranged by each of three leading brokers of
          U.S. dollar Federal Funds transactions in New York City, which may
          include the agents or their affiliates, selected by the Calculation
          Agent, after consultation with the Company, before 9:00 a.m., New York
          City time, on that Federal Funds Interest Determination Date.

     o    If the brokers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Federal Funds Rate in
          effect immediately before that Federal Funds Interest Determination
          Date will not change and will remain the Federal Funds Rate in effect
          on that Federal Funds Interest Determination Date.


                                       26
<PAGE>

  Determination of LIBOR

     If the Base Rate specified on the face hereof is LIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "LIBOR Interest Determination Date") shall be
determined by the Calculation Agent by reference to the display on Bridge
Telerate Inc., or any successor service, on Page 3750, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency ("LIBOR
Telerate"). The "Index Currency" means the currency specified on the face hereof
as the currency for which LIBOR will be calculated, or, if the euro is
substituted for that currency, the Index Currency will be the euro. If no
currency is specified on the face hereof the Index Currency will be U.S.
dollars.

     o    As of the LIBOR Interest Determination Date, LIBOR will be the rate
          for deposits in the Index Currency having the Index Maturity specified
          on the face hereof, commencing on the second London Banking Day
          immediately following that LIBOR Interest Determination Date or, if
          pounds sterling is the Index Currency, commencing on that LIBOR
          Interest Determination Date that appears on LIBOR Telerate as of 11:00
          a.m., London time, on that LIBOR Interest Determination Date.

     o    If no rate appears, then the Calculation Agent will request the
          principal London offices of each of four major reference banks in the
          London interbank market, as selected by the Calculation Agent, after
          consultation with the Company, to provide the Calculation Agent with
          its offered quotation for deposits in the Index Currency for the
          period of the Index Maturity specified on the face hereof commencing
          on the second London Banking Day immediately following the LIBOR
          Interest Determination Date, to prime banks in the London interbank
          market at approximately 11:00 a.m., London time, on that LIBOR
          Interest Determination Date and in a principal amount that is
          representative of a single transaction in that Index Currency in that
          market at that time. If at least two quotations are provided, LIBOR
          determined on that LIBOR Interest Determination Date will be the
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, LIBOR will be determined
          for the applicable Interest Reset Date as the arithmetic mean of the
          rates quoted at approximately 11:00 a.m., London time, or some other
          time specified on the face hereof, in the applicable principal
          financial center for the country of the Index Currency on that
          Interest Reset Date, by three major banks in that principal financial
          center selected by the Calculation Agent, after consultation with the
          Company, for loans in the Index Currency to leading European banks,
          having the Index Maturity specified on the face hereof and in a
          principal amount that is


                                       27
<PAGE>

          representative of a single transaction in that Index Currency in that
          market at that time.

     o    If the banks so selected by the Calculation Agent are not quoting as
          described in the previous bullet point, LIBOR in effect immediately
          before such LIBOR Interest Determination Date will not change and will
          remain the LIBOR in effect on such LIBOR Interest Determination Date.

     If LIBOR Reuters is specified on the face hereof, then LIBOR for each LIBOR
Interest Determination Date will be determined by the Calculation Agent by
reference to the display on the Reuters Monitor Money Rates Service, on the page
specified on the face hereof, or any other page on any designated successor
service, for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency ("LIBOR Reuters"), and the first bullet point
of the previous paragraph will be replaced with the following:

     o    As of the LIBOR Interest Determination Date, LIBOR will be the
          arithmetic mean of the offered rates for deposits in the Index
          Currency having the Index Maturity specified on the face hereof,
          commencing on the second London Banking Day immediately following that
          LIBOR Interest Determination Date, that appear on LIBOR Reuters as of
          11:00 a.m., London time, on that LIBOR Interest Determination Date, if
          at least two offered rates appear on LIBOR Reuters; provided, however,
          that if LIBOR Reuters by its terms provides for only a single rate,
          that single offered rate will be used.

     o    If fewer than two rates appear or no rates appear, as applicable, then
          LIBOR shall be calculated as described in the last three bullet points
          in the previous paragraph.

  Determination of Prime Rate

     If the Base Rate specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "Prime Interest Determination Date") shall
equal the rate on such date as published in H.15(519) under the heading "Bank
Prime Loan."

     The following procedures will be followed if the Prime Rate cannot be
determined as described above:

     o    If the rate is not published before 9:00 a.m., New York City time, on
          the Calculation Date, then the Prime Rate will be the rate on such
          Prime Interest Determination Date as published in the H.15 Daily
          Update, under the heading "Bank Prime Loan."


                                       28
<PAGE>

     o    If the rate is not published before 3:00 p.m., New York City time, on
          the Calculation Date, in either H.15(519) or the H.15 Daily Update,
          then the Calculation Agent will determine the Prime Rate to be the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME1 Page, as defined
          below, as that bank's prime rate or base lending rate as in effect for
          that Prime Interest Determination Date.

     o    If fewer than four rates appear on the Reuters Screen US PRIME1 Page
          on that Prime Interest Determination Date, then the Calculation Agent
          will determine the Prime Rate to be the arithmetic mean of the prime
          rates or base lending rates quoted on the basis of the actual number
          of days in the year divided by 360, as of the close of business on
          that Prime Interest Determination Date by at least three major banks
          in New York City, which may include affiliates of the agents, selected
          by the Calculation Agent.

     o    If the banks selected are not quoting as described in the previous
          bullet point, the Prime Rate in effect immediately before such Prime
          Interest Determination Date will not change and will remain the Prime
          Rate in effect on such Prime Interest Determination Date.

"Reuters Screen US PRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service, or any successor service or any
other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.

  Determination of Treasury Rate

     If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Treasury Interest Determination
Date") shall equal the rate from the auction held on that date of direct
obligations of the United States, which are commonly referred to as "Treasury
bills," having the Index Maturity specified on the face hereof under the caption
"Investment Rate" on the display on Bridge Telerate, Inc., or any successor
service on:

     o    page 56, or any other page as may replace such page on such service
          ("Telerate Page 56");

     o    page 57, or any other page as may replace such page on such service,
          ("Telerate Page 57"); or,

     o    if not so published by 3:00 p.m., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield, as defined below, of the
          rate for the Treasury bills as published in the H.15(519) Daily
          Update, or such other recognized


                                       29
<PAGE>

          electronic source used for the purpose of displaying such rate, under
          the heading "U.S. Government Securities/Treasury Bills/Auction High."

     The following procedures will be followed if the Treasury Rate cannot be
determined as described above:

     o    If the above rate is not published by 3:00 p.m., New York City time,
          on the Calculation Date, the Treasury Rate will be the Bond Equivalent
          Yield of the auction rate of the applicable Treasury bills on that
          Treasury Interest Determination Date as announced by the United States
          Department of the Treasury.

     o    In the event that the auction rate of Treasury bills having the Index
          Maturity specified on the face hereof is not published or announced as
          provided above by 3:00 p.m., New York City time, on such Calculation
          Date, or if no auction is held on that Treasury Interest Determination
          Date, then the Calculation Agent will determine the Treasury Rate to
          be the Bond Equivalent Yield of the rate on that Treasury Interest
          Determination Date of Treasury bills having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "U.S. Government Securities/Treasury Bills/Secondary Market"
          or, if not yet published by 3:00 p.m., New York City time, on the
          related Calculation Date, the rate on such Treasury Interest
          Determination Date of the applicable Treasury bills as published in
          the H.15 Daily Update under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market." If that rate is not yet
          published in H.15(519) or the H.15 Daily Update, then the Treasury
          Rate will be calculated by the Calculation Agent and will be the Bond
          Equivalent Yield of the arithmetic mean of the secondary market bid
          rates, as of approximately 3:30 p.m., New York City time, on that
          Treasury Interest Determination Date, of three primary United States
          government securities dealers, which may include the agents or their
          affiliates, selected by the Calculation Agent, for the issue of
          Treasury bills with a remaining maturity closest to the Index Maturity
          specified on the face hereof.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Treasury Rate in effect
          immediately before that Treasury Interest Determination Date will not
          change and will remain the Treasury Rate in effect on such Treasury
          Interest Determination Date.

"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated as
follows:

                                                D x N
                Bond Equivalent Yield  =   --------------  x  100
                                            360 - (D x M)


                                       30
<PAGE>

where "D" refers to the applicable annual rate for the Treasury notes quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.

  Determination of CMT Rate

     If the Base Rate specified on the face hereof is CMT Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "CMT Interest Determination Date) shall
equal the rate displayed on the Designated CMT Telerate Page, as defined below,
under the caption "Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index, as defined below, for:

          (i) if the Designated CMT Telerate Page is 7051, that CMT Interest
     Determination Date; and

          (ii) if the Designated CMT Telerate Page is 7052, the week or the
     month, as applicable, ended immediately before the week in which the
     related CMT Interest Determination Date occurs.

          The following procedures will be used if the CMT Rate cannot be
     determined as described above:

     o    If that rate is no longer displayed on the relevant page, or if not
          displayed by 3:00 p.m., New York City time, on the related Calculation
          Date, then the CMT Rate will be the treasury constant maturity rate
          for the Designated CMT Maturity Index, as defined below, as published
          in H.15(519).

     o    If that rate is no longer published, or if not published by 3:00 p.m.,
          New York City time, on the related Calculation Date, then the CMT Rate
          will be the treasury constant maturity rate for the Designated CMT
          Maturity Index, or other United States Treasury rate for the
          Designated CMT Maturity Index, for the CMT Interest Determination Date
          with respect to that Interest Reset Date as may then be published by
          either the Board of Governors of the Federal Reserve System or the
          United States Department of the Treasury that the Calculation Agent
          determines to be comparable to the rate formerly displayed on the
          Designated CMT Telerate Page and published in H.15(519).

     o    If the information described above is not provided by 3:00 p.m., New
          York City time, on the related Calculation Date, then the Calculation
          Agent will determine the CMT Rate to be a yield to maturity, based on
          the arithmetic mean of the secondary market closing offer side prices
          as of approximately 3:30 p.m., New York City time, on the CMT Interest
          Determination Date reported, according to


                                       31
<PAGE>

          their written records, by three leading primary United States
          government securities dealers (each a "reference dealer") in New York
          City selected by the Calculation Agent as described in the following
          sentence, which may include the agents or their affiliates. The
          Calculation Agent will select five reference dealers, after
          consultation with the Company, and will eliminate the highest
          quotation, or, in the event of overlap, one of the highest and the
          lowest quotation, or, in the event of overlap, one of the lowest, for
          the most recently issued direct noncallable fixed rate obligations of
          the United States, which are commonly referred to as "Treasury notes,"
          with an original maturity of approximately the Designated CMT Maturity
          Index and a remaining term to maturity of not less than such
          Designated CMT Maturity Index minus one year.

     o    If the Calculation Agent cannot obtain three such Treasury notes
          quotations, the Calculation Agent will determine the CMT Rate to be a
          yield to maturity based on the arithmetic mean of the secondary market
          offer side prices as of approximately 3:30 p.m., New York City time,
          on the CMT Interest Determination Date of three reference dealers in
          New York City, which may include the agents or their affiliates,
          selected using the same method described above, for Treasury notes
          with an original maturity of the number of years closest to but not
          less than the Designated CMT Maturity Index and a remaining term to
          maturity closest to the Designated CMT Maturity Index and in an amount
          of at least $100,000,000. If two Treasury notes with an original
          maturity as described above have remaining terms to maturity equally
          close to the Designated CMT Maturity Index, the Calculation Agent will
          obtain quotations for the Treasury note with the shorter remaining
          term to maturity.

     o    If three or four, but not five, of the reference dealers are quoting
          as described immediately above, then the CMT Rate will be based on the
          arithmetic mean of the offer prices obtained and neither the highest
          nor the lowest of the quotes will be eliminated.

     o    If fewer than three reference dealers selected by the Calculation
          Agent are quoting as described above, the CMT Rate in effect
          immediately before such CMT Interest Determination Date will not
          change and will remain the CMT Rate in effect on such CMT Interest
          Determination Date.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc., or
any successor service, on the page designated on the face hereof, or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, for the most
recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on
the face hereof with


                                       32
<PAGE>

respect to which the CMT Rate will be calculated. If no maturity is specified on
the face hereof, the Designated CMT Maturity Index will be two years.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together as a class.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with those provisions of the Indenture. Certain past defaults under
the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed, except that in the event the Company deposits money or Eligible
Instruments as provided in Section 401 or 403 of the Indenture, such payments
shall be made only from proceeds of such money or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.


                                       33
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security shall not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       34
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to ______________________ are
to be made is _______________________________ (or, at such other place as the
Company shall notify the Holders of the Securities of this series). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in ________________ or
___________________, a new Security or Securities of this series in authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, as provided in the Indenture and subject to the
limitations provided therein and to the limitations described below, without
charge except for any tax or other governmental charge imposed in connection
therewith.

     If this Security is a Global Security (as specified above), this Security
is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), this Security
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor. Except


                                       35
<PAGE>

as provided above, owners of beneficial interests in this Global Security will
not be entitled to receive physical delivery of Securities in definitive form
and will not be considered the Holders hereof for any purpose under the
Indenture.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

No Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       36
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_____________________________, at ______________________________________ (please
print or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the Holder elects to have repaid: $__________.


                                       37
<PAGE>

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be issued to the
Holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       38
<PAGE>

                                  ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --  as tenants in common

TEN ENT  --  as tenants by the entireties

JT TEN   --  as joint tenants with right
             of survivorship and not
             as tenants in common

UNIF GIFT MIN ACT  --  ________________ Custodian _________________________
                           (Cust)                         (Minor)

Under Uniform Gifts to Minors Act

_____________________________
          (State)

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


                                       39
<PAGE>

the within Security of WELLS FARGO & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.

Dated:  _________________________

                                                        ------------------------
                                   Signature Guaranteed:
                                                         -----------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.


                                       40
<PAGE>

                                                                 Exhibit 4(x)(C)

                                 [Face of Note]


CUSIP NO.                                         PRINCIPAL AMOUNT: $

REGISTERED NO.

                              WELLS FARGO & COMPANY

                                     FORM OF

               SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check this box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]


ORIGINAL ISSUE DATE:       ISSUE PRICE:   %         INTEREST RATE PER ANNUM:

STATED MATURITY DATE:      INTEREST PAYMENT         REGULAR RECORD DATES:
                           DATES:

OPTIONAL REDEMPTION:       INITIAL REDEMPTION       ANNUAL REDEMPTION
                           PERCENTAGE:              PERCENTAGE REDUCTION:

INITIAL REDEMPTION         SINKING FUND:            OPTION TO ELECT REPAYMENT:
DATE:


                                       41
<PAGE>

OPTIONAL REPAYMENT         MINIMUM DENOMINATIONS:   DEPOSITARY (Only applicable
DATE(S):                       [_]   $1,000         if this Security is a Global
                               [_]   Other          Security):

SPECIFIED CURRENCY:

OTHER/ADDITIONAL TERMS:                             ADDENDUM ATTACHED:


     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of _______________________ Dollars ($______________)
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to such date) and to pay interest, if any, on the principal amount hereof
at the Interest Rate shown above (computed on the basis of a 360-day year of
twelve 30-day months), semi-annually on each Interest Payment Date set forth
above from and after the date of this Security and at Maturity until payment of
the principal amount hereof has been made or duly provided for. Unless this
Security is a Security which has been issued upon transfer of, in exchange for,
or in replacement of, a Predecessor Security, interest on this Security shall
accrue from the Original Issue Date indicated above. If this Security has been
issued upon transfer of, in exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any interest not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a


                                       42
<PAGE>

Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in ________________ or __________________. The
Company has initially appointed_______________________ as the Paying Agent at
its offices at ________________and at _________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity will be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
_____________ or ____________________.

     The Company will pay any administrative costs imposed by banks on payors in
making payments on this Security in immediately available funds and the Holder
of this Security will pay any administrative costs imposed by banks on payees in
connection with such payments. Any tax, assessment or governmental charge
imposed upon payments on this Security will be borne by the Holder of this
Security.

     Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day other
than a Saturday, Sunday or a legal holiday or a day on which banking


                                       43
<PAGE>

institutions are authorized or required by law or regulation to close in
______________ or _______________.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       44
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


DATED:
       ---------------------
                                       WELLS FARGO & COMPANY


                                       By:
                                           -------------------------------------
                                          Its:
                                               ---------------------------------
[SEAL]
                                       Attest:
                                               ---------------------------------
                                          Its:
                                               ---------------------------------

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.


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

By:
    --------------------------
    Authorized Signature


                                       45
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY


               SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


General

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an indenture dated as of ________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and ___________________, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto, reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series of the Securities, which series is limited to an
aggregate principal amount of $______________ or the equivalent thereof in one
or more foreign or composite currencies, designated as Subordinated Medium-Term
Notes, Series __, of the Company. The Securities of this series may mature at
different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the Holder at
different times or not at all, be issued at an original issue discount and be
denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

     The indebtedness evidenced by this Security is, to the extent and in the
manner set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of and premium, if any, and
interest on all Senior Debt of the Company, and the Holder of this Security, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.


                                       46
<PAGE>

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together as a class.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with those provisions of the Indenture. Certain past defaults under
the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     Subject to the rights of holders of Senior Debt of the Company set forth in
this Security and the Indenture referred to above, no reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed, except that in the event the
Company deposits money or Eligible Instruments as provided in Section 401 or 403
of the Indenture, such payments will be made only from proceeds of such money or
Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.


                                       47
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security will not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       48
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to ____________________ are to
be made is _______________________ (or, at such other place as the Company shall
notify the Holders of the Securities of this series). All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Security
for repayment will be determined by the Company, whose determination will be
final and binding. Upon any partial repayment, this Security shall be cancelled
and a new Security or Securities for the remaining principal amount hereof shall
be issued in the name of the Holder of this Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in _____________ or _____________, a
new Security or Securities of this series in authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
herefor, as provided in the Indenture and subject to the limitations provided
therein and to the limitations described below, without charge except for any
tax or other governmental charge imposed in connection therewith.

     If this Security is a Global Security (as specified above), this Security
is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), this Security
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor. Except as provided
above, owners of beneficial interests in this Global Security will not be
entitled to


                                       49
<PAGE>

receive physical delivery of Securities in definitive form and will not be
considered the Holders hereof for any purpose under the Indenture.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

No Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       50
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_________________________________________________________________________, at
_________________________________________________________________ (please print
or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $__________.

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the


                                       51
<PAGE>

Security or Securities to be issued to the holder for the portion of the within
Securities not being repaid (in the absence of any specification, one such
Security will be issued for the portion not being repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       52
<PAGE>

                                  ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --  as tenants in common

TEN ENT  --  as tenants by the entireties

JT TEN   --  as joint tenants with right
             of survivorship and not
             as tenants in common

UNIF GIFT MIN ACT  --  ________________ Custodian _________________________
                           (Cust)                         (Minor)

Under Uniform Gifts to Minors Act

_____________________________
          (State)

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


                                       53
<PAGE>

the within Security of WELLS FARGO & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.

Dated:  _________________________

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

                                   Signature Guaranteed:
                                                         -----------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.


                                       54
<PAGE>

                                                                 Exhibit 4(x)(D)

                                 [Face of Note]


CUSIP NO.                                          PRINCIPAL AMOUNT: $

REGISTERED NO.


                              WELLS FARGO & COMPANY

                                     FORM OF

             SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]

ORIGINAL ISSUE           ISSUE PRICE:    %            STATED MATURITY DATE:
DATE:


BASE RATE:               INITIAL INTEREST RATE:       INTEREST PAYMENT DATES:



REGULAR RECORD           INTEREST DETERMINATION       CALCULATION DATES:
DATES:                   DATES:


MAXIMUM RATE:            MINIMUM RATE:                INTEREST RESET PERIOD:



                                       55
<PAGE>

INTEREST RESET                 INITIAL INTEREST          SPREAD MULTIPLIER:
DATES:                         RESET DATE:

SPREAD:   +                    INDEX MATURITY:           DESIGNATED CMT MATURITY
          -                                              INDEX AND DESIGNATED
                                                         TELERATE PAGE
                                                         (Only applicable if the
                                                          Base Rate is CMT):

DESIGNATED LIBOR PAGE          INDEX CURRENCY             CALCULATION AGENT:
(Only applicable if the        (Only applicable if the
Base Rate is LIBOR):           Base Rate is LIBOR):
   [_] LIBOR Telerate (p._)
   [_] LIBOR Reuters (p. _)


OPTIONAL REDEMPTION            INITIAL REDEMPTION DATE    INITIAL REDEMPTION
(at option of Company):        (at option of Company):    PERCENTAGE:


ANNUAL REDEMPTION              SINKING FUND:              OPTION TO ELECT
PERCENTAGE REDUCTION:                                     REPAYMENT:


OPTIONAL REPAYMENT             MINIMUM DENOMINATIONS:     DEPOSITARY
DATE(S):                            [_] $1,000            (Only applicable if
                                    [_] Other             this Security is a
                                                          Global Security):

SPECIFIED CURRENCY:


OTHER/ADDITIONAL TERMS:                                   ADDENDUM ATTACHED:


     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of
__________________________________Dollars ($_____________) on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to such
date) and to pay interest, if any, on the Interest Payment Dates specified
above, commencing with the first Interest Payment Date specified above following
the Original Issue Date specified above, and at Maturity, on the principal
amount hereof, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above following the
Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading


                                       56
<PAGE>

"Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of EURIBOR", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", "Determination of
Treasury Rate" or "Determination of CMT Rate", depending upon whether the Base
Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, LIBOR,
Prime Rate, Treasury Rate or CMT Rate, as specified above.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any Interest Payment Date specified above that would fall on a day that is
not a Business Day, other than an Interest Payment Date that is also the date of
Maturity, shall be the following day that is a Business Day, except that, if the
Base Rate specified above is LIBOR or EURIBOR and such following Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the date of Maturity would fall on a
day that is not a Business Day, the payment of principal and any premium and
interest shall be made on the following Business Day, with the same force and
effect as if made on the due date, and no additional interest shall accrue on
the amount so payable for the period from and after such date of Maturity. For
purposes of this Security, "Business Day" means (a) any day other than a
Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in
____________________ or __________________, and (b) if the Base Rate specified
above is LIBOR or EURIBOR, any day that meets the above criteria and which is
also a London Banking Day. For purposes of this Security, "London Banking Day"
means any day on which dealings in deposits in the Index Currency specified
above are transacted in the London interbank market.

     Interest payments on this Security shall be the amount of interest accrued
from and including the Original Issue Date specified above or from and including
the last date to which interest has been paid, or provided for, as the case may
be, to but excluding, the following Interest Payment Date or the date of
Maturity. If this Security has been issued upon transfer of, in exchange for, or
in replacement of, a Predecessor Security, interest on this Security shall
accrue from the last Interest Payment Date to which interest was paid on such
Predecessor Security or, if no interest was paid on such Predecessor Security,
from the Original Issue Date specified above.

     Subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, the interest so payable on any Interest Payment Date shall be
paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date


                                       57
<PAGE>

(whether or not a Business Day) next preceding such Interest Payment Date, and
interest payable upon the Maturity (whether or not such date of Maturity is an
Interest Payment Date) shall be paid to the Person to whom principal is payable;
provided, however, that the first payment of interest on a Security originally
issued and dated between a Regular Record Date specified above and an Interest
Payment Date shall be due and payable on the Interest Payment Date following the
next succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Unless otherwise specified on the face hereof,
"Regular Record Date" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date.

     Any interest not punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company shall at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in _______________________ or
_____________________. The Company has initially appointed
________________________ as the Paying Agent at its offices at
_______________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security shall be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) shall be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity shall be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
____________________ or _____________________.


                                       58
<PAGE>

     The Company shall pay any administrative costs imposed by banks on payors
in making payments on this Security in immediately available funds and the
Holder of this Security will pay any administrative costs imposed by banks on
payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security shall be borne by the Holder of
this Security.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       59
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


DATED:
       ---------------------
                                       WELLS FARGO & COMPANY


                                       By:
                                           -------------------------------------
                                          Its:
                                               ---------------------------------
[SEAL]
                                       Attest:
                                               ---------------------------------
                                          Its:
                                               ---------------------------------

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.


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

By:
    --------------------------
    Authorized Signature


                                       60
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY

              SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES B

                   Due Nine Months or More From Date of Issue

General

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an indenture dated as of ____________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and _____________________________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto, reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series of the
Securities, which series is limited to an aggregate principal amount of
___________________ or the equivalent thereof in one or more foreign or
composite currencies, designated as Subordinated Medium-Term Notes, Series ___,
of the Company. The Securities of this series may mature at different times,
bear interest, if any, at different rates, be redeemable at different times or
not at all, be repayable at the option of the Holder at different times or not
at all, be issued at an original issue discount and be denominated in different
currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

     The indebtedness evidenced by this Security is, to the extent and in the
manner set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of and premium, if any, and
interest on all Senior Debt of the Company, and the Holder of this Security, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.

Interest Rate Reset

     The interest rate in effect from the Original Issue Date to the Initial
Interest Reset Date specified on the face hereof shall be the Initial Interest
Rate specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof following the


                                       61
<PAGE>

Original Issue Date specified on the face hereof, the rate at which interest on
this Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as specified on the face hereof under "Interest Reset
Period". Each such adjusted rate shall be applicable from and including the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until Maturity, as the case may be. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Security shall be the rate determined with respect
to the Interest Determination Date next preceding such Interest Reset Date in
accordance with the provisions of the applicable heading below and adjusted by
the addition or subtraction of the Spread, if any, specified on the face hereof,
and/or by the multiplication by the Spread Multiplier, if any, specified on the
face hereof.

     If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the following Business Day, except that
if the Base Rate specified above is LIBOR or EURIBOR and if such following
Business Day is in the next calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.

     Accrued interest shall be calculated by multiplying the principal amount by
an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such day will be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, if the Base Rate is the
CD Rate, the Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR or
the Prime Rate or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or the CMT Rate.

     Unless otherwise specified on the face hereof, all percentages resulting
from any calculation referred to herein shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from any
such calculation on this Security shall be rounded to the nearest cent (with
one-half cent being rounded upwards).

     Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date.

     The interest rate on this Security shall in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.


                                       62
<PAGE>

     At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that shall become effective on the next Interest Reset Date
with respect to this Security. The Calculation Agent's determination of any
interest rate shall be final and binding in the absence of manifest error.

     A "Calculation Date", where applicable, for any Interest Determination Date
will be the earlier of:

     o    the tenth calendar day after that Interest Determination Date, or, if
          that day is not a Business Day, the following Business Day; or

     o    the Business Day before the applicable Interest Payment Date or
          Maturity.

Determination of CD Rate

     If the Base Rate specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "CD Interest Determination Date") shall equal the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, ("H.15(519)") under the heading "CDs (Secondary Market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above:

     o    If the above rate is not published in H.15(519) by 9:00 a.m., New York
          City time, on the Calculation Date, the CD Rate will be the rate on
          the applicable CD Interest Determination Date set forth in the daily
          update of H.15(519), available through the world wide website of the
          Board of Governors of the Federal Reserve System at
          http://www.bog.frb.fed.us/releases/h15/update, or any successor site
          or publication (the "H.15 Daily Update"), for the day in respect of
          certificates of deposit having the Index Maturity specified on the
          face hereof under the caption "CDs (secondary market)."

     o    If that rate is not yet published in either H.15(519) or the H.15
          Daily Update by 3:00 p.m., New York City time, on the Calculation
          Date, then the Calculation Agent will determine the CD Rate to be the
          arithmetic mean of the secondary market offered rates as of 10:00
          a.m., New York City time, on that CD Interest Determination Date of
          three leading nonbank dealers in negotiable U.S. dollar certificates
          of deposit in New York City, which may include the agents or their
          affiliates, selected by the Calculation Agent, after consultation with
          the Company, for negotiable certificates of deposit of major United
          States money center banks of


                                       63
<PAGE>

          the highest credit standing in the market for negotiable certificates
          of deposit with a remaining maturity closest to the Index Maturity
          specified on the face hereof in an amount that is representative for a
          single transaction in the market at that time.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the CD Rate in effect
          immediately before that CD Interest Determination Date will not change
          and will remain the CD Rate in effect on that CD Interest
          Determination Date.

Determination of Commercial Paper Rate

     If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Commercial Paper Interest
Determination Date") shall equal the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper--Nonfinancial."

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, then the Commercial Paper Rate will be the
          Money Market Yield of the rate on the applicable Commercial Paper
          Interest Determination Date for commercial paper having the Index
          Maturity specified on the face hereof as published in the H.15 Daily
          Update under the heading "Commercial Paper--Nonfinancial."

     o    If by 3:00 p.m., New York City time, on that Calculation Date that
          rate is not yet published in either H.15(519) or the H.15 Daily
          Update, then the Calculation Agent will determine the Commercial Paper
          Rate to be the Money Market Yield of the arithmetic mean of the
          offered rates as of 11:00 a.m., New York City time, on that Commercial
          Paper Interest Determination Date of three leading dealers of
          commercial paper in New York City, which may include the agents or
          their affiliates, selected by the Calculation Agent, after
          consultation with the Company, for commercial paper having the Index
          Maturity specified on the face hereof placed for an industrial issuer
          whose bond rating is "AA," or the equivalent, from a nationally
          recognized statistical rating agency.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Commercial Paper Rate in
          effect immediately before the Commercial Paper Interest Determination
          Date will not change and will remain


                                       64
<PAGE>

          the Commercial Paper Rate in effect on that Commercial Paper Interest
          Determination Date.

     "Money Market Yield" will be a yield calculated in accordance with the
following formula:

                                          D x 360
               Money Market Yield =   ---------------  x 100
                                       360 - (D x M)

where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

  Determination of EURIBOR

     If the Base Rate specified on the face hereof is EURIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "EURIBOR Interest Determination Date") shall equal
the rate for deposits in euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI - The Financial Market Association, or
any company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

     The following procedures will be followed if the EURIBOR Rate cannot be
determined as described above:

     o    If the above rate does not appear, the Calculation Agent will request
          the principal Euro-zone, as defined below, office of each of four
          major banks in the Euro-zone interbank market, as selected by the
          Calculation Agent, after consultation with the Company, to provide the
          Calculation Agent with its offered rate for deposits in euros, at
          approximately 11:00 a.m. (Brussels time) on the EURIBOR Interest
          Determination Date, to prime banks in the Euro-zone interbank market
          for the Index Maturity specified on the face hereof commencing on the
          applicable EURIBOR Interest Reset Date, and in a principal amount not
          less than the equivalent of U.S. $1 million in euro that is
          representative of a single transaction in euro, in that market at that
          time. If at least two quotations are provided, EURIBOR will be
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, EURIBOR will be the
          arithmetic mean of the rates quoted by four major banks in the
          Euro-zone, as selected by the Calculation Agent, after consultation
          with the Company, at approximately 11:00 a.m. (Brussels time), on the
          applicable EURIBOR Interest Reset Date for


                                       65
<PAGE>

          loans in euro to leading European banks for a period of time
          equivalent to the Index Maturity specified on the face hereof
          commencing on that EURIBOR Interest Reset Date in a principal amount
          not less than the equivalent of U.S. $1 million in euro.

     o    If the banks selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the EURIBOR in effect
          immediately before such EURIBOR Interest Determination Date will not
          change and will remain the EURIBOR in effect on that EURIBOR Interest
          Determination Date.

"Euro-zone" means the region comprised of member states of the European Union
that adopt the single currency in accordance with the treaty establishing the
European Community, as amended by the treaty on European Union.

  Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Federal Funds Interest Determination
Date") shall equal the rate on that day for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120").

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, the Federal Funds Rate will be the rate on
          the applicable Federal Funds Interest Determination Date as published
          in the H.15 Daily Update under the heading "Federal
          Funds/(Effective)."

     o    If that rate is not yet published in either H.15(519) or H.15 Daily
          Update by 3:00 p.m., New York City time, on the Calculation Date, the
          Calculation Agent will determine the Federal Funds Rate to be the
          arithmetic mean of the rates for the last transaction in overnight
          U.S. dollar Federal Funds arranged by each of three leading brokers of
          U.S. dollar Federal Funds transactions in New York City, which may
          include the agents or their affiliates, selected by the Calculation
          Agent, after consultation with the Company, before 9:00 a.m., New York
          City time, on that Federal Funds Interest Determination Date.

     o    If the brokers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Federal Funds Rate in
          effect immediately before that Federal Funds Interest Determination
          Date will not change and will remain the Federal Funds Rate in effect
          on that Federal Funds Interest Determination Date.


                                       66
<PAGE>

  Determination of LIBOR

     If the Base Rate specified on the face hereof is LIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "LIBOR Interest Determination Date") shall be
determined by the Calculation Agent by reference to the display on Bridge
Telerate Inc., or any successor service, on Page 3750, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency ("LIBOR
Telerate"). The "Index Currency" means the currency specified on the face hereof
as the currency for which LIBOR will be calculated, or, if the euro is
substituted for that currency, the Index Currency will be the euro. If no
currency is specified on the face hereof the Index Currency will be U.S.
dollars.

     o    As of the LIBOR Interest Determination Date, LIBOR will be the rate
          for deposits in the Index Currency having the Index Maturity specified
          on the face hereof, commencing on the second London Banking Day
          immediately following that LIBOR Interest Determination Date or, if
          pounds sterling is the Index Currency, commencing on that LIBOR
          Interest Determination Date that appears on LIBOR Telerate as of 11:00
          a.m., London time, on that LIBOR Interest Determination Date.

     o    If no rate appears, then the Calculation Agent will request the
          principal London offices of each of four major reference banks in the
          London interbank market, as selected by the Calculation Agent, after
          consultation with the Company, to provide the Calculation Agent with
          its offered quotation for deposits in the Index Currency for the
          period of the Index Maturity specified on the face hereof commencing
          on the second London Banking Day immediately following the LIBOR
          Interest Determination Date, to prime banks in the London interbank
          market at approximately 11:00 a.m., London time, on that LIBOR
          Interest Determination Date and in a principal amount that is
          representative of a single transaction in that Index Currency in that
          market at that time. If at least two quotations are provided, LIBOR
          determined on that LIBOR Interest Determination Date will be the
          arithmetic mean of those quotations.


     o    If fewer than two quotations are provided, LIBOR will be determined
          for the applicable Interest Reset Date as the arithmetic mean of the
          rates quoted at approximately 11:00 a.m., London time, or some other
          time specified on the face hereof, in the applicable principal
          financial center for the country of the Index Currency on that
          Interest Reset Date, by three major banks in that principal financial
          center selected by the Calculation Agent, after consultation with the
          Company, for loans in the Index Currency to leading European banks,
          having the Index Maturity specified on the face hereof and in a
          principal amount that is


                                       67
<PAGE>

          representative of a single transaction in that Index Currency in that
          market at that time.

     o    If the banks so selected by the Calculation Agent are not quoting as
          described in the previous bullet point, LIBOR in effect immediately
          before such LIBOR Interest Determination Date will not change and will
          remain the LIBOR in effect on such LIBOR Interest Determination Date.

     If LIBOR Reuters is specified on the face hereof, then LIBOR for each LIBOR
Interest Determination Date will be determined by the Calculation Agent by
reference to the display on the Reuters Monitor Money Rates Service, on the page
specified on the face hereof, or any other page on any designated successor
service, for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency ("LIBOR Reuters"), and the first bullet point
of the previous paragraph will be replaced with the following:

     o    As of the LIBOR Interest Determination Date, LIBOR will be the
          arithmetic mean of the offered rates for deposits in the Index
          Currency having the Index Maturity specified on the face hereof,
          commencing on the second London Banking Day immediately following that
          LIBOR Interest Determination Date, that appear on LIBOR Reuters as of
          11:00 a.m., London time, on that LIBOR Interest Determination Date, if
          at least two offered rates appear on LIBOR Reuters; provided, however,
          that if LIBOR Reuters by its terms provides for only a single rate,
          that single offered rate will be used.

     o    If fewer than two rates appear or no rates appear, as applicable, then
          LIBOR shall be calculated as described in the last three bullet points
          in the previous paragraph.

  Determination of Prime Rate

     If the Base Rate specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "Prime Interest Determination Date") shall
equal the rate on such date as published in H.15(519) under the heading "Bank
Prime Loan."

     The following procedures will be followed if the Prime Rate cannot be
determined as described above:

     o    If the rate is not published before 9:00 a.m., New York City time, on
          the Calculation Date, then the Prime Rate will be the rate on such
          Prime Interest Determination Date as published in the H.15 Daily
          Update, under the heading "Bank Prime Loan."


                                       68
<PAGE>

     o    If the rate is not published before 3:00 p.m., New York City time, on
          the Calculation Date, in either H.15(519) or the H.15 Daily Update,
          then the Calculation Agent will determine the Prime Rate to be the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME1 Page, as defined
          below, as that bank's prime rate or base lending rate as in effect for
          that Prime Interest Determination Date.

     o    If fewer than four rates appear on the Reuters Screen US PRIME1 Page
          on that Prime Interest Determination Date, then the Calculation Agent
          will determine the Prime Rate to be the arithmetic mean of the prime
          rates or base lending rates quoted on the basis of the actual number
          of days in the year divided by 360, as of the close of business on
          that Prime Interest Determination Date by at least three major banks
          in New York City, which may include affiliates of the agents, selected
          by the Calculation Agent.

     o    If the banks selected are not quoting as described in the previous
          bullet point, the Prime Rate in effect immediately before such Prime
          Interest Determination Date will not change and will remain the Prime
          Rate in effect on such Prime Interest Determination Date.

"Reuters Screen US PRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service, or any successor service or any
other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.

  Determination of Treasury Rate

     If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Treasury Interest Determination
Date") shall equal the rate from the auction held on that date of direct
obligations of the United States, which are commonly referred to as "Treasury
bills," having the Index Maturity specified on the face hereof under the caption
"Investment Rate" on the display on Bridge Telerate, Inc., or any successor
service on:

     o    page 56, or any other page as may replace such page on such service
          ("Telerate Page 56");

     o    page 57, or any other page as may replace such page on such service,
          ("Telerate Page 57"); or,

     o    if not so published by 3:00 p.m., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield, as defined below, of the
          rate for the Treasury bills as published in the H.15(519) Daily
          Update, or such other recognized


                                       69
<PAGE>

          electronic source used for the purpose of displaying such rate, under
          the heading "U.S. Government Securities/Treasury Bills/Auction High."

     The following procedures will be followed if the Treasury Rate cannot be
determined as described above:

     o    If the above rate is not published by 3:00 p.m., New York City time,
          on the Calculation Date, the Treasury Rate will be the Bond Equivalent
          Yield of the auction rate of the applicable Treasury bills on that
          Treasury Interest Determination Date as announced by the United States
          Department of the Treasury.

     o    In the event that the auction rate of Treasury bills having the Index
          Maturity specified on the face hereof is not published or announced as
          provided above by 3:00 p.m., New York City time, on such Calculation
          Date, or if no auction is held on that Treasury Interest Determination
          Date, then the Calculation Agent will determine the Treasury Rate to
          be the Bond Equivalent Yield of the rate on that Treasury Interest
          Determination Date of Treasury bills having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "U.S. Government Securities/Treasury Bills/Secondary Market"
          or, if not yet published by 3:00 p.m., New York City time, on the
          related Calculation Date, the rate on such Treasury Interest
          Determination Date of the applicable Treasury bills as published in
          the H.15 Daily Update under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market." If that rate is not yet
          published in H.15(519) or the H.15 Daily Update, then the Treasury
          Rate will be calculated by the Calculation Agent and will be the Bond
          Equivalent Yield of the arithmetic mean of the secondary market bid
          rates, as of approximately 3:30 p.m., New York City time, on that
          Treasury Interest Determination Date, of three primary United States
          government securities dealers, which may include the agents or their
          affiliates, selected by the Calculation Agent, for the issue of
          Treasury bills with a remaining maturity closest to the Index Maturity
          specified on the face hereof.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Treasury Rate in effect
          immediately before that Treasury Interest Determination Date will not
          change and will remain the Treasury Rate in effect on such Treasury
          Interest Determination Date.

"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated as
follows:


                                             D x N
             Bond Equivalent Yield  =  --------------  x 100
                                        360 - (D x M)


                                       70
<PAGE>

where "D" refers to the applicable annual rate for the Treasury notes quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.

  Determination of CMT Rate

     If the Base Rate specified on the face hereof is CMT Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "CMT Interest Determination Date) shall
equal the rate displayed on the Designated CMT Telerate Page, as defined below,
under the caption "Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index, as defined below, for:

          (i) if the Designated CMT Telerate Page is 7051, that CMT Interest
     Determination Date; and

          (ii) if the Designated CMT Telerate Page is 7052, the week or the
     month, as applicable, ended immediately before the week in which the
     related CMT Interest Determination Date occurs.

     The following procedures will be used if the CMT Rate cannot be determined
as described above:

     o    If that rate is no longer displayed on the relevant page, or if not
          displayed by 3:00 p.m., New York City time, on the related Calculation
          Date, then the CMT Rate will be the treasury constant maturity rate
          for the Designated CMT Maturity Index, as defined below, as published
          in H.15(519).

     o    If that rate is no longer published, or if not published by 3:00 p.m.,
          New York City time, on the related Calculation Date, then the CMT Rate
          will be the treasury constant maturity rate for the Designated CMT
          Maturity Index, or other United States Treasury rate for the
          Designated CMT Maturity Index, for the CMT Interest Determination Date
          with respect to that Interest Reset Date as may then be published by
          either the Board of Governors of the Federal Reserve System or the
          United States Department of the Treasury that the Calculation Agent
          determines to be comparable to the rate formerly displayed on the
          Designated CMT Telerate Page and published in H.15(519).

     o    If the information described above is not provided by 3:00 p.m., New
          York City time, on the related Calculation Date, then the Calculation
          Agent will determine the CMT Rate to be a yield to maturity, based on
          the arithmetic mean of the secondary market closing offer side prices
          as of approximately 3:30 p.m., New York City time, on the CMT Interest
          Determination Date reported, according to


                                       71
<PAGE>

          their written records, by three leading primary United States
          government securities dealers (each a "reference dealer") in New York
          City selected by the Calculation Agent as described in the following
          sentence, which may include the agents or their affiliates. The
          Calculation Agent will select five reference dealers, after
          consultation with the Company, and will eliminate the highest
          quotation, or, in the event of overlap, one of the highest and the
          lowest quotation, or, in the event of overlap, one of the lowest, for
          the most recently issued direct noncallable fixed rate obligations of
          the United States, which are commonly referred to as "Treasury notes,"
          with an original maturity of approximately the Designated CMT Maturity
          Index and a remaining term to maturity of not less than such
          Designated CMT Maturity Index minus one year.

     o    If the Calculation Agent cannot obtain three such Treasury notes
          quotations, the Calculation Agent will determine the CMT Rate to be a
          yield to maturity based on the arithmetic mean of the secondary market
          offer side prices as of approximately 3:30 p.m., New York City time,
          on the CMT Interest Determination Date of three reference dealers in
          New York City, which may include the agents or their affiliates,
          selected using the same method described above, for Treasury notes
          with an original maturity of the number of years closest to but not
          less than the Designated CMT Maturity Index and a remaining term to
          maturity closest to the Designated CMT Maturity Index and in an amount
          of at least $100,000,000. If two Treasury notes with an original
          maturity as described above have remaining terms to maturity equally
          close to the Designated CMT Maturity Index, the Calculation Agent will
          obtain quotations for the Treasury note with the shorter remaining
          term to maturity.

     o    If three or four, but not five, of the reference dealers are quoting
          as described immediately above, then the CMT Rate will be based on the
          arithmetic mean of the offer prices obtained and neither the highest
          nor the lowest of the quotes will be eliminated.

     o    If fewer than three reference dealers selected by the Calculation
          Agent are quoting as described above, the CMT Rate in effect
          immediately before such CMT Interest Determination Date will not
          change and will remain the CMT Rate in effect on such CMT Interest
          Determination Date.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc., or
any successor service, on the page designated on the face hereof, or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, for the most
recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on
the face hereof with


                                       72
<PAGE>

respect to which the CMT Rate will be calculated. If no maturity is specified on
the face hereof, the Designated CMT Maturity Index will be two years.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together as a class.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with those provisions of the Indenture. Certain past defaults under
the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     Subject to the rights of holders of Senior Debt of the Company set forth in
this Security and the Indenture referred to above, no reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed, except that in the event the
Company deposits money or Eligible Instruments as provided in Section 401 or 403
of the Indenture, such payments shall be made only from proceeds of such money
or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.


                                       73
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security shall not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       74
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to _____________________ are
to be made is ________________________________ (or, at such other place as the
Company shall notify the Holders of the Securities of this series). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in ___________________ or
_____________________, a new Security or Securities of this series in authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, as provided in the Indenture and subject to the
limitations provided therein and to the limitations described below, without
charge except for any tax or other governmental charge imposed in connection
therewith.

     If this Security is a Global Security (as specified above), this Security
is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), this Security
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary


                                       75
<PAGE>

or any such nominee to a successor of the Depositary or a nominee of such
successor. Except as provided above, owners of beneficial interests in this
Global Security will not be entitled to receive physical delivery of Securities
in definitive form and will not be considered the Holders hereof for any purpose
under the Indenture.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

No Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       76
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_____________________________, at ______________________________________ (please
print or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the Holder elects to have repaid: $__________.


                                       77
<PAGE>

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be issued to the
Holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       78
<PAGE>

                                  ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --  as tenants in common

TEN ENT  --  as tenants by the entireties

JT TEN   --  as joint tenants with right
             of survivorship and not
             as tenants in common

UNIF GIFT MIN ACT  --  ________________ Custodian _________________________
                           (Cust)                         (Minor)

Under Uniform Gifts to Minors Act

_____________________________
          (State)

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


                                       79
<PAGE>

the within Security of WELLS FARGO & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.

Dated:  _________________________

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

                                   Signature Guaranteed:
                                                         -----------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.


                                       80

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.AA
<SEQUENCE>7
<FILENAME>dex4aa.txt
<DESCRIPTION>FORM OF JUNIOR SUBORDINATED NOTE
<TEXT>
<PAGE>

                                                                   EXHIBIT 4(aa)

                                 [Face of Note]


     The following legend applies if this Security is a Global Security: Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

     This Security is not a deposit or other obligation of a depository
institution and is not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other governmental agency.


CUSIP NO. ___________                           PRINCIPAL AMOUNT:  $___________
Clearstream Common Code ___________
ISIN ___________
REGISTERED NO. 1

                              WELLS FARGO & COMPANY

               _____% Junior Subordinated Notes due ______________


     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ___________, or registered
assigns, the principal sum of ____________________ ($________) on ___________
and to pay interest thereon from ___________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for semi-annually
(subject to deferral as set forth herein) on ___________ and ___________ of each
year commencing ___________ at the rate of ______% per annum, together with
Additional Sums, if any, as provided in Section 1007 of the Indenture, until the
principal hereof is paid or made available for payment; provided, however, that
any overdue installment of interest shall bear Additional Interest at the rate
of _____% per annum (to the extent that the payment of such interest shall be
legally enforceable), compounded semi-annually, from the date such installment
was due until it is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be ___________ or
___________ (whether or not a Business Day, as defined below), as the case may
be, next preceding such Interest Payment Date. If an Interest Payment Date is
not a Business Day, interest on this Security shall be payable on the next day
that is a Business Day, with the same force and effect as if made on such
Interest Payment
<PAGE>

Date, and without any interest or other payment with respect to the delay.
"Business Day" as used hereinabove is a day other than a Saturday, a Sunday or
any other day on which banking institutions in Minneapolis, Minnesota,
Wilmington, Delaware or New York, New York are authorized or required by law or
executive order to remain closed.

     Any interest not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time during the term of this Security, from time to
time to defer the payment of interest on this Security for up to ______
consecutive semi-annual interest payment periods with respect to each deferral
period (each an "Extension Period"), during which Extension Period the Company
shall have the right to make a partial payment of interest on any Interest
Payment Date, at the end of which the Company shall pay all interest then
accrued and unpaid including any Additional Interest, as provided below;
provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security and no such Extension Period may end
on a date other than an Interest Payment Date. Prior to the termination of any
such Extension Period, the Company may further defer the payment of interest,
provided that no Extension Period shall exceed ______ consecutive semi-annual
interest payment periods, extend beyond the Stated Maturity of the principal of
this Security or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above conditions. No interest or Additional Interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate of ____% per annum,
compounded semi-annually, from the dates on which amounts would otherwise have
been due and payable until paid or made available for payment. The Company shall
give the Holder of this Security and the Trustee notice of its election to begin
any Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on this Security would be payable but
for such deferral or, so long as such Securities are held by Wells Fargo Capital
___, at least one Business Day prior to the earlier of (i) the next succeeding
date on which Distributions on the Capital Trust Securities of such Issuer Trust
would be payable but for such deferral, and (ii) the date on which the Property
Trustee of such Issuer Trust is required to give notice to holders of such
Capital Trust Securities of the record date or the date such Distributions are
payable.

     Payment of interest, including Additional Interest, on this Security will
be made in immediately available funds at the office or agency of the Company
maintained for that purpose in the City of Minneapolis, Minnesota, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that,

                                       2
<PAGE>

at the option of the Company, payment of interest may be paid by check mailed to
the Person entitled thereto at such Person's last address as it appears in the
Security Register or by wire transfer to such account as may have been
designated by such Person. Payment of principal of and interest, including
Additional Interest, on this Security at Maturity will be made against
presentation of this Security at the office or agency of the Company maintained
for that purpose in the City of Minneapolis, Minnesota.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature or its duly
authorized agent under the Indenture referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                                       3
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


DATED:  ________________

                                   WELLS FARGO & COMPANY


                                   By:
                                      ----------------------------------------
                                        Name:
                                               -------------------------------
                                        Title:
                                               -------------------------------
[SEAL]
                                   Attest:
                                          ------------------------------------
                                          Secretary or Assistant Secretary


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.

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

By:
   -----------------------------
     Authorized Signature


OR

Wells Fargo Bank Minnesota, N.A., as
Authenticating Agent for the Trustee



By:
   -----------------------------
     Authorized Signature

                                       4
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY

               _____% Junior Subordinated Notes due ______________

     This Security is one of a duly authorized issue of junior subordinated
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an indenture dated as of ______________, as
amended or supplemented from time to time (herein called the "Indenture"),
between the Company and _____________________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $______________;
provided, however, that the Company may, so long as no Event of Default has
occurred and is continuing, without the consent of the Holders of the Securities
of this series, issue additional Securities with the same terms as the
Securities of this series, and such additional Securities shall be considered
part of the same series under the Indenture as the Securities of this series.

     The Company may at any time, at its option, on or after _________, ____,
and subject to the terms and conditions of Article Eleven of the Indenture,
redeem the Securities of this series in whole at any time or in part from time
to time, at a Redemption Price equal to 100% of the principal amount thereof,
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, to but excluding the Redemption Date.

     In addition, upon the occurrence and during the continuation of a Tax
Event, an Investment Company Event or a Capital Treatment Event in respect of
the Issuer Trust, the Company may, at its option, at any time within 90 days of
the occurrence and during the continuation of such Tax Event, Investment Company
Event or Capital Treatment Event, as the case may be, redeem the Securities of
this series, in whole but not in part, subject to the terms and conditions of
Article Eleven of the Indenture, at a Redemption Price equal to 100% of the
principal amount thereof, together, in the case of any such redemption, with
accrued interest, including any Additional Interest, to but excluding the
Redemption Date.

     The Securities of this series are not subject to repayment at the option of
the Holder hereof prior to ________________. The Securities of this series will
not be entitled to any sinking fund.

     The indebtedness evidenced by the Securities of this series is, to the
extent and in the manner set forth in the Indenture, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Debt of the Company, and

                                       5
<PAGE>

each Holder of the Securities of this series, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture with respect hereto. The
Securities of this series shall rank on a parity with all Trust Related
Securities and shall, not in limitation of the preceding sentence, rank junior
to _________________________.

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with those provisions of the Indenture. Certain past defaults under the
Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
All of the rights of the Holders set forth in this paragraph are subject to the
rights of the holders of Capital Trust Securities as set forth in the Indenture.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company in the City of Minneapolis, Minnesota, a new
Security or Securities of this series in authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange herefor,
as provided in the Indenture and subject to the limitations provided therein and
to the limitations described below, without charge except for any tax or other
governmental charge imposed in connection therewith.

     If this Security is a Global Security, this Security is exchangeable for
definitive Securities in registered form only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed within 90 days (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest, including

                                       6
<PAGE>

Additional Interest, at the same rate, having the same date of issuance,
redemption provisions, Stated Maturity and other terms and of authorized
denominations aggregating a like amount.

     If this Security is a Global Security, this Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor of the Depositary or a
nominee of such successor. Except as provided above, owners of beneficial
interests in this global Security will not be entitled to receive physical
delivery of Securities in definitive form and will not be considered the Holders
hereof for any purpose under the Indenture.

     Subject to the rights of holders of Senior Debt of the Company set forth in
this Security and the Indenture referred to above, no reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest, including any Additional Interest, on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed, except as otherwise provided in this Security and except that in the
event the Company deposits money or Eligible Instruments as provided in Articles
4 and 17 of the Indenture, such payments will be made only from proceeds of such
money or Eligible Instruments.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of or the
interest, including Additional Interest, on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.

     The Company and, by its acceptance of this Security or a beneficial
interest herein, the Holder of, and any Person that acquires a beneficial
interest in, this Security, agree that for United States Federal, state and
local tax purposes it is intended that this Security constitute indebtedness.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture unless otherwise defined in
this Security.

                                       7
<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --  as tenants in common

TEN ENT  --  as tenants by the entireties

JT TEN   --  as joint tenants with right
             of survivorship and not
             as tenants in common

UNIF GIFT MIN ACT  --  _____________________ Custodian _________________________
                             (Cust)                            (Minor)

Under Uniform Gifts to Minors Act

___________________________________________
                  (State)

     Additional abbreviations may also be used though not in the above list.


     FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

______________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

                                       8
<PAGE>

the within Security of WELLS FARGO & COMPANY and does hereby irrevocably
constitute and appoint __________________ attorney to transfer the said Security
on the books of the Company, with full power of substitution in the premises.

Dated:  _________________________


                                          ______________________________________

                                          ______________________________________



NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.

                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.MM
<SEQUENCE>8
<FILENAME>dex4mm.txt
<DESCRIPTION>FORM OF AMENDED & RESTATED TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 4(mm)







                        AMENDED AND RESTATED DECLARATION
                          OF TRUST AND TRUST AGREEMENT

                                      AMONG

                       WELLS FARGO & COMPANY, AS DEPOSITOR

              ________________________________, AS PROPERTY TRUSTEE

                  WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE

                 AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                         DATED AS OF _____________, 2001

                            WELLS FARGO CAPITAL [__]
<PAGE>

                                TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

   SECTION 5.1.     Initial Ownership.......................................20
   SECTION 5.2.     The Trust Securities Certificates.......................20
   SECTION 5.3.     Execution and Delivery of Trust Securities
                      Certificates..........................................21
   SECTION 5.4      Registration of Transfer and Exchange of Capital
                      Securities Certificates...............................21
   SECTION 5.5.     Mutilated, Destroyed, Lost or Stolen Trust
                      Securities Certificates...............................22
   SECTION 5.6.     Persons Deemed Holders..................................22
   SECTION 5.7.     Access to List of Holders' Names and Addresses..........23
   SECTION 5.8.     Maintenance of Office Agency............................23
   SECTION 5.9.     Appointment of Paying Agent.............................23
   SECTION 5.10.    Ownership of Common Securities by Depositor.............24
   SECTION 5.11.    Book-Entry Capital Securities Certificates; Common
                      Securities Certificate................................24
<PAGE>

   SECTION 5.12.    Notices to Clearing Agency..............................25
   SECTION 5.13.    Definitive Capital Securities Certificates..............25
   SECTION 5.14.    Rights of Holders; Waivers of Past Defaults.............25
   SECTION 5.15.    CUSIP Numbers...........................................27

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

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

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

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

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

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

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


                                       ii
<PAGE>

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

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

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

   EXHIBITS:
   --------

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


                                      iii
<PAGE>

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

                                   WITNESSETH

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

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

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

                                    ARTICLE 1
                                  DEFINED TERMS

     SECTION 1.1. DEFINITIONS.

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

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

     All other terms used herein that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;
<PAGE>

     The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";

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

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

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

     "Act" has the meaning specified in Section 6.8.

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

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

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

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

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

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


                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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

     "DTC" means The Depository Trust Company.

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

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

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

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

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

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


                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       7
<PAGE>

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

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

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

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

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

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

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

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


                                       8
<PAGE>

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

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

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

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

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

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

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

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

     "Time of Delivery" means _________________________.

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

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

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


                                       9
<PAGE>

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

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

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

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

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


                                    ARTICLE 2
                        CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1. NAME.

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

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

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

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

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


                                       10
<PAGE>

     SECTION 2.4. ISSUANCE OF THE CAPITAL SECURITIES.

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

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

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

     SECTION 2.6. DECLARATION OF TRUST.

     The exclusive purposes and functions of the Issuer Trust are (a) to issue
and sell Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and (c) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as
trustees of the Issuer Trust, to have all the rights, powers and duties to the
extent set forth herein, and the Issuer Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property upon
and subject to the conditions set forth herein for the benefit of the Issuer
Trust and the Holders. The Administrative Trustees shall have all rights, powers
and duties set forth herein and in accordance with applicable law with respect
to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities of the Property Trustee or the Administrative
Trustees, or any of the duties and responsibilities of the Issuer Trustees
generally, set forth herein. The Delaware Trustee shall be one of the trustees
of the Issuer Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Business Trust Act and for
taking such actions as are required to be taken by a Delaware trustee under the
Delaware Business Trust Act.


                                       11
<PAGE>

     SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

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

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

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

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

                    (A) the establishment of the Payment Account;

                    (B) the receipt of the Debentures;

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

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

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

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

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

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

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


                                       13
<PAGE>

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

     SECTION 2.8. ASSETS OF TRUST.

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

     SECTION 2.9. TITLE TO TRUST PROPERTY.

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


                                    ARTICLE 3
                                 PAYMENT ACCOUNT

     SECTION 3.1. PAYMENT ACCOUNT.

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


                                       15
<PAGE>

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


                                    ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. DISTRIBUTIONS.

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

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

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

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

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


                                       16
<PAGE>

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

     SECTION 4.2. REDEMPTION.

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

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

               (i) the Redemption Date;

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

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

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

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

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

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


                                       17
<PAGE>

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

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

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


                                       18
<PAGE>

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

     SECTION 4.3. RANKING OF COMMON SECURITIES.

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

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

     SECTION 4.4. PAYMENT PROCEDURES.

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


                                       19
<PAGE>

     SECTION 4.5. TAX RETURNS AND REPORTS.

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

     SECTION 4.6. PAYMENT OF EXPENSES OF THE ISSUER TRUST.

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

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

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


                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

     SECTION 5.1. INITIAL OWNERSHIP.

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

     SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

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


                                       20
<PAGE>

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

     SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

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

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

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

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


                                       21
<PAGE>

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

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

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

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

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

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

     SECTION 5.6. PERSONS DEEMED HOLDERS.

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


                                       22
<PAGE>

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

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

     SECTION 5.8. MAINTENANCE OF OFFICE AGENCY.

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

     SECTION 5.9. APPOINTMENT OF PAYING AGENT.

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


                                       23
<PAGE>

     SECTION 5.10.OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

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

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

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

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

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

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

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


                                       24
<PAGE>

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

     SECTION 5.12.NOTICES TO CLEARING AGENCY.

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

     SECTION 5.13.DEFINITIVE CAPITAL SECURITIES CERTIFICATES.

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

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

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


                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       26
<PAGE>

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

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

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

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

     SECTION 5.15.CUSIP NUMBERS.

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


                                       27
<PAGE>

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


                                    ARTICLE 6
                        ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

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

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


                                       28
<PAGE>

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

     SECTION 6.2. NOTICE OF MEETINGS.

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

     SECTION 6.3. MEETINGS OF HOLDERS OF THE CAPITAL SECURITIES.

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

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

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

     SECTION 6.4. VOTING RIGHTS.

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

     SECTION 6.5. PROXIES, ETC.

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


                                       29
<PAGE>

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

     SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

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

     SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

     SECTION 6.8. ACTS OF HOLDERS.

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

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

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


                                       30
<PAGE>

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

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

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

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

     SECTION 6.9. INSPECTION OF RECORDS.

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


                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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


                                       32
<PAGE>

     SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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


                                    ARTICLE 8
                               THE ISSUER TRUSTEES

     SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

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


                                       33
<PAGE>

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

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

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

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

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

                    (A) the duties and obligations of the Property Trustee shall
               be determined solely by the express provisions of this Trust
               Agreement (including pursuant to Section 10.10), and the Property
               Trustee shall not be liable except for the performance of such
               duties and obligations as are specifically set forth in this
               Trust Agreement (including pursuant to Section 10.10); and

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

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

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


                                       34
<PAGE>

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

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

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

               (vii) subject to Section 8.1(c), no provision of this Trust
          Agreement shall require the Property Trustee to expend or risk its own
          funds or otherwise incur personal financial liability in the
          performance of any of its duties or in the exercise of any of its
          rights or powers, if the Property Trustee shall have reasonable
          grounds for believing that the repayment of such funds or liability is
          not reasonably assured to it under the terms of this Trust Agreement
          or adequate indemnity against such risk or liability is not reasonably
          assured to it.

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

     SECTION 8.2. CERTAIN NOTICES.

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

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

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


                                       35
<PAGE>

     SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     Subject to the provisions of Section 8.1:

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

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

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

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

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

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

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


                                       36
<PAGE>

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

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

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

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

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

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

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

     SECTION 8.5. MAY HOLD SECURITIES.

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


                                       37
<PAGE>

     SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

     The Depositor agrees:

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

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

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

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

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

          The Depositor and any Issuer Trustee may engage in or possess an
     interest in other business ventures of any nature or description,
     independently or with others, similar or dissimilar to the business of the
     Issuer Trust, and the Issuer Trust and the Holders of Trust Securities
     shall have no rights by virtue of this Trust Agreement in and to such
     independent ventures or the income or profits derived therefrom, and the
     pursuit of any such venture, even if competitive with the business of the
     Issuer Trust, shall not be deemed wrongful or improper. Neither the
     Depositor nor any Issuer Trustee shall be obligated to present any
     particular investment or other opportunity to the Issuer Trust even if such
     opportunity is of a character that, if presented to the Issuer Trust, could
     be taken by the Issuer Trust, and the Depositor and any Issuer Trustee
     shall have the right to take for its own account (individually or as a
     partner or fiduciary) or to recommend to others any such particular
     investment or other opportunity. Any Issuer Trustee may engage or be
     interested in any financial or other transaction with the Depositor or any


                                       38
<PAGE>

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

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

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

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

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

     SECTION 8.8. CONFLICTING INTERESTS.

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

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

     SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

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


                                       39
<PAGE>

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

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

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

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

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

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


                                       40
<PAGE>

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

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

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

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

     SECTION 8.10.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

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

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


                                       41
<PAGE>

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

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

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

     SECTION 8.11.ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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


                                       42
<PAGE>

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

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

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

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

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

     SECTION 8.14.TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or other
     similar official in any such judicial proceeding is hereby authorized by
     each Holder to make such payments to the Property Trustee and, in the event
     the Property Trustee shall consent to the making of such payments directly
     to the Holders, to pay to the Property Trustee any amount due it for the
     reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel, and any other amounts due the
     Property Trustee.


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<PAGE>

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

     SECTION 8.15.REPORTS BY PROPERTY TRUSTEE.

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

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

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

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

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

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

     SECTION 8.16.REPORTS TO THE PROPERTY TRUSTEE.

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

     SECTION 8.17.EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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


                                       44
<PAGE>

Trust Agreement that relate to any of the matters set forth in Section 314(c) of
the Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given
in the form of an Officers' Certificate.

     SECTION 8.18.NUMBER OF ISSUER TRUSTEES.

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

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

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

     SECTION 8.19.DELEGATION OF POWER.

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

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


                                    ARTICLE 9
                       DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

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

     SECTION 9.2. EARLY DISSOLUTION.

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

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


                                       45
<PAGE>

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

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

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

     SECTION 9.3. DISSOLUTION.

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

     SECTION 9.4. LIQUIDATION.

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

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

               (ii) state the Liquidation Date;

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

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


                                       46
<PAGE>

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

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

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

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

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


                                       47
<PAGE>

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


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

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


                                       48
<PAGE>

     SECTION 10.2. AMENDMENT.

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

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

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

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

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


                                       49
<PAGE>

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

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

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

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

     SECTION 10.3. SEPARABILITY.

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

     SECTION 10.4. GOVERNING LAW.

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

     SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

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

     SECTION 10.6. SUCCESSORS.

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


                                       50
<PAGE>

     SECTION 10.7. HEADINGS.

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

     SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

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

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

     SECTION 10.9. AGREEMENT NOT TO PETITION.

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


                                       51
<PAGE>

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

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

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

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

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

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

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

     SECTION 10.12. COUNTERPARTS.

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


                                       52
<PAGE>

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       53
<PAGE>

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

                                       WELLS FARGO & COMPANY


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

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



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


                                       WILMINGTON TRUST COMPANY,
                                         as Delaware Trustee


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



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

                                       Laurel A. Holschuh, as Administrative
                                       Trustee


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


                                       54
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

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

                                       WITNESS my hand and official seal



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



(This area for official notarial seal)


                                       55
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

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

                                       WITNESS my hand and official seal



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



(This area for official notarial seal)


                                       56
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

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

                                       WITNESS my hand and official seal



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



(This area for official notarial seal)


                                       57
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

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

                                       WITNESS my hand and official seal



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



(This area for official notarial seal)


                                       58
<PAGE>

STATE OF          )
                  ) ss:
COUNTY OF         )

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

                                       WITNESS my hand and official seal



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



(This area for official notarial seal)


                                       59
<PAGE>

                                                                       EXHIBIT A
<PAGE>

                                                                       EXHIBIT B


                     [FORM OF COMMON SECURITIES CERTIFICATE]

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



Certificate Number _______                   Number of Common Securities _______

                    Certificate Evidencing Common Securities

                           of Wells Fargo Capital [__]

                             [__%]Common Securities

                 (liquidation amount $1,000 per Common Security)


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

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

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


                                       WELLS FARGO CAPITAL [__]


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


                                    Ex. B-2
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

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



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


                                    Ex. B-3
<PAGE>

                                                                       EXHIBIT C


                 [FORM OF GLOBAL CAPITAL SECURITIES CERTIFICATE]

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

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

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

Certificate Number __________              Number of Capital Securities ________

CUSIP NO.

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


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

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


                                    Ex. D-2
<PAGE>

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


                                       WELLS FARGO CAPITAL [__]


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


                                    Ex. D-3
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: __________________


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



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


                                    Ex. D-4
<PAGE>

                                   ASSIGNMENT

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



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


                                    Ex. D-5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.OO
<SEQUENCE>9
<FILENAME>dex4oo.txt
<DESCRIPTION>FORM OF GUARANTEE AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 4(oo)












                               GUARANTEE AGREEMENT

                                 by and between

                              WELLS FARGO & COMPANY

                                  as Guarantor

                                       and

                        ________________________________

                              as Guarantee Trustee

                                   relating to

                            WELLS FARGO CAPITAL [__]

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

                         Dated as of _____________, 2001

                           ---------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS.........................................................1

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

ARTICLE II TRUST INDENTURE ACT................................................4

   SECTION 2.1.  Trust Indenture Act; Application.............................4
   SECTION 2.2.  List of Holder...............................................5
   SECTION 2.3.  Reports by the Guarantee Trustee.............................5
   SECTION 2.4.  Periodic Reports to the Guarantee Trustee....................5
   SECTION 2.4.  Evidence of Compliance with Conditions Precedent.............5
   SECTION 2.6.  Events of Default; Waiver....................................6
   SECTION 2.7.  Event of Default; Notice.....................................6
   SECTION 2.8.  Conflicting Interests........................................6

ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE................6

   SECTION 3.1.  Powers and Duties of the Guarantee Trustee...................6
   SECTION 3.2.  Certain Rights of Guarantee Trustee..........................8
   SECTION 3.3.  Compensation; Indemnity; Fees................................9

ARTICLE IV GUARANTEE TRUSTEE.................................................10

   SECTION 4.1.  Guarantee Trustee; Eligibility..............................10
   SECTION 4.2.  Appointment, Removal and Resignation of the
                 Guarantee Trustee...........................................10

ARTICLE V GUARANTEE..........................................................11

   SECTION 5.1.  Guarantee...................................................11
   SECTION 5.2.  Waiver of Notice and Demand.................................11
   SECTION 5.3.  Obligations Not Affected....................................12
   SECTION 5.4.  Rights of Holders...........................................12
   SECTION 5.5.  Guarantee of Payment........................................13
   SECTION 5.6.  Subrogation.................................................13
   SECTION 5.7.  Independent Obligations.....................................13
<PAGE>

ARTICLE VI COVENANTS AND SUBORDINATION.......................................13

   SECTION 6.1.  Subordination...............................................13
   SECTION 6.2.  Pari Passu Guarantees.......................................14

ARTICLE VII TERMINATION......................................................14

   SECTION 7.1.  Termination.................................................14

ARTICLE VIII MISCELLANEOUS...................................................14

   SECTION 8.1.  Successors and Assigns......................................14
   SECTION 8.2.  Amendments..................................................14
   SECTION 8.3.  Notices.....................................................15
   SECTION 8.4.  Benefit.....................................................16
   SECTION 8.5.  Governing Law...............................................16
   SECTION 8.6.  Counterparts................................................16

                                       ii
<PAGE>

     GUARANTEE AGREEMENT, dated as of _____________, 2001, between WELLS FARGO &
COMPANY, a Delaware corporation (the "Guarantor"), having its principal office
at 420 Montgomery Street, San Francisco, California 94163, and
__________________________, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Capital
Securities (as defined herein) of WELLS FARGO CAPITAL [__], a Delaware statutory
business trust (the "Issuer Trust").

                                    RECITALS

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust and Trust
Agreement, of even date herewith (the "Trust Agreement"), among Wells Fargo &
Company, as Depositor, the Property Trustee, the Delaware Trustee, and the
Administrative Trustees (each as named therein) and the holders from time to
time of undivided beneficial interests in the assets of the Issuer Trust, the
Issuer Trust is issuing $[_____________] aggregate Liquidation Amount (as
defined in the Trust Agreement) of its [**[__%] Preferred Capital Securities
(liquidation amount $1,000 per capital security)] (the "Capital Securities"),
representing preferred undivided beneficial interests in the assets of the
Issuer Trust and having the terms set forth in the Trust Agreement; and

     WHEREAS, the Capital Securities will be issued by the Issuer Trust, and the
proceeds thereof, together with the proceeds from the issuance of the Issuer
Trust's Common Securities (as defined herein), will be used to purchase the
Debentures of the Guarantor, which Debentures will be deposited with
_________________________, as Property Trustee under the Trust Agreement, as
trust assets; and

     WHEREAS, as an incentive for the Holders to purchase Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Capital Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase of Capital Securities by
each Holder, which purchase the Guarantor hereby acknowledges shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time.

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1. Definitions.

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

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

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

     (c) The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";

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

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

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

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

     "Board of Directors" means the board of directors of the Guarantor or any
committee of the board of directors of the Guarantor, comprised of one or more
members of the board of directors of the Guarantor or officers of the Guarantor,
or both.

     "Capital Securities" has the meaning specified in the recitals to this
Guarantee Agreement.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

     "Debentures" shall have the meaning specified in the Trust Agreement.

     "Distributions" shall have the meaning specified in the Trust Agreement.

     "Event of Default" means (i) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

     "Guarantee Agreement" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Capital Securities, to the extent not paid or
made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions required to be paid on the Capital Securities, to the extent the
Issuer Trust shall have funds on hand available therefor at

                                       2
<PAGE>

such time; (ii) the Redemption Price with respect to any Capital Securities
called for redemption by the Issuer Trust, to the extent the Issuer Trust shall
have funds on hand available therefor at such time; and (iii) upon a voluntary
or involuntary dissolution, winding-up or liquidation of the Issuer Trust,
unless Debentures are distributed to the Holders, the lesser of (a) the
Liquidation Distribution with respect to the Capital Securities, to the extent
that the Issuer Trust shall have funds on hand available therefor at such time,
and (b) the amount of assets of the Issuer Trust remaining available for
distribution to Holders on liquidation of the Issuer.

     "Guarantee Trustee" means ______________________, solely in its capacity as
Guarantee Trustee and not in its individual capacity, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee.

     "Guarantor" has the meaning specified in the first paragraph of this
Guarantee Agreement.

     "Holder" means any Holder (as defined in the Trust Agreement) of any
Capital Securities; provided, however, that in determining whether the holders
of the requisite percentage of Capital Securities have given any request,
notice, consent or waiver hereunder, "Holder" shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

     "Indenture" means the Junior Subordinated Indenture, dated as of
______________ 2001, between Wells Fargo & Company and
___________________________, as trustee, as the same may be modified, amended or
supplemented from time to time.

     "Issuer Trust" has the meaning specified in the first paragraph of this
Guarantee Agreement.

     "Liquidation Distribution" shall have the meaning specified in the Trust
Agreement.

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

     "Majority in Liquidation Amount of the Capital Securities" means, except as
provided by the Trust Indenture Act, Capital Securities representing more than
50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of
all Capital Securities then Outstanding (as defined in the Trust Agreement).

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

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

                                       3
<PAGE>

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

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

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

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

     "Redemption Price" shall have the meaning set forth in the Trust Agreement.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Guarantee Trustee and also means, with respect to a
particular matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Agreement" means the Amended and Restated Declaration of Trust and
Trust Agreement of the Issuer Trust referred to in the recitals to this
Guarantee Agreement, as modified, amended or supplemented from time to time.

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

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

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1. Trust Indenture Act; Application.

     Except as otherwise expressly provided herein, the Trust Indenture Act
shall apply as a matter of contract to this Guarantee Agreement for purposes of
interpretation, construction and defining the rights and obligations hereunder,
and this Guarantee Agreement, the Guarantor and

                                       4
<PAGE>

the Guarantee Trustee shall be deemed for all purposes hereof to be subject to
and governed by the Trust Indenture Act to the same extent as would be the case
if this Guarantee Agreement were qualified under the Trust Indenture Act on the
date hereof. Except as otherwise expressly provided herein, if and to the extent
that any provision of this Guarantee Agreement limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

     SECTION 2.2. List of Holder.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before June 30 and December 31 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders (a "List of Holders") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and has not
otherwise been received by the Guarantee Trustee in its capacity as such. The
Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

     (b) The Guarantee Trustee shall comply with the requirements of Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION 2.3. Reports by the Guarantee Trustee.

     Within 60 days after May 15 each year, commencing May 15, 2002, the
Guarantee Trustee shall provide to the Holders 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. If this Guarantee Agreement
shall have been qualified under the Trust Indenture Act, the Guarantee Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

     SECTION 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee and the Holders such
documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act 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, provided that such documents, reports
and information shall be required to be provided to the Securities and Exchange
Commission only if this Guarantee Agreement shall have been qualified under the
Trust Indenture Act.

     SECTION 2.4. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion

                                       5
<PAGE>

required to be given by an officer of the Guarantor pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

     SECTION 2.6. Events of Default; Waiver.

     The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, by vote, on behalf of the Holders of all the Capital Securities,
waive any past default or Event of Default and its consequences. Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Guarantee Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

     SECTION 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notice of any such Event of Default known to
the Guarantee Trustee, unless such Event of Default has been cured before the
giving of such notice, provided that, except in the case of a default in the
payment of a Guarantee Payment, the Guarantee Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

     SECTION 2.8. Conflicting Interests.

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

                                   ARTICLE III
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Guarantee Trustee hereunder. The right, title and interest of the Guarantee
Trustee, as such, hereunder shall automatically vest in any Successor Guarantee
Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

                                       6
<PAGE>

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

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee
          Agreement (including pursuant to Section 2.1), and the Guarantee
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Guarantee
          Agreement (including pursuant to Section 2.1); and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee 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 Guarantee
          Trustee and conforming to the requirements of this Guarantee Agreement
          (but in the case of any such certificates or opinions that by any
          provision hereof or of the Trust Indenture Act are specifically
          required to be furnished to the Guarantee Trustee, the Guarantee
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Guarantee Agreement);

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

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

                                       7
<PAGE>

          (iv) subject to Section 3.1(b), no provision of this Guarantee
     Agreement shall require the Guarantee Trustee to expend or risk its own
     funds or otherwise incur personal financial liability in the performance of
     any of its duties or in the exercise of any of its rights or powers, if the
     Guarantee Trustee shall have reasonable grounds for believing that the
     repayment of such funds or liability is not reasonably assured to it under
     the terms of this Guarantee Agreement or adequate indemnity against such
     risk or liability is not reasonably assured to it.

     SECTION 3.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

          (i) The Guarantee Trustee may 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 reasonably 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 Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officers'
     Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting to take any action
     hereunder, the Guarantee Trustee (unless other evidence is herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request and rely upon an Officers' Certificate which, upon receipt of such
     request from the Guarantee Trustee, shall be promptly delivered by the
     Guarantor.

          (iv) The Guarantee Trustee may consult with legal counsel, and the
     written advice or opinion of such legal counsel with respect to legal
     matters shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted to be taken by it hereunder in
     good faith and in accordance with such advice or opinion. Such legal
     counsel may be legal counsel to the Guarantor or any of its Affiliates and
     may be one of its employees. The Guarantee Trustee shall have the right at
     any time to seek instructions concerning the administration of this
     Guarantee Agreement from any court of competent jurisdiction.

          (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Guarantee Agreement at the
     request or direction of any Holder unless such Holder shall have provided
     to the Guarantee Trustee such adequate security and indemnity as would
     satisfy a reasonable person in the position of the Guarantee Trustee
     against the costs, expenses (including attorneys' fees and expenses) 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
     Guarantee Trustee; provided that nothing contained in this Section (a)(v)
     shall be taken to relieve the

                                       8
<PAGE>

     Guarantee Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this Guarantee
     Agreement.

          (vi) The Guarantee 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 Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit.

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

          (viii) Whenever in the administration of this Guarantee Agreement the
     Guarantee Trustee shall deem it desirable to receive instructions with
     respect to enforcing any remedy or right or taking any other action
     hereunder, the Guarantee Trustee (A) may request instructions from the
     Holders, (B) may refrain from enforcing such remedy or right or taking such
     other action until such instructions are received, and (C) shall be
     protected in acting in accordance with such instructions.

     (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee 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 Guarantee 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 Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

     SECTION 3.3. Compensation; Indemnity; Fees.

     The Guarantor agrees:

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

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

     (c) to indemnify the Guarantee Trustee, any Affiliate of the Guarantee
Trustee and any officer, director, shareholder, employee, representative or
agent of the Guarantee Trustee (each, an "Indemnified Person") for, and to hold
each Indemnified Person harmless against, any

                                       9
<PAGE>

loss, liability or expense incurred without negligence, willful misconduct or
bad faith on the part of the Indemnified Person, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

     The Guarantee Trustee will not claim or exact any lien or charge on any
Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

     The provisions of this Section 3.3 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

     SECTION 4.1. Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

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

          (ii) be a Person that is eligible pursuant to the Trust Indenture Act
     to act as such and has a combined capital and surplus of at least
     $50,000,000, and shall be a corporation meeting the requirements of Section
     310(a) of the Trust Indenture Act. If such corporation publishes reports of
     condition at least annually, pursuant to law or to the requirements of its
     supervising or examining authority, then, for the purposes of this Section
     4.1 and to the extent permitted by the Trust Indenture Act, 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 Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or
removed at any time by the action of the Holders of a Majority in Liquidation
Amount of the Capital Securities delivered to the Guarantee Trustee and the
Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in
the Trust Agreement) shall have occurred and be continuing at any time.

     (b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by giving written notice
thereof to the Holders and the

                                       10
<PAGE>

Guarantor and by appointing a successor Guarantee Trustee. The Guarantee Trustee
shall appoint a successor by requesting from at least three Persons meeting the
requirements of Section 4.1(a) their expenses and charges to serve as the
Guarantee Trustee, and selecting the Person who agrees to the lowest expenses
and charges.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed and shall have accepted
such appointment. No removal or resignation of a Guarantee Trustee shall be
effective until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and, in the case of any
resignation, the resigning Guarantee Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Holders and the Guarantor of a notice of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

     (e) If a resigning Guarantee Trustee shall fail to appoint a successor, or
if a Guarantee Trustee shall be removed or become incapable of acting as
Guarantee Trustee and a replacement shall not be appointed prior to such
resignation or removal, or if a vacancy shall occur in the office of Guarantee
Trustee for any cause, the Holders of the Capital Securities, by the action of
the Holders of record of not less than 25% in aggregate Liquidation Amount (as
defined in the Trust Agreement) of the Capital Securities then Outstanding (as
defined in the Trust Agreement) delivered to such Guarantee Trustee, may appoint
a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee
shall have been so appointed by the Holders of the Capital Securities and
accepted appointment, any Holder, on behalf of such Holder and all others
similarly situated, or any other Guarantee Trustee, may petition any court of
competent jurisdiction for the appointment of a successor Guarantee Trustee.

                                    ARTICLE V
                                    GUARANTEE

     SECTION 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer Trust may have or
assert, except the defense of payment. The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.

     SECTION 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer Trust or any other Person

                                       11
<PAGE>

before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

     SECTION 5.3. Obligations Not Affected.

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

     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Capital Securities to be
performed or observed by the Issuer Trust;

     (b) the extension of time for the payment by the Issuer Trust of any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Capital Securities
or the extension of time for the performance of any other obligation under,
arising out of, or in connection with, the Capital Securities;

     (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer Trust granting indulgence or extension of any
kind;

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

     (e) any invalidity of, or defect or deficiency in, the Capital Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor (other than payment of
the underlying obligation), it being the intent of this Section 5.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances.

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

     SECTION 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the

                                       12
<PAGE>

Holders of a Majority in Liquidation Amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee in respect of this Guarantee Agreement
or exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement without first instituting a legal proceeding against the Guarantee
Trustee, the Issuer Trust or any other Person.

     SECTION 5.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Debentures to Holders as
provided in the Trust Agreement.

     SECTION 5.6. Subrogation.

     The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

     SECTION 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer Trust with respect to the Capital Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                           COVENANTS AND SUBORDINATION

     SECTION 6.1. Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt (as defined in the Indenture) of
the Guarantor to the extent and in the manner set forth in the Indenture with
respect to the Debentures, and the provisions of Article Eighteen of the
Indenture will apply, mutatis mutandis, to the obligations of the Guarantor
hereunder. The obligations of the Guarantor hereunder do not constitute Senior
Debt (as defined in the Indenture) of the Guarantor.

                                       13
<PAGE>

     SECTION 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under (i) any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred or
capital securities issued by any business trust, (ii) the Indenture and the Debt
Securities (as defined therein) issued thereunder; (iii) any expense agreements
entered into by the Guarantor in connection with the offering of preferred or
capital securities by any business trust, and (iv) any other security, guarantee
or other agreement or obligation that is expressly stated to rank pari passu
with the obligations of the Guarantor under this Guarantee Agreement or with any
obligation that ranks pari passu with the obligations of the Guarantor under
this Guarantee Agreement.

                                   ARTICLE VII
                                   TERMINATION

     SECTION 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Capital Securities,
(ii) the distribution of Debentures to the Holders in exchange for all of the
Capital Securities or (iii) full payment of the amounts payable in accordance
with Article IX of the Trust Agreement upon liquidation of the Issuer Trust.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
is required to repay any sums paid with respect to Capital Securities or this
Guarantee Agreement.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     SECTION 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void.

     SECTION 8.2. Amendments.

     Except with respect to any changes that do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

                                       14
<PAGE>

     SECTION 8.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address or telecopy number set forth
below or such other address or telecopy number as the Guarantor may give notice
to the Guarantee Trustee and the Holders:

                  Wells Fargo & Company
                  420 Montgomery Street
                  San Francisco, California  94163
                  Attention:
                              -----------------------
                  Telecopy:
                             ------------------------

     (b) if given to the Guarantee Trustee, to the address or telecopy number
set forth below or such other address or telecopy number as the Guarantee
Trustee may give notice to the Guarantor and Holders:

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

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

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

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

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

                  with a copy to:

                  Wells Fargo Capital [__]

                  c/o Wells Fargo & Company
                  Wells Fargo Center
                  MAC #N9305-173
                  Sixth Street and Marquette Avenue
                  Minneapolis, Minnesota  55479
                  Attention:
                              -----------------------
                  Telecopy:
                             ------------------------

     (c) if given to any Holder, at the address set forth on the books and
records of the Issuer Trust.

     All notices hereunder 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

                                       15
<PAGE>

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 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

     SECTION 8.5. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.6. Counterparts.

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

                                       16
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Guarantee
Agreement as of the day and year first above written.

                              WELLS FARGO & COMPANY,
                                as Guarantor



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



                              -----------------------------------------------,
                              as Guarantee Trustee



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

                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.C
<SEQUENCE>10
<FILENAME>dex23c.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                   EXHIBIT 23(c)

                       CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Wells Fargo & Company:

We consent to the incorporation by reference in this Registration Statement on
Form S-3 (the "Registration Statement") of Wells Fargo & Company (the "Company")
relating to the registration of $1,500,000,000 of various debt and equity
securities and the related prospectus (the "Prospectus"), of our report dated
January 16, 2001, with respect to the consolidated balance sheet of Wells Fargo
& Company and Subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2000, which report is incorporated by reference in the
Company's December 31, 2000 Annual Report on Form 10-K, and to the reference to
our firm under the heading "Experts" in the Prospectus included in the
Registration Statement.


/s/ KPMG LLP


San Francisco, California
August 8, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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