-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Aq51WnDDJJAYjWPQpxRtj3iWI4yFrC2aG+ZLJ4O479c6rP8Lsr4fhTgpSlPFz03z
 my5aDKE38lYdfX7QEHknRw==

<SEC-DOCUMENT>0000950124-01-500740.txt : 20010504
<SEC-HEADER>0000950124-01-500740.hdr.sgml : 20010504
ACCESSION NUMBER:		0000950124-01-500740
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20010503
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010503

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			US BANCORP \DE\
		CENTRAL INDEX KEY:			0000036104
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410255900
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06880
		FILM NUMBER:		1621771

	BUSINESS ADDRESS:	
		STREET 1:		FIRST BANK PL
		STREET 2:		601 SECOND AVE S
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402-4302
		BUSINESS PHONE:		6129731111

	MAIL ADDRESS:	
		STREET 1:		601 2ND AVENUE SOUTH-FIRST BANK PLACE
		STREET 2:		601 2ND AVENUE SOUTH-FIRST BANK PLACE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402-4302

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST BANK SYSTEM INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST BANK STOCK CORP
		DATE OF NAME CHANGE:	19720317
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c62082e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1


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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K



                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported): May 3, 2001


                                     1-6880
                            ------------------------
                            (Commission File Number)



                                  U.S. BANCORP
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                        41-0255900
    ------------------------                         ----------------------
    (State of incorporation)                            (I.R.S. Employer
                                                     Identification Number)

                                 U.S. Bank Place
           601 Second Avenue South, Minneapolis, Minnesota 55402-4302
           ----------------------------------------------------------
              (Address of Registrant's principal executive office)

                                 (612) 973-1111
                         -------------------------------
                         (Registrant's telephone number)


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


<PAGE>   2



ITEM 5. OTHER EVENTS.

     U.S. Bancorp, a Delaware corporation (the "Company"), and USB Capital III,
a business trust formed under the laws of the State of Delaware (the "Trust"),
have entered into the Underwriting Agreement dated April 27, 2001, with Lehman
Brothers, Inc., Morgan Stanley & Co. Incorporated and U.S. Bancorp Piper Jaffray
Inc., as representatives of the underwriters set forth on Schedule I thereto,
which Underwriting Agreement incorporates by reference the U.S. Bancorp
Underwriting Agreement Standard Provisions (Capital Securities) (April 27,
2001), for the public offering of $700,000,000 aggregate principal amount of the
Trust's 7.75% Trust Preferred Securities (the "Capital Securities") representing
preferred beneficial interests in the Trust. The Capital Securities will be
fully, irrevocably and unconditionally guaranteed on a subordinated basis by the
Company pursuant to a Guarantee Agreement dated May 4, 2001 (the "Guarantee")
between the Company and Wilmington Trust Company, as Guarantee Trustee. The
proceeds from the sale of the Capital Securities, together with the proceeds
from the sale by the Trust of its common securities are to be invested in 7.75%
Junior Subordinated Debentures of the Company (the "Junior Subordinated
Debentures"), due May 1, 2031 (or such date to which the maturity of the Junior
Subordinated Debentures may be extended, as described in the Prospectus
Supplement dated April 27, 2001), to be issued pursuant to a Junior Subordinated
Indenture (the "Indenture") dated November 15, 1996 between the Company and
Wilmington Trust Company, as Debenture Trustee, and the Officers' Certificate
dated April 27, 2001, pursuant to Section 3.1 of the Indenture. The Preferred
Securities, the Junior Subordinated Debentures and the Guarantee have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
by a registration statement on Form S-3 (File No. 333-83643) and a related
registration statement on Form S-3 (File No. 333-59756) filed pursuant to Rule
462(b) of the rules and regulations of the Securities and Exchange Commission
under the Securities Act.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

          1.1  Underwriting Agreement, dated April 27, 2001, among the
               Company, the Trust and Lehman Brothers, Inc., Morgan Stanley &
               Co. Incorporated and U.S. Bancorp Piper Jaffray Inc., as
               representatives of the underwriters set forth on Schedule I
               thereto.

          1.2  U.S. Bancorp Underwriting Agreement Standard Terms (Capital
               Securities) (April 27, 2001).

          4.1  Form of Officers' Certificate dated May 4, 2001 pursuant to
               Section 3.1 of the Junior Subordinated Indenture dated as of
               November 15, 1996, between the Company and Wilmington Trust
               Company, as Debenture Trustee (excluding exhibits thereto).



                                      -2-


<PAGE>   3


          4.2  Specimen Preferred Security Certificate (included as part of
               Exhibit 4.4).

          4.3  Specimen Junior Subordinated Debenture (included as part of
               Exhibit 4.4).

          4.4  Form of Amended and Restated Trust Agreement dated May 4, 2001
               among U.S. Bancorp, Wilmington Trust Company, as Property
               Trustee and Delaware Trustee, and the Administrative Trustees
               named therein.

          4.5  Form of Guarantee Agreement dated May 4, 2001 between U.S.
               Bancorp and Wilmington Trust Company, as Guarantee Trustee.

          25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to
               act as trustee under the Amended and Restated Trust Agreement.

          25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company
               under the Guarantee for the benefit of the holders of Capital
               Securities.


         SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


         Date:    May 3, 2001


                                       U.S. BANCORP


                                       By: /s/  Terrance R. Dolan
                                           -------------------------------------
                                           Name:  Terrance R. Dolan
                                           Title: Senior Vice President and
                                                  Controller



                                      -3-


<PAGE>   4


                                INDEX TO EXHIBITS

          1.1  Underwriting Agreement, dated April 27, 2001, among the
               Company, the Trust and Lehman Brothers, Inc., Morgan Stanley &
               Co. Incorporated and U.S. Bancorp Piper Jaffray Inc., as
               representatives of the underwriters set forth on Schedule I
               thereto.

          1.2  U.S. Bancorp Underwriting Agreement Standard Terms (Capital
               Securities) (April 27, 2001)

          4.1  Form of Officers' Certificate dated May 4, 2001 pursuant to
               Section 3.1 of the Indenture dated as of November 15, 1997,
               between the Company and Wilmington Trust Company, as Debenture
               Trustee (excluding exhibits thereto).

          4.2  Specimen Preferred Security Certificate (included as part of
               Exhibit 4.4).

          4.3  Specimen Junior Subordinated Debenture (included as part of
               Exhibit 4.4).

          4.4  Form of Amended and Restated Trust Agreement dated May 4, 2001
               among U.S. Bancorp, Wilmington Trust Company, as Property
               Trustee and Delaware Trustee, and the Administrative Trustees
               named therein.

          4.5  Form of Guarantee Agreement dated May 4, 2001 between U.S.
               Bancorp and Wilmington Trust Company, as Guarantee Trustee.

          25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to
               act as trustee under the Amended and Restated Trust Agreement.

          25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company
               under the Guarantee for the benefit of the holders of Capital
               Securities.



                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>c62082ex1-1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 1.1


                             UNDERWRITING AGREEMENT

                                                                  April 27, 2001



U.S. Bancorp
USB Capital III
601 Second Avenue South
Minneapolis, MN 55402

Ladies and Gentlemen:

         We (the "Representatives") understand that USB Capital III, a business
trust formed under the laws of the State of Delaware (the "Trust"), and U.S.
Bancorp, a Delaware corporation, as sponsor of the Trust and as guarantor (the
"Guarantor"), propose that the Trust issue an aggregate principal amount of
$700,000,000 of 7.75% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the "Offered Securities") representing preferred beneficial
interests in the Trust. The Offered Securities are fully and unconditionally
guaranteed by U.S. Bancorp. The Trust will issue the Offered Securities and
common securities (liquidation amount $25 per common security) (the "Common
Securities") in exchange for 7.75% Junior Subordinated Debentures of the
Guarantor (the "Junior Subordinated Debentures"), due May 1, 2031, to be issued
pursuant to a Junior Subordinated Indenture (the "Indenture") dated as of
November 15, 1996 between the Guarantor and Wilmington Trust Company, as trustee
(the "Debenture Trustee").

         The Guarantor will, through the Indenture, the Junior Subordinated
Debentures, the Amended and Restated Trust Agreement dated as of May 4, 2001
(the "Trust Agreement") among the Guarantor, as Sponsor to the Trust, Wilmington
Trust Company, as Delaware Trustee and Property Trustee, and the Administrative
Trustees named therein (collectively, the "Trustees"), the Guarantee Agreement
dated as of May 4, 2001 (the "Guarantee") between the Guarantor and Wilmington
Trust Company, as trustee (the "Guarantee Trustee"), taken together, fully,
irrevocably and unconditionally guarantee on a subordinated basis all of the
Trust's obligations under the Offered Securities.

         Subject to the terms and conditions set forth herein and incorporated
by reference herein, the Guarantor and the Trust hereby agree that the Guarantor
shall sell to each of the underwriters named in Schedule I (the "Underwriters"),
and each of the Underwriters agrees, severally and not jointly, to purchase the
numbers of the Offered Securities set forth opposite the name of such
Underwriter at a purchase price of $24.2125 per Offered Security, plus accrued
distributions, if any (the "Purchase Price").

         The Securities shall have the terms set forth in the Prospectus
Supplement dated April 27, 2001.


<PAGE>   2


         Except as otherwise provided herein, all the provisions contained in
the document entitled "U.S. Bancorp Underwriting Agreement Standard Provisions
(Capital Securities) (April 27, 2001)" (the "Standard Underwriting Agreement")
are herein incorporated by reference in their entirety and shall be deemed to be
a part of this Underwriting Agreement to the same extent as if such provisions
had been set forth in full herein. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the Standard
Underwriting Agreement.

         Certificates for the Offered Securities purchased by each Underwriter
shall be delivered by or on behalf of the Guarantor to the Representatives for
the account of such Underwriter, against payment by such Underwriter or on its
behalf of the Purchase Price therefor in federal (same day) funds, on the
"Closing Date," which shall be 10:00 AM (New York City time) on May 4, 2001 at
the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, NY
10017, or at such other place and time as the Representatives, the Guarantor and
the Trust may agree upon in writing.

         This document 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 document.



         Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us.


                                       LEHMAN BROTHERS INC.
                                       MORGAN STANLEY & CO. INCORPORATED
                                       U.S. BANCORP PIPER JAFFRAY INC.

                                       By:      LEHMAN BROTHERS INC.


                                       By: /s/ Martin Goldberg
                                          --------------------------------------
                                          Name:  Martin Goldberg
                                          Title: Senior Vice President


                                       By:   MORGAN STANLEY & CO. INCORPORATED


                                       By: /s/ Michael Fusco
                                          --------------------------------------
                                          Name:  Michael Fusco
                                          Title: Principal




<PAGE>   3


Accepted by:

U.S. BANCORP, as Guarantor


By:  /s/ Kenneth D. Nelson
    ---------------------------------
    Name:  Kenneth D. Nelson
    Title: Vice President


USB CAPITAL III

By: U.S. Bancorp, as Sponsor


By:  /s/ Kenneth D. Nelson
    ---------------------------------
    Name:  Kenneth D. Nelson
    Title: Vice President





<PAGE>   4


                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                                   Underwriters' Commitment
                                                                                   ------------------------
<S>                                                                                <C>
Lehman Brothers Inc.                                                                              3,010,000
Morgan Stanley & Co. Incorporated                                                                 3,010,000
U.S. Bancorp Piper Jaffray Inc.                                                                   3,010,000
A.G. Edwards & Sons, Inc.                                                                         3,010,000
Merrill Lynch, Pierce, Fenner & Smith                                                             3,010,000
     Incorporated
Prudential Securities Incorporated                                                                3,010,000
Salomon Smith Barney Inc.                                                                         3,010,000
UBS Warburg LLC                                                                                   3,010,000
Robert W. Baird & Co. Incorporated                                                                  140,000
Banc of America Securities LLC                                                                      140,000
Bear, Stearns & Co. Inc.                                                                            140,000
Chase Securities Inc.                                                                               140,000
CIBC World Markets Corp.                                                                            140,000
Dain Rauscher Wessels                                                                               140,000
Deutsche Banc Alex. Brown Inc.                                                                      140,000
First Union Securities, Inc.                                                                        140,000
Stifel, Nicolaus & Company Incorporated                                                             140,000
Wachovia Securities, Inc.                                                                           140,000
Advest Inc.                                                                                          70,000
George K. Baum & Company                                                                             70,000
BB&T Capital Markets, a Division of Scott & Stringfellow                                             70,000
William Blair & Co.                                                                                  70,000
Conners & Co., Inc.                                                                                  70,000
Crowell, Weedon & Co.                                                                                70,000
Davenport & Company LLC                                                                              70,000
D.A. Davidson & Co.                                                                                  70,000
Fahnestock & Co. Inc.                                                                                70,000
Quick & Reilly, Inc.                                                                                 70,000
Gibraltar Securities Co.                                                                             70,000
Gruntal & Co., L.L.C.                                                                                70,000
H&R BLOCK Financial Advisors, Inc.                                                                   70,000
J.J.B. Hilliard, W. L. Lyons, Inc.                                                                   70,000
HSBC Securites (USA) Inc.                                                                            70,000
Huntleigh Securities Corp.                                                                           70,000
Janney Montgomery Scott LLC                                                                          70,000
Josephthal & Co. Inc.                                                                                70,000
C. L. King & Associates, Inc.                                                                        70,000
Legg Mason Wood Walker, Inc.                                                                         70,000
McDonald Investments Inc., a KeyCorp Company                                                         70,000
McGinn, Smith & Co., Inc.                                                                            70,000
Mesirow Financial, Inc.                                                                              70,000
Miller Johnson Steichen Kinnard, Inc.                                                                70,000
</TABLE>




<PAGE>   5

<TABLE>
<S>                                                                                <C>
Morgan Keegan & Company, Inc.                                                                        70,000
Parker/Hunter Incorporated                                                                           70,000
Pershing/ a Division of Donaldson, Lufkin & Jenrette                                                 70,000
Ragen Mckenzie, a Division of Wells Fargo Investments LLC                                            70,000
Raymond James & Associates, Inc.                                                                     70,000
The Robinson-Humphrey Company, LLC                                                                   70,000
Charles Schwab & Co., Inc.                                                                           70,000
Smith, Moore & Co.                                                                                   70,000
Southwest Securities, Inc.                                                                           70,000
SunTrust Equitable Securities                                                                        70,000
TD Securities (USA) Inc.                                                                             70,000
Tucker Anthony Incorporated                                                                          70,000

                  TOTAL                                                                          28,000,000
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>3
<FILENAME>c62082ex1-2.txt
<DESCRIPTION>UNDERWRITING AGREEMENT STANDARD TERMS
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 1.2


                                  U.S. BANCORP
                             UNDERWRITING AGREEMENT
                               STANDARD PROVISIONS
                              (CAPITAL SECURITIES)
                                (APRIL 27, 2001)



     From time to time, U.S. Bancorp, a Delaware corporation (the "Guarantor"),
and each of USB Capital III ("USB III"), USB Capital IV ("USB IV") or USB
Capital V ("USB V"), each a statutory business trust formed under the laws of
the State of Delaware, may enter into one or more underwriting agreements (each
such agreement, an "Underwriting Agreement") that provide for the sale of
designated capital securities to the several underwriters (the "Underwriters")
named therein.

     The standard provisions hereof may be incorporated by reference in any
Underwriting Agreement. As used herein, the term "Trust" means the statutory
business trust named in the first sentence of the Underwriting Agreement. The
term "Agreement" means the Underwriting Agreement, including the provisions
hereof incorporated therein by reference. Unless otherwise defined herein, all
other defined terms have the meanings ascribed thereto in the Underwriting
Agreement.

                                       I

     The Guarantor and each of USB III, USB IV and USB V propose that USB III,
USB IV and USB V, severally and not jointly, issue from time to time, in one or
more series, capital securities (the "Securities") pursuant to the provisions of
the registration statement on Form S-3 filed on July 23, 1999, Registration No.
333-83643. Such Securities may be issued in amounts, at prices and other terms
to be determined in light of market conditions at the time of sale. The specific
number of the Securities, title and liquidation preference of each Security,
issuance price, distribution rate or rates (or method of calculation),
distribution periods, distribution payment dates, redemption provisions, and any
other specific terms of the Securities shall be set forth in a prospectus
supplement.

     The Securities specified in Schedule I to the Underwriting Agreement are
the "Firm Securities." If specified in such Underwriting Agreement, the
Guarantor and the Trust may grant to the Underwriters the right to purchase at
their election an additional number of the Securities specified in such
Underwriting Agreement as provided in Article III hereof (the "Optional
Securities"). The Firm Securities and the Optional Securities, if any, which the
Underwriters elect to purchase pursuant to Article III hereof are herein
collectively called the "Offered Securities."

     The Guarantor and USB III, USB IV and USB V have filed with the Securities
and Exchange Commission (the "Commission") a registration statement in respect
of the Securities, the Guarantee and the Junior Subordinated Debentures
(collectively, the "Registered Securities"), including a prospectus relating to
the Registered Securities, and will file with, the Commission a prospectus
supplement specifically relating to the Offered Securities pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"). The term





<PAGE>   2


"Registration Statement" means the registration statement as amended to the date
of the Underwriting Agreement and includes any registration statement filed
pursuant to Rule 462(b) under the Securities Act. The term "Basic Prospectus"
means the prospectus included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the prospectus supplement
specifically relating to the Offered Securities (the "Prospectus Supplement"),
as filed with, the Commission pursuant to Rule 424. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Offered Securities together with the Basic Prospectus. As used herein, the
terms "Registration Statement", "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the material, if any,
incorporated by reference therein as of its effective time, in the case of the
Registration Statement, and as of the date of such prospectus, in the case of
any Basic Prospectus, Prospectus or preliminary prospectus. Any reference to any
amendment or supplement to any Basic Prospectus, Prospectus or preliminary
prospectus shall be deemed to refer to and include any document incorporated by
reference after the date of such Basic Prospectus, Prospectus or preliminary
prospectus, as the case may be. Any reference to any amendment to the
Registration Statement shall be deemed to include any document incorporated by
reference after the effective time of such Registration Statement.

                                       II

     The terms of the public offering of the Firm Securities are set forth in
the Prospectus.

                                      III

     The Guarantor and the Trust may specify in the Underwriting Agreement
applicable to any Securities that the Guarantor and the Trust thereby grant to
the Underwriters the right (an "Overallotment Option") to purchase at their
election up to the number of Optional Shares set forth in such Underwriting
Agreement, on the terms set forth in the paragraph above, for the sole purpose
of covering over-allotments in the sale of the Firm Securities. Any such
election to purchase Optional Securities may be exercised by written notice from
each of the Representatives (as defined in the Underwriting Agreement) to the
Guarantor and the Trust, given within a period specified in the Underwriting
Agreement, setting forth the aggregate number of Optional Securities to be
purchased and the date on which such Optional Securities are to be delivered, as
determined by the Representatives but in no event earlier than the first Closing
Date or, unless the Representatives, the Guarantor and the Trust otherwise agree
in writing, earlier than or later than the respective number of business days
after the date of such notice set forth in such Underwriting Agreement.

     The number of Optional Securities to be added to the number of Firm
Securities to be purchased by each Underwriter as set forth in Schedule I to the
Underwriting Agreement applicable to such Securities shall be, in each case, the
number of Optional Securities which the Guarantor has been advised by the
Representatives have been attributed to such Underwriter; provided, that, if the
Guarantor and the Trust have not been so advised, the number of Optional
Securities to be so added shall be, in each case, that proportion of Optional
Securities which the number of Firm Securities to be purchased by such
Underwriter under such Underwriting Agreement bears to the aggregate number of
Firm Securities (rounded as the Representatives



                                        2

<PAGE>   3


may determine to the nearest 10 shares). The total number of Offered Securities
to be purchased by all Underwriters pursuant to such Underwriting Agreement
shall be the aggregate number of Firm Securities set forth in Schedule I to such
Underwriting Agreement plus the aggregate number of Optional Securities which
the Underwriters elect to purchase.

                                       IV

     Payment for the Securities shall be made in federal (same day) funds at the
time, date and place set forth in the Underwriting Agreement, upon delivery to
the Representatives, through the facilities of The Depository Trust Company
("DTC"), for the respective accounts of the several Underwriters of the
Securities. Each time and date of such payment and delivery of the Securities is
herein referred to as a "Closing Date." The Trust will cause the certificates
representing the Securities to be made available for checking and packaging at
least one day prior to the Closing Date at the office of DTC or its designated
custodian.

                                       V

     The several obligations of the Underwriters hereunder are subject to the
condition that all representations and warranties and other statements of the
Guarantor and the Trust in or incorporated by reference in the Underwriting
Agreement are, at and as of each Closing Date, true and correct, the condition
that the Guarantor and the Trust shall have performed all of their respective
obligations hereunder theretofore to be performed, and to the following
additional conditions:

          (a) The Representatives shall have received on the Closing Date a
     certificate of the Administrative Trustees with respect to the Trust and a
     certificate of the Chairman, Vice Chairman, President or a Vice President
     of the Guarantor, each dated the Closing Date and to the effect (i) that
     there has been no downgrading, nor any notice given of any potential or
     intended downgrading, or of a possible change that does not indicate the
     direction of the possible change, in the rating accorded any of the Trust's
     securities or the Guarantor's securities by any nationally recognized
     statistical rating organization, (ii) that the representations and
     warranties of the Guarantor contained in Section VII are true and correct
     with the same force and effect as though expressly made at and as of the
     date of such certificate, (iii) that the Trust and the Guarantor have
     complied with all agreements and satisfied all conditions on its part to be
     performed or satisfied at or prior to the date of such certificate, and
     (iv) that no stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     initiated or threatened by the Commission.

          (b) The Representatives shall have received on the Closing Date an
     opinion of Squire, Sanders & Dempsey L.L.P., counsel to the Guarantor and
     the Trust, dated the Closing Date, and addressed to the Underwriters, to
     the effect set forth in Exhibit A. In rendering such opinion to the effect
     set forth in Exhibit A, such counsel may rely as to matters of New York law
     upon the opinion of Simpson Thacher & Bartlett, counsel to the
     Underwriters, being delivered pursuant to subparagraph (d).




                                       3
<PAGE>   4


          (c) The Representatives shall have received on the Closing Date an
     opinion of the General Counsel of the Guarantor, and addressed to the
     Underwriters, dated the Closing Date, to the effect set forth in Exhibit B.

          (d) The Representatives shall have received on the Closing Date an
     opinion of Simpson Thacher & Bartlett, counsel to the Underwriters, dated
     the Closing Date, and addressed to the Representatives, relating to the
     incorporation of the Guarantor, the validity of the Offered Securities and
     the Underwriting Agreement, the Registration Statement, the Prospectus and
     other related matters as the Underwriters may reasonably request. In
     rendering such opinion, such counsel may rely as to matters of Minnesota
     law upon the opinion of the General Counsel of the Guarantor being
     delivered pursuant to subsection (c).

          (e) The Representatives shall have received on the Closing Date an
     opinion of Squire, Sanders & Dempsey LLP, special tax counsel for the Trust
     and the Guarantor, dated the Closing Date and addressed to the
     Underwriters, to the effect set forth in Exhibit C.

          (f) The Representatives shall have received on the Closing Date an
     opinion of Richards, Layton & Finger, P.A., special Delaware counsel for
     the Trust and the Guarantor, dated the Closing Date and addressed to the
     Underwriters, to the effect set forth in Exhibit D.

          (g) At the time of execution of the applicable Underwriting Agreement,
     the Representatives shall have received a letter dated such date in form
     and substance satisfactory to the Representatives, from
     PricewaterhouseCoopers LLP, to the effect set forth in Exhibit E.

          (h) At Closing Date, the Representatives shall have received from
     Pricewaterhouse Coopers LLP a letter, dated as of the Closing Date, to the
     effect that they reaffirm the statements made in the letter furnished
     pursuant to subsection (g) of this Article.

          (i) On or prior to the Closing Date, Simpson Thacher & Bartlett,
     counsel to the Underwriters, shall have been furnished with such documents
     and opinions as they may reasonably require for the purpose of enabling
     them to pass upon the issuance and sale of the Offered Securities as herein
     contemplated and related proceedings, or in order to evidence the accuracy
     and completeness of any of the representations and warranties, or the
     fulfillment of any of the conditions, herein contained; and all proceedings
     taken by the Guarantor and the Trust in connection with the issuance and
     sale of the Offered Securities as herein contemplated shall be satisfactory
     in form and substance to the Underwriters and Simpson Thacher & Bartlett.

          (j) Since the date of the latest audited financial statements
     incorporated by reference in the Prospectus, there shall not have been any
     material adverse change in the condition, financial or otherwise, of the
     Trust or of the Guarantor and its subsidiaries considered as one
     enterprise, or in the earnings, affairs or business prospects of the Trust



                                        4
<PAGE>   5


     or of the Guarantor and its subsidiaries considered as one enterprise,
     whether or not arising in the ordinary course of business, other than as
     set forth in the Prospectus, and (ii) there shall not have occurred since
     the date of the applicable Underwriting Agreement any outbreak or
     escalation of hostilities or any material change in financial markets or
     other calamity or crisis the effect of which is such as to make it, in the
     judgment of the Representatives, impracticable or inadvisable to proceed
     with the public offering or the delivery of the Offered Securities on the
     terms and in the manner contemplated by the Prospectus, and (iii) trading
     in securities of the Guarantor as of the date of the Underwriting Agreement
     shall not have been suspended by the Commission or a national securities
     exchange, nor shall trading generally on either the American Stock Exchange
     or the New York Stock Exchange have been suspended, or minimum or maximum
     prices for trading of securities generally have been fixed, or maximum
     ranges for prices for securities (other than trading limits currently in
     effect and other similar trading limits) have been required, or trading
     otherwise materially limited, by either of said exchanges or by order of
     the Commission or any other governmental authority, nor shall a banking
     moratorium have been declared by either Federal or New York authorities nor
     shall a banking moratorium have been declared by the relevant authorities
     in the country or countries of origin of any foreign currency or currencies
     in which the Securities are denominated or payable, and (iv) the rating
     assigned by any nationally recognized statistical rating organization to
     any debt securities of the Guarantor as of the date of the Underwriting
     Agreement shall not have been downgraded nor shall any notice have been
     given by any such nationally recognized statistical rating organization of
     any intended or potential downgrading or any review for possible change
     that does not indicate the direction of the possible change in such rating,
     and (v) the Prospectus, at the time it was required to be delivered to a
     purchaser of the Offered Securities, shall not have contained an untrue
     statement of a material fact or omitted to state a material fact necessary
     in order to make the statements therein, in light of the circumstances
     existing at such time, not misleading.

          (k) The Representatives shall have received on the Closing Date a
     certificate of Wilmington Trust Company as Guarantee, Debenture, Property
     and Delaware Trustee.

          (l) The Trust Agreement, the Guarantee and the Indenture shall have
     been duly authorized, executed and delivered, in each case in a form
     reasonably satisfactory to the Representatives.

          (m) The Securities to be sold by the Trust at such time of delivery
     shall have been duly listed, subject to notice of issuance, on the New York
     Stock Exchange.

                                       VI

     In further consideration of the agreements of the Underwriters contained in
the Underwriting Agreement, the Guarantor and the Trust, jointly and severally,
covenant as follows:

          (a) The Guarantor and the Trust will give the Representatives notice
     of their intention to file any amendment to the Registration Statement or
     any amendment or



                                       5
<PAGE>   6


     supplement to the Prospectus, whether by the filing of documents pursuant
     to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     the Securities Act or otherwise. The Guarantor and the Trust will furnish
     the Representatives with copies of any such amendment or supplement or
     other documents, other than documents filed pursuant to the Exchange Act,
     proposed to be filed a reasonable time in advance of filing, and will
     furnish the Representatives with copies of documents filed pursuant to the
     Exchange Act promptly upon the filing thereof;

          (b) The Guarantor and the Trust will promptly notify the
     Representatives immediately (i) of the filing and effectiveness of any
     amendment to the Registration Statement, (ii) of the mailing or the
     delivery to the Commission for filing of any supplement to the Prospectus
     or any document to be filed pursuant to the Exchange Act which will be
     incorporated by reference in the Prospectus, (iii) of the receipt of any
     comments from the Commission with respect to the Registration Statement or
     the Prospectus or any amendment or supplement thereto, (iv) of any request
     by the Commission for any amendment to the Registration Statement or any
     amendment or supplement to the Prospectus or for additional information,
     (v) of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the initiation or threat of
     initiation of any proceedings for that purpose, or (vi) of the suspension
     of qualification of the Offered Securities for offering or sale in any
     jurisdiction or the initiation or threat of initiation of any proceedings
     for that purpose. The Guarantor and the Trust will make every reasonable
     effort to prevent the issuance of any stop order or suspension of
     qualification and, if any stop order or suspension of qualification is
     issued, to obtain the lifting thereof at the earliest possible moment;

          (c) If, during the period after the date of the first public offering
     of the Offered Securities when the Prospectus is required by law to be
     delivered, any event shall occur or condition exist as a result of which it
     is necessary, in the reasonable opinion of the counsel for the Underwriters
     or counsel for the Guarantor and the Trust, to further amend or supplement
     the Prospectus in order that the Prospectus will not include an untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein not misleading in the light of the
     circumstances existing at the time it is delivered to a purchaser, or if it
     shall be necessary, in the reasonable opinion of either such counsel, at
     any such time to amend or supplement the Registration Statement or the
     Prospectus in order to comply with the requirements of the Securities Act
     or the rules and regulations issued by the Commission thereunder immediate
     notice shall be given, and confirmed in writing, to the Representatives,
     and the Guarantor and the Trust will promptly prepare and file with the
     Commission such amendment or supplement, whether by filing documents
     pursuant to the Exchange Act, the Securities Act or otherwise, as may be
     necessary to correct such untrue statement or omission or to make the
     Registration Statement comply with such requirements;

          (d) The Guarantor and the Trust will make generally available to its
     security holders (as defined in Rule 158) as soon as practicable, but not
     later than 45 days after the close of each of the first three fiscal
     quarters of each fiscal year and 90 days after the close of each fiscal
     year, earnings statements (in form complying with the provisions of Rule
     158 under the Securities Act) covering a twelve month period beginning not
     later



                                       6
<PAGE>   7


     than the first day of the fiscal quarter next following the effective date
     of the Registration Statement (as defined in Rule 158) with respect to each
     sale of Securities;

          (e) The Guarantor and the Trust will deliver to the Representatives,
     without charge, as many signed and conformed copies of the Registration
     Statement (as originally filed) and of each amendment thereto (including
     exhibits filed therewith or incorporated by reference therein and documents
     incorporated by reference in the Prospectus) as the Representatives may
     reasonably request. The Guarantor and the Trust will furnish to the
     Representatives as many copies of the Prospectus (as amended or
     supplemented) as the Representatives shall reasonably request so long as
     the Underwriters are required to deliver a Prospectus in connection with
     the offering or sale of the Offered Securities;

          (f) The Guarantor and the Trust will endeavor, in cooperation with the
     Representatives, to qualify the Offered Securities for offering and sale
     under the applicable securities laws of such states and other jurisdictions
     of the United States as the Representatives may designate, and will
     maintain such qualifications in effect for as long as may be required for
     the distribution of the Offered Securities; provided, however, that neither
     the Guarantor nor the Trust shall be obligated to file any general consent
     to service of process or to qualify as a foreign corporation in any
     jurisdiction in which it is not so qualified. The Guarantor and the Trust
     will file such statements and reports as may be required by the laws of
     each jurisdiction in which the Securities have been qualified as above
     provided;

          (g) The Guarantor, during the period when the Prospectus is required
     to be delivered under the Securities Act, will file promptly all documents
     required to be filed with the Commission pursuant to Sections 13(a), 13(c),
     14 or 15(d) of the Exchange Act;

          (h) During the period of 30 days from the date of the Underwriting
     Agreement, the Guarantor and Trust will not offer, sell, contract to sell
     or otherwise dispose of any Securities, any other beneficial interest in
     the assets of the Trust, or any other securities of the Trust or any other
     similar trust which are substantially similar to the Offered Securities,
     including any guarantee of such securities, or any junior subordinated
     debentures of the Guarantor issued to the Trust or other similar trust, or
     any securities convertible into or exchangeable for or representing the
     right to receive Securities, or any such substantially similar securities
     of the Trust or any other similar trust, or any junior subordinated
     debentures of the Guarantor issued to the Trust or other similar trust,
     without the prior written consent of the Representatives;

          (i) The Guarantor will issue the Guarantee and the Junior Subordinated
     Debentures concurrently with the issue and sale of the Offered Securities
     as contemplated herein;

          (j) The Guarantor will use the net proceeds received by it from the
     sale of the Junior Subordinated Debentures, and to cause the Trust to use
     the net proceeds received by the Trust from the sale of Offered Securities
     pursuant to the Underwriting Agreement, in the manner specified in the
     Prospectus under the caption "Use of Proceeds", and to



                                       7
<PAGE>   8


     further cause the Trust to comply with the provisions of this Article VI
     that are applicable to it, including paragraph (h);

          (k) The Guarantor and the Trust will use their best efforts to list,
     subject to notice of issuance, the Offered Securities on the New York Stock
     Exchange;

          (l) To prepare the Prospectus as amended and supplemented in relation
     to the applicable Offered Securities in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Securities Act in the manner and within the time period required by
     Rule 424(b), and to make no further amendment or any supplement to the
     Registration Statement or Prospectus after the date of the Underwriting
     Agreement relating to such Offered Securities and prior to any Closing Date
     for such Offered Securities which shall be disapproved by the
     Representatives for such Offered Securities promptly after reasonable
     notice thereof.

                                      VII

     Each of the Guarantor and the Trust jointly and severally represents and
warrants to each Underwriter that:

          (a) The Registration Statement has been filed with the Commission in
     the form heretofore delivered or to be delivered to the Representatives
     and, excluding exhibits to the Registration Statement, but including all
     documents incorporated by reference in the Basic Prospectus, to the
     Representatives for each of the other Underwriters and the Registration
     Statement in such form has been declared effective by the Commission and no
     stop order suspending the effectiveness of the Registration Statement has
     been issued and no proceeding for that purpose has been initiated or
     threatened by the Commission;

          (b) The documents incorporated by reference in the Prospectus, at the
     time they were or hereafter are filed with the Commission, complied or will
     comply in all material respects with the requirements of the Exchange Act
     and the rules and regulations of the Commission thereunder, and when read
     together and with the other information in the Prospectus, at the time the
     Registration Statement became, and any amendments thereto become,
     effective, and as of the Closing Date, did not and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were or are made, not
     misleading;

          (c) The Registration Statement and the Prospectus, at the time the
     Registration Statement and each part thereof became or hereafter become
     effective, complied and any amendments or supplements thereto will comply,
     in all material respects with the requirements of the Securities Act and
     the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
     the rules and regulations of the Commission thereunder. The Registration
     Statement at the time the Registration Statement and each part thereof
     became effective did not and as of the Closing Date will not, contain an
     untrue statement of any material fact or omit to state a material fact
     required to be stated



                                       8
<PAGE>   9


     therein or necessary to make the statements therein not misleading. The
     Prospectus, as of the date it was filed with the Commission did not, and as
     of the Closing Date will not, contain an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information relating to an Underwriter
     furnished in writing to the Guarantor or the Trust by such Underwriter of
     Offered Securities through the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to such Offered Securities
     or to that part of the Registration Statement constituting the Statement of
     Eligibility and Qualification under the Trust Indenture Act (Form T-1) of
     the Trustee;

          (d) The Guarantor has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the State of Delaware,
     is duly registered as a bank holding company under the Bank Holding Company
     Act of 1956, as amended, with corporate power and authority to own, lease
     and operate its properties and conduct its business as described in the
     Registration Statement; and the Guarantor is duly qualified as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction in which its ownership or lease of substantial properties or
     the conduct of its business requires such qualification;

          (e) Each of U.S. Bank National Association and Firstar Bank, National
     Association, the Guarantor's principal subsidiary banks, has been duly
     incorporated and is validly existing as a national banking association in
     good standing under the laws of the United States and has corporate power
     and authority to own, lease and operate its properties and conduct its
     business as described in the Registration Statement; all of the issued and
     outstanding capital stock of each such bank has been duly authorized and
     validly issued and is fully paid and, except as provided in 12 U.S.C.
     Section 55, non-assessable; and 100% of the capital stock of each of U.S.
     Bank National Association and Firstar Bank, National Association, other
     than any director's qualifying shares, is owned by the Guarantor, directly
     or through subsidiaries, free and clear of any mortgage, pledge, lien,
     encumbrance, claim or equity;

          (f) The authorized capitalization of the Guarantor is as set forth in
     the Prospectus, and the shares of issued and outstanding capital stock set
     forth thereunder have been duly authorized and validly issued and are fully
     paid and non-assessable;

          (g) The Trust has been duly created and is validly existing as a
     statutory business trust in good standing under the Trust Agreement and the
     Business Trust Act of the State of Delaware and has the trust power and
     authority to own its properties and conduct its business as described in
     the Prospectus, and the Trust has conducted no business to date, and it
     will conduct no business in the future that would be inconsistent with the
     description of the Trust set forth in the Prospectus; the Trust is not a
     party to or bound by any agreement or instrument other than the
     Underwriting Agreement, the Trust Agreement and the agreements and
     instruments contemplated by the Trust Agreement; the Trust has no
     liabilities or obligations other than those arising out of the transactions
     contemplated by the Underwriting Agreement and the Trust Agreement and
     described in



                                       9
<PAGE>   10


     the Prospectus; based on expected operations and current law, the Trust is
     not and will not be classified as an association taxable as a corporation
     for United States federal income tax purposes; and the Trust is not a party
     to or subject to any action, suit or proceeding of any nature.

          (h) The Offered Securities have been duly authorized by the Trust
     Agreement and, when issued and delivered in accordance with the terms of
     the Underwriting Agreement, the Trust Agreement and the Prospectus, will be
     validly issued and, subject to the qualifications set forth herein, fully
     paid and nonassessable undivided beneficial interests in the assets of the
     Trust under the Trust Agreement and the Delaware Business Trust Act and
     will conform to the description of the Offered Securities contained in the
     Prospectus; the issuance of the Offered Securities is not subject to any
     preemptive or other similar rights; the Offered Securities will have the
     rights set forth in the Trust Agreement; and the holders of Offered
     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, provided that the holders of Offered Securities may be
     obligated, pursuant to the Trust Agreement, (a) to provide indemnity and/or
     security in connection with any taxes or governmental charges arising from
     transfers or exchanges of Capital Securities Certificates (as defined in
     the Trust Agreement) and the issuance of replacement Capital Securities
     Certificates and (b) to provide security and indemnity in connection with
     requests of or directions to the Property Trustee (as defined in the Trust
     Agreement) to exercise its rights and remedies under the Trust Agreement.

          (i) The Common Securities of the Trust to be sold to the Guarantor
     have been duly authorized by the Trust Agreement, and, when issued in
     accordance with the terms of the Trust Agreement and delivered to the
     Guarantor against payment therefor as described in the Prospectus, will
     represent validly issued undivided beneficial interests in the assets of
     the Trust and will conform to the description thereof contained in the
     Prospectus; the issuance of the Common Securities is not subject to
     preemptive or other similar rights; and at the Closing Date all of the
     issued and outstanding Common Securities of the Trust will be directly
     owned by the Guarantor free and clear of any security interest, mortgage,
     pledge, lien, encumbrance, claim or equity.

          (j) The Guarantee, the Junior Subordinated Debentures and the
     Indenture (the Guarantee, the Junior Subordinated Debentures, the Trust
     Agreement and the Indenture being collectively referred to as the
     "Guarantor Agreements") have each been duly authorized and when validly
     executed and delivered by the Guarantor will constitute valid and legally
     binding obligations of the Guarantor, enforceable in accordance with their
     respective terms, except as the enforceability thereof may be limited by
     (i) bankruptcy, insolvency, moratorium, reorganization, arrangement,
     liquidation, conservatorship, readjustment of debt, fraudulent transfer and
     other similar laws affecting the rights of creditors generally; and (ii)
     the discretion of any court of competent jurisdiction in awarding equitable
     remedies, including, without limitation, acceleration, specific performance
     or injunctive relief, and the effect of general principles of equity
     embodied in Minnesota, Delaware and New York statutes and common law. The
     Junior



                                       10
<PAGE>   11


     Subordinated Debentures are entitled to the benefits of the Indenture; and
     the Guarantor Agreements will conform to the descriptions thereof in the
     Prospectus.

          (k) The Trust Agreement has been duly authorized and when validly
     executed and delivered by the Guarantor and the Administrative Trustees as
     of the Closing Date will constitute a valid and binding obligation of the
     Guarantor and the Administrative Trustees, enforceable in accordance with
     its terms, subject to the effect upon the Trust Agreement of (i)
     bankruptcy, insolvency, moratorium, receivership, reorganization,
     liquidation, fraudulent conveyance or transfer and other similar laws
     relating to or affecting the rights and remedies of creditors generally,
     (ii) principles of equity, including applicable law relating to fiduciary
     duties (regardless of whether considered and applied in a proceeding in
     equity or at law), and (iii) the effect of applicable public policy on the
     enforceability of provisions relating to indemnification or contribution.

          (l) The execution and delivery by the Trust of, and the performance by
     the Trust of its obligations under, the Underwriting Agreement and the
     Trust Agreement do not violate (A) the Trust Agreement or the Certificate
     of Trust of the Trust, (B) any applicable Delaware law, rule or regulation
     or (C) any provision of applicable law of the State of Minnesota or the
     United States; will not contravene any provision of applicable law, the
     Trust Agreement, the certificate of incorporation or bylaws of the
     Guarantor or articles of association of bylaws of U.S. Bank National
     Association or Firstar Bank, National Association or any agreement or other
     instrument binding upon the Trust, the Guarantor, U.S. Bank National
     Association or Firstar Bank, National Association that is material to the
     Trust or to the Guarantor and its subsidiaries, taken as a whole, or any
     judgment, order or decree of any governmental body, agency or court having
     jurisdiction over the Trust; and no consent, approval, authorization,
     order, license, certificate, permit, registration or qualification of, or
     with, any governmental or regulatory body is required for the performance
     by the Trust of its obligations under the Underwriting Agreement or the
     Trust Agreement, except such as may be required by the securities or Blue
     Sky laws of the various states in connection with the offer and sale of the
     Offered Securities and Common Securities.

          (m) The execution and delivery by the Guarantor of, and the
     performance by the Guarantor of its obligations under the Underwriting
     Agreement and the Guarantor Agreements, will not contravene any provision
     of applicable law, the Trust Agreement, the certificate of incorporation or
     bylaws of the Guarantor or articles of association or bylaws of U.S. Bank
     National Association or Firstar Bank, National Association or any agreement
     or other instrument binding upon the Guarantor, U.S. Bank National
     Association or Firstar Bank, National Association that is material to the
     Guarantor and its subsidiaries, taken as a whole, or any judgment, order or
     decree of any governmental body, agency or court having jurisdiction over
     the Guarantor or any subsidiary; and no consent, approval, authorization or
     order of, or qualification with, any governmental or regulatory body is
     required for the performance by the Guarantor of its obligations under the
     Underwriting Agreement or the Guarantor Agreements, except such as may be
     required by the securities or Blue Sky laws of the various states in
     connection with the offer and sale of the Junior Subordinated Debentures.



                                       11
<PAGE>   12


          (n) Neither the Trust, the Guarantor nor U.S. Bank National
     Association is in violation of its organizational documents or in default
     in the performance or observance of any obligation, agreement, covenant or
     condition contained in any indenture, mortgage, deed of trust, loan
     agreement, lease or other agreement or instrument to which it is a party or
     by which it or any of its properties may be bound, which violation or
     default would be material to the Trust or to the Guarantor and its
     subsidiaries taken as a whole.

          (o) The statements set forth in the Prospectus under the captions
     "About U.S. Bancorp," "About the Trusts," "Description of Junior
     Subordinated Debentures," "Description of Capital Securities," "Description
     of the Guarantee," "Plan of Distribution," "U.S. Bancorp," "USB Capital
     III," "Certain Terms of Capital Securities," "Certain Terms of Junior
     Subordinated Debentures," "Relationship Among the Capital Securities, the
     Junior Subordinated Debentures and the Guarantee," "United States Federal
     Income Tax Consequences," "Underwriting" and such other sections as may be
     identified in the Underwriting Agreement, are accurate, complete and fair.

          (p) The Trust is not, and after giving effect to the offering and sale
     of the Offered Securities and the application of the proceeds thereof as
     described in the Prospectus will not be, an "investment company" that is
     required to be registered under the Investment Company Act of 1940, as
     amended, and the Guarantor is not, and after giving effect to the issuance
     of the Junior Subordinated Debentures and the application of the proceeds
     thereof as described in the Prospectus will not be an "investment company"
     that is required to be registered under the Investment Company Act of 1940,
     as amended.

          (q) Each of the Trust, the Guarantor and the subsidiaries of the
     Guarantor own or possess or have obtained all material governmental
     licenses, permits, consents, orders, approvals and other authorizations
     necessary to lease or own, as the case may be, and to operate their
     respective properties and to carry on their respective businesses as
     presently conducted;

          (r) Each of the Trust, the Guarantor and the subsidiaries of the
     Guarantor own or possess adequate trademarks, service marks and trade names
     necessary to conduct the business now operated by them, and neither the
     Trust, the Guarantor nor any of the subsidiaries of the Guarantor has
     received any notice of infringement of or conflict with asserted rights of
     others with respect to any trademarks, service marks or trade names which,
     singly or in the aggregate, if the subject of an unfavorable decision,
     ruling or finding, would materially adversely affect the conduct of the
     business, operations, financial condition or income of the Trust or of the
     Guarantor and its subsidiaries considered as one enterprise;

          (s) There is no action, suit or proceeding before or by any court or
     governmental agency or body, domestic or foreign, now pending, or, to the
     knowledge of the Trust or the Guarantor, threatened against or affecting,
     the Trust or the Guarantor or any of the subsidiaries of the Guarantor,
     which might result in any material adverse change in the condition,
     financial or otherwise, of the Trust or the Guarantor and the subsidiaries
     of the Guarantor considered as one enterprise, or in the business prospects
     of



                                       12
<PAGE>   13


     the Guarantor and the subsidiaries of the Guarantor considered as one
     enterprise, or might materially and adversely affect the properties or
     assets thereof or might materially and adversely affect the consummation of
     this Agreement and the consummation of the transactions contemplated
     hereby; and there are no material contracts or documents of the Trust or
     the Guarantor or any of the subsidiaries of the Guarantor which are
     required to be filed as exhibits to the Registration Statement by the
     Securities Act or by the rules and regulations of the Commission thereunder
     which have not been so filed;

          (t) No labor dispute with the employees of the Guarantor or any of its
     subsidiaries exists or, to the knowledge of the Guarantor, is imminent;

          (u) The accountants who certified the financial statements included or
     incorporated by reference in the Prospectus are independent public
     accountants as required by the Securities Act and the rules and regulations
     issued by the Commission thereunder;

          (v) The financial statements of the Guarantor and its consolidated
     subsidiaries included or incorporated by reference in the Prospectus
     present fairly the financial position of the Guarantor and its consolidated
     subsidiaries as at the dates indicated and the results of their operations
     for the periods specified; except as stated therein, said financial
     statements have been prepared in conformity with generally accepted
     accounting principles applied on a consistent basis; and the pro forma
     financial information, and the related notes thereto, included or
     incorporated by reference to the Prospectus has been prepared in accordance
     with the applicable requirements of the Securities Act and the Exchange Act
     and the rules and regulations issued by the Commission thereunder;

          (w) Since the respective dates as of which information is given in the
     Registration Statement and the Prospectus, except as otherwise stated
     therein or contemplated thereby, (A) there has been no material adverse
     change in the condition, financial or otherwise, of the Trust or the
     Guarantor and the subsidiaries of the Guarantor considered as one
     enterprise or in the earnings, affairs or business prospects of the Trust
     or the Guarantor and the subsidiaries of the Guarantor considered as one
     enterprise, whether or not arising in the ordinary course of business, and
     (B) there have been no material transactions entered into by the Trust or
     the Guarantor, or any of the subsidiaries of the Guarantor other than those
     in the ordinary course of business; and

          (x) This Agreement has been duly authorized, executed and delivered by
     the Guarantor and the Trust.

          (y) Immediately prior to the closing of the transactions contemplated
     hereby on each Closing Date, the Guarantor will have good and valid title
     to the Offered Securities to be sold by it hereunder, free and clear of all
     liens, encumbrances, equities or claims; and upon delivery of the Offered
     Securities and payment therefor pursuant hereto, good and valid title to
     the Offered Securities, free and clear of all liens, encumbrances, equities
     or claims, will pass to the several Underwriters.



                                       13
<PAGE>   14


                                      VIII

          (a) The Guarantor and the Trust agree, jointly and severally, to
     indemnify and hold harmless each Underwriter and each person, if any, who
     controls such Underwriter (each an "Indemnified Person") within the meaning
     of Section 15 of the Securities Act or Section 20 of the Exchange Act as
     follows:

               (i) against any and all loss, liability, claim, damage and
          expense whatsoever arising out of any untrue statement or alleged
          untrue statement of a material fact contained in the Registration
          Statement (or any amendment thereto), or the omission or alleged
          omission therefrom of a material fact required to be stated therein or
          necessary to make the statements therein not misleading or arising out
          of any untrue statement or alleged untrue statement of a material fact
          contained in the Prospectus (or any amendment or supplement thereto or
          any related preliminary prospectus or preliminary prospectus
          supplement) or the omission or alleged omission therefrom of a
          material fact necessary in order to make the statements therein, in
          light of the circumstances under which they were made, not misleading,
          unless such untrue statement or omission was made in reliance upon and
          in conformity with written information relating to such Indemnified
          Person furnished to the Guarantor or the Trust by the Representatives
          expressly for use in the Registration Statement (or any amendment
          thereto) or the Prospectus (or any amendment or supplement thereto or
          any related preliminary prospectus or preliminary prospectus
          supplement);

               (ii) against any and all loss, liability, claim, damage and
          expense whatsoever to the extent of the aggregate amount paid in
          settlement of any litigation, or investigation or proceeding by any
          governmental agency or body, commenced or threatened, or of any claim
          whatsoever based upon any such untrue statement or omission, or any
          such alleged untrue statement or omission (except as made in reliance
          upon and in conformity with information relating to such Indemnified
          Person furnished by the Representatives as aforesaid) if such
          settlement is effected with the written consent of the Guarantor or
          the Trust (which consent shall not be unreasonably withheld or
          delayed); and

               (iii) against any and all expense whatsoever (including the fees
          and disbursements of counsel chosen by such Indemnified Person), as
          incurred, reasonably incurred in investigating, preparing or defending
          against any litigation, or investigation or proceeding by any
          governmental agency or body, commenced or threatened, or any claim
          whatsoever based upon any such untrue statement or omission, or any
          such alleged untrue statement or omission (except as made in reliance
          upon and in conformity with information relating to such Indemnified
          Person furnished by the Representatives as aforesaid), to the extent
          that any such expense is not paid under (i) or (ii) above.

          (b) Each Underwriter, severally and not jointly, will indemnify and
     hold harmless the Guarantor and the Trust, each of their respective
     directors or trustees, each of their officers who signed the Registration
     Statement, and each person, if any, who controls the Guarantor or the Trust
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act against any and all loss, liability, claim, damage and expense
     described in the indemnity contained in subsection (a) of this Section, but
     only with respect to untrue statements or



                                       14
<PAGE>   15


     omissions, or alleged untrue statements or omissions, made in the
     Registration Statement (or any amendment thereto) or the Prospectus (or any
     amendment or supplement thereto or any related preliminary prospectus or
     preliminary prospectus supplement) in reliance upon and in conformity with
     written information relating to such Underwriter furnished to the Guarantor
     or the Trust by the Representatives expressly for use in the Registration
     Statement (or any amendment thereto) or the Prospectus (or any amendment or
     supplement thereto or any related preliminary prospectus or preliminary
     prospectus supplement).

          (c) Each indemnified party shall give prompt notice to each
     indemnifying party of any action commenced against it in respect of which
     indemnity may be sought hereunder but failure to so notify an indemnifying
     party shall not relieve it from any liability which it may have otherwise
     than on account of this indemnity agreement. An indemnifying party may
     participate at its own expense in the defense of such action. In no event
     shall the indemnifying parties be liable for the fees and expenses of more
     than one counsel (in addition to any local counsel) for all indemnified
     parties in connection with any one action or separate but similar or
     related actions in the same jurisdiction arising out of the same general
     allegations or circumstances; provided, however, that when more than one of
     the Underwriters is an indemnified party each such Underwriter shall be
     entitled to separate counsel (in addition to any local counsel) in each
     such jurisdiction to the extent such Underwriter may have interests
     conflicting with those of the other Underwriter or Underwriters because of
     the participation of one Underwriter in a transaction hereunder in which
     the other Underwriter or Underwriters did not participate. No indemnifying
     party shall, without the prior written consent of the indemnified party,
     effect any settlement of any pending or threatened proceeding in respect of
     which any indemnified party is or could have been a party and indemnity
     could have been sought hereunder by such indemnified party, unless such
     settlement includes an unconditional release of such indemnified party from
     all liability on claims that are the subject matter of such proceeding.

          (d) In order to provide for just and equitable contribution in
     circumstances in which the indemnity agreement provided for in this Section
     VIII is for any reason held to be unavailable to the Underwriters in
     accordance with its terms, the Guarantor, the Trust and the Underwriters
     shall contribute to the aggregate losses, liabilities, claims, damages and
     expenses of the nature contemplated by said indemnity agreement incurred by
     the Guarantor and the Trust on the one hand and the Underwriters on the
     other with respect to Securities sold to the Underwriters in such
     proportions as is appropriate to reflect the relative benefits received by
     the Guarantor and the Trust on the one hand and the Underwriters on the
     other. The relative benefits received by the Guarantor and the Trust on the
     one hand and the Underwriters on the other shall be deemed to be in such
     proportion represented by the percentage that the total commissions and
     underwriting discounts received by the Underwriters to the date of such
     liability bears to the total sales price (before deducting expenses)
     received by the Trust from the sale of the Offered Securities made to the
     Underwriters to the date of such liability, and the Guarantor and the Trust
     are responsible for the balance. If, however, the allocation provided by
     the immediately preceding sentence is not permitted by applicable law or if
     the Underwriters failed to give the notice required under (c), then the
     Guarantor and the Trust on the one hand and the Underwriters on the other
     shall contribute to such aggregate losses, liabilities, claims, damages and
     expenses in such proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of the Guarantor and the
     Trust on the one hand and the Underwriters on the other in connection with
     the statements or omissions which resulted in such liabilities, claims,
     damages



                                       15
<PAGE>   16


     and expenses, as well as any other relevant equitable considerations. The
     relative fault 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 Guarantor and the Trust or the Representatives
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission. The
     Guarantor, the Trust and the Underwriters agree that it would not be just
     and equitable if contributions pursuant to this paragraph were determined
     pro rata (even if the Underwriters were treated as one entity for such
     purpose) or by any other method of allocation which does not take account
     of the equitable considerations referred to in this paragraph.
     Notwithstanding the provisions of this paragraph, the Underwriters shall
     not be required to contribute any amount in excess of the amount by which
     the total price at which the Securities referred to in the second sentence
     of this paragraph that were offered and sold to the public through the
     Underwriters exceeds the amount of any damages that the Underwriters have
     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 Securities
     Act) shall be entitled under this paragraph to contribution from any person
     who was not guilty of such fraudulent misrepresentation. For purposes of
     this Section, each person, if any, who controls any Underwriter within the
     meaning of Section 15 of the Securities Act or Section 20 of the Exchange
     Act shall have the same rights to contribution as such Underwriter, and
     each director of the Guarantor, each trustee of the Trust, each officer of
     the Guarantor and the Trust who signed the Registration Statement, and each
     person, if any, who controls the Guarantor or the Trust within the meaning
     of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
     have the same rights to contribution as the Guarantor and the Trust.

                                       IX

     The indemnity and contribution agreements contained in Section VIII hereof
and the representations and warranties of the Guarantor and the Trust in this
Agreement or in any certificate submitted pursuant hereto shall remain operative
and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by any Underwriter or on behalf of any
Underwriter or any person controlling any Underwriter or by or on behalf of the
Guarantor and the Trust or each of their respective directors or trustees or
each of their officers or any person controlling the Guarantor and the Trust and
(iii) acceptance of any payment for any of the Offered Securities, if any.

                                       X

     If any Underwriter shall default in its obligation to purchase the Offered
Securities, which it has agreed to purchase hereunder, the Representatives may
in their discretion arrange for themselves or another party or other parties to
purchase such Offered Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Offered Securities then the Guarantor and
the Trust shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to the Representatives to
purchase such Offered Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Guarantor and the
Trust that they have so arranged for the purchase of



                                       16

<PAGE>   17


such Offered Securities or the Guarantor or the Trust notify the Representatives
that it has so arranged for the purchase of such Offered Securities, the
Representatives, the Guarantor or the Trust shall have the right to postpone the
Closing Date for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus, or in any other documents or arrangements, and the Guarantor and
the Trust agree to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the reasonable opinion of the
Representatives may thereby be made necessary. The term "Underwriters" as used
in this Agreement shall include any person substituted under this Section X with
like effect as if such person had originally been a party to this Agreement with
respect to such Offered Securities.

     If, after giving effect to any arrangements for the purchase of the Offered
Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Guarantor and the Trust as provided in the immediately preceding
paragraph hereof, the aggregate principal amount of such Offered Securities
which remains unpurchased does not exceed one-eleventh of the aggregate
principal amount of all the Offered Securities then the Guarantor and the Trust
shall have the right to require each non-defaulting Underwriter to purchase the
Offered Securities which such Underwriter agreed to purchase hereunder and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Offered Securities which such
Underwriter agreed to purchase hereunder) of the Offered Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

     If, after giving effect to any arrangements for the purchase of the Offered
Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Guarantor and the Trust as provided in the first paragraph of this
Section X, the aggregate principal amount of Offered Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Offered Securities or if the Guarantor and the Trust shall not exercise the
right described in the immediately preceding paragraph to require non-defaulting
Underwriters to purchase Offered Securities of a defaulting Underwriter or
Underwriters, then this Agreement shall thereupon terminate, without liability
on the part of any non-defaulting Underwriters, the Guarantor or the Trust,
except for the expenses to be borne by the Guarantor, the Trust and the
Underwriters as provided in Section XI hereof and the indemnity and contribution
agreements in Section VIII hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

                                       XI

     The Guarantor covenants and agrees with the several Underwriters that the
Guarantor will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Guarantor's and the Trust's counsel and
accountants in connection with the registration of the Securities under the
Securities Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and to dealers; (ii) the cost of printing this
Agreement and any Blue Sky and legal investment memoranda; (iii) all expenses in
connection with the qualification of the Offered Securities for offering and
sale under state securities laws as provided in Section VI hereof, including the
fees



                                       17
<PAGE>   18


and disbursements of counsel in connection with such qualification and in
connection with the preparation of any Blue Sky memorandum or any Blue Sky and
legal investment surveys; (iv) any fees charged by securities rating services
for rating the Securities; (v) the cost of preparing the Securities; (vi) the
fees and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture, the
Trust Agreement and the Securities; (vii) the fees and expenses incident to any
Overallotment Options which are not otherwise specifically provided for in this
section; and (viii) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section XI. It is understood, however, that, except as provided in this
Section XI and Sections VIII and XII hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, transfer
taxes on resale of any of the Offered Securities by them and any advertising
expenses connected with any offers they may make.

                                      XII

     If the Underwriting Agreement shall be terminated by the Underwriters or
any of them, because of any failure or refusal on the part of the Guarantor or
the Trust to comply with the terms or to fulfill any of the conditions of the
Underwriting Agreement, or if for any reason the Guarantor or the Trust shall be
unable to perform its obligations under the Underwriting Agreement except
pursuant to Article X hereof, the Guarantor will reimburse the Underwriters or
such Underwriters as have so terminated the Underwriting Agreement with respect
to themselves, severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with the Offered Securities.

                                      XIII

     In all dealings hereunder, the Representatives of the Underwriters of
Offered Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the representatives, if any, as may be
designated for such purpose hereunder.

     All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent by
registered mail to the address of the principal offices of the Representatives
and if to the Guarantor or the Trust shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Guarantor set forth
in the Registration Statement, Attention: Treasurer; provided, however, that any
notice to an Underwriter pursuant to Section VIII hereof shall be delivered or
sent by registered mail to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Underwriters'
Questionnaire, which address will be supplied to the Guarantor by the
Representatives upon request.




                                       18

<PAGE>   19


                                      XIV

     This Agreement shall be binding upon, and inure solely to the benefit of,
the Underwriters, the Guarantor, the Trust and, to the extent provided in
Section VIII hereof, the officers and directors of the Guarantor, the Trust and
each person who controls the Guarantor or the Trust or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Offered Securities from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

                                       XV

     Time shall be of the essence of this Agreement.

     This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

     This Agreement and the rights and obligations of the parties created hereby
shall be governed by the laws of the State of New York.





                                       19


<PAGE>   20


                                                                       EXHIBIT A


               Opinion of Counsel for the Trust and the Guarantor


     The opinion or opinions of Squire, Sanders & Dempsey L.L.P., counsel for
the Trust and the Guarantor, to be delivered pursuant to Section V(b) of the
Agreement, shall be to the following effect (all terms used herein which are
defined in the Agreement have the meanings set forth therein):

          (i) The Guarantor has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the State of Delaware.

          (ii) The Guarantor has corporate power and authority to own, lease and
     operate its properties and conduct its business as described in the
     Prospectus.

          (iii) Each of U.S. Bank National Association and Firstar Bank,
     National Association has been duly incorporated and is validly existing as
     a national banking association in good standing under the laws of the
     United States, and has corporate power and authority to own, lease and
     operate its properties and conduct its business as described in the
     Prospectus.

          (iv) The Underwriting Agreement has been duly authorized, executed and
     delivered by the Guarantor and the Trust.

          (v) Each of the Trust Agreement, the Indenture, and the Guarantee has
     been duly and validly authorized, executed and delivered by the Guarantor
     and constitutes a valid and binding agreement of the Guarantor, enforceable
     in accordance with its terms, subject to (A) applicable bankruptcy,
     insolvency reorganization, moratorium, fraudulent transfer and other
     similar laws affecting creditors' rights generally from time to time in
     effect, and (B) general principles of equity, regardless of whether
     considered in a proceeding in equity or at law and an implied covenant of
     good faith and fair dealing. Each of the Trust Agreement, the Guarantee and
     the Indenture has been duly qualified under the Trust Indenture Act.

          (vi) The Junior Subordinated Debentures have been duly and validly
     authorized by all necessary corporate action and, when authenticated by the
     Debenture Trustee, executed, issued and delivered in the manner provided in
     the Indenture, will constitute valid and binding obligations of the
     Guarantor, entitled to the benefits of the Indenture and enforceable
     against the Guarantor in accordance with their terms, subject to (A)
     applicable bankruptcy, insolvency reorganization, moratorium, fraudulent
     transfer and other similar laws affecting creditors' rights generally from
     time to time in effect, and (B) general principles of equity, regardless of
     whether considered in a proceeding in equity or at law and an implied
     covenant of good faith and fair dealing.

          (vii) The statements in the Prospectus under the captions "Description
     of Junior Subordinated Debentures", "Description of the Capital
     Securities", "Description of Guarantee", "Relationship Among the Capital
     Securities, the Junior Subordinated Debentures and the Guarantee" (in each
     of the Prospectus and the Prospectus



                                      -A1-

<PAGE>   21


     Supplement), "Certain Terms of the Capital Securities", "Certain Terms of
     the Junior Subordinated Debentures", insofar as these statements are
     descriptions of contracts, agreements or other legal documents or describe
     federal statutes, rules and regulations, are in all material respects
     accurate summaries of the matters referred to therein.

          (viii) The Exchange Act reports incorporated by reference into the
     Registration Statement (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion), when
     they were filed with the Commission, complied as to form in all material
     respects with the requirements of the Exchange Act, and the rules and
     regulations of the Commission thereunder; and such counsel has no reason to
     believe that any of such documents, when they were so filed, as of its date
     contained an untrue statement of a material fact or omitted to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made when such documents
     were so filed, not misleading.

          (ix) The Registration Statement, as of its effective date, and the
     Prospectus, as of its issue date (other than financial statements and
     related schedules therein, as to which such counsel need express no
     opinion), complied as to form in all material respects with the
     requirements of the Securities Act and the rules and regulations of the
     Commission thereunder.

          (x) Neither the Trust nor the Guarantor is, and after giving effect to
     the application of proceeds from the offering of the Securities as
     contemplated in the Prospectus, will be, an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.

          (xi) No consent, approval, license, authorization, or order of any
     court or governmental authority or agency is required in connection with
     the issuance or sale of the Securities, the Junior Subordinated Debentures
     or the Guarantee, except such as may be required under state securities or
     Blue Sky laws.

          (xii) No consent, approval, license, authorization, or order of any
     federal or Delaware court or federal or Delaware government authority or
     agency is required for the performance by the Trust and the Guarantor of
     their obligations under this Agreement or the consummation of the
     transactions contemplated hereby.

          (xiii) To the best of such counsel's knowledge, there are no
     contracts, indentures, mortgages, loan agreements, notes, leases or other
     instruments required to be described or referred to in the Prospectus or
     filed as exhibits to the Registration Statement other than those described
     or referred to therein or incorporated by reference and the description
     thereof or references thereto are correct.

          (xiv) The execution and delivery of the Underwriting Agreement, the
     Trust Agreement, the Guarantee, the Indenture, the issuance of the
     Guarantee and the Junior Subordinated Debentures, and the consummation of
     the transactions contemplated herein and therein, and the performance of
     the obligations hereunder and thereunder will not



                                      -A2-

<PAGE>   22


     result in a violation of any federal or state law nor will such action
     result in any violation of the provisions of the charter or bylaws of the
     Guarantor.

          (xv) The execution and delivery of the Underwriting Agreement by the
     Trust and the performance by the Trust of its obligations hereunder, the
     issuance and sale of the Securities and the Common Securities by the Trust
     and the consummation of the other transactions contemplated hereby will not
     violate any provision of federal law or, to the best knowledge of such
     counsel, any agreement or instrument binding upon the Trust or any
     judgment, order or decree of any governmental body, agency or court having
     jurisdiction over the Trust, except such contravention as would not,
     individually or in the aggregate, have a material adverse effect on the
     condition (financial or other), business, properties, net worth or results
     of operations of the Trust.

          (xvi) Upon payment for, and delivery of, the Securities to be sold by
     the Guarantor under the Underwriting Agreement in accordance with the terms
     hereof, the Underwriters will acquire all of the rights of the Guarantor in
     the Securities and will also acquire the interest of the Guarantor in the
     Securities free of any adverse claim (within the meaning of the Uniform
     Commercial Code), assuming that the Underwriters have no notice of any such
     adverse claim.

     Such counsel shall also have furnished to the Representatives a written
statement, addressed to the Underwriters and dated the Closing Date, in form and
substance satisfactory to the Representatives, to the effect that (x) such
counsel has acted as counsel to the Guarantor in connection with the preparation
of the Registration Statement, the Prospectus and the documents incorporated by
reference therein, and in the course of preparation of those documents such
counsel has participated in conferences with representatives of the Guarantor
and with representatives of PricewaterhouseCoopers LLP and (y) based upon such
counsel's examination of the Registration Statement, the Prospectus and the
documents incorporated by reference therein, such counsel's investigations made
in connection with the preparation of the Registration Statement, the Prospectus
and the documents incorporated by reference therein and such counsel's
participation in the conferences referred to above, such counsel has no reason
to believe that (other than the financial statements, schedules and other
financial data included therein as to which no statement need be rendered) the
Registration Statement, as of its effective date and as of the date of the
Annual Report on Form 10-K of the Guarantor for the fiscal year ended December
31, 2000 (including such documents incorporated by reference), 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 Prospectus (including such documents incorporated by
reference) contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.




                                      -A3-

<PAGE>   23


                                                                       EXHIBIT B


                   Opinion of General Counsel of the Guarantor


     The opinion of the General Counsel of the Guarantor, to be delivered
pursuant to Section V(c) of the Agreement, shall be to the following effect (all
terms used herein which are defined in the Agreement have the meanings set forth
therein):

          (i) The Guarantor is duly qualified to do business as a foreign
     corporation and is in good standing in each U.S. jurisdiction in which its
     ownership or lease of substantial properties or the conduct of its business
     requires such qualification, except where the failure so to qualify would
     not have a material adverse effect on the Guarantor and its subsidiaries,
     taken as a whole.

          (ii) Each of U.S. Bank National Association and Firstar Bank, National
     Association is lawfully able to transact business in each jurisdiction in
     which it owns or leases substantial properties or conducts business, except
     for the jurisdictions in which the failure to be lawfully able to conduct
     business would not have a material adverse effect on U.S. Bank National
     Association or Firstar Bank, National Association and their respective
     subsidiaries, taken as a whole.

          (iii) There are no pending or, to the best of the knowledge of such
     counsel, overtly threatened lawsuits or claims against the Guarantor or its
     subsidiaries which are required to be disclosed in the Prospectus that are
     not disclosed as required.

          (iv) To the best of the knowledge of such counsel, there are no legal
     or governmental proceedings pending or threatened against the Trust or to
     which the Trust or any of its property is subject, that are required to be
     described in the Prospectus that are not described as required and there
     are no agreements, contracts, indentures, leases or other instruments of
     the Trust that are required to be described in the Prospectus that are not
     described as required.

          (v) The execution and delivery of the Underwriting Agreement, the
     Trust Agreement, the Guarantee, the Indenture, the issuance of the
     Guarantee and the Junior Subordinated Debentures, and the consummation of
     the transactions contemplated herein and therein, and the performance of
     the obligations thereunder will not conflict with or result in the creation
     or imposition of any lien, charge or encumbrance upon any property or
     assets of the Guarantor or any subsidiary pursuant to any contract,
     indenture, mortgage, loan agreement, note, lease or other instrument to
     which the Guarantor or any of its subsidiaries is a party or by which it or
     any of them may be bound or to which any of the property or assets of the
     Guarantor or any of its subsidiaries is subject and that is material to the
     Guarantor and its subsidiaries, taken as a whole.



                                      -B1-
<PAGE>   24


                                                                       EXHIBIT C


          Opinion of Special Tax Counsel of the Trust and the Guarantor


     The statements set forth in the Prospectus under the caption "United States
Federal Income Tax Consequences," insofar as they purport to constitute
summaries of matters of United States federal tax law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters
described therein in all material respects. In addition, the opinion or opinions
of Squire, Sanders & Dempsey LLP, to be delivered pursuant to Section V(e) of
the Agreement, shall confirm the opinions set forth in the Prospectus under the
caption "United States Federal Income Tax Consequences."






                                      -C1-

<PAGE>   25


                                                                       EXHIBIT D


       Opinion of Special Delaware Counsel for the Trust and the Guarantor


     The opinion or opinions of Richards, Layton & Finger, P.A., special
Delaware counsel for the Trust and the Guarantor, to be delivered pursuant to
Section V(f) of the Agreement, shall be to the following effect (all terms used
herein which are defined in the Agreement have the meanings set forth therein):

          (i) The Trust has been duly created and is validly existing in good
     standing as a business trust under the Delaware Business Trust Act, and all
     filings required under the laws of the State of Delaware with respect to
     the creation and valid existence of the Trust as a business trust have been
     made.

          (ii) Under the Delaware Business Trust Act and the Trust Agreement,
     the Trust has the trust power and authority (A) to execute and deliver, and
     to perform its obligations under, the Underwriting Agreement, (B) to issue
     and perform its obligations under the Securities and the Common Securities
     and (C) to own its property and conduct its business, all as described in
     the Prospectus.

          (iii) Under the Delaware Business Trust Act and the Trust Agreement,
     (A) the execution and delivery by the Trust of the Underwriting Agreement
     and the performance by the Trust of its obligations thereunder, have been
     duly authorized by all necessary trust action on the part of the Trust and
     (B) the Guarantor is authorized to execute and deliver the Underwriting
     Agreement on behalf of the Trust.

          (iv) The Trust Agreement constitutes a valid and binding obligation of
     the Guarantor and each trustee of the Trust, and is enforceable against the
     Guarantor and each trustee of the Trust, in accordance with its terms.

          (v) The Common Securities have been duly authorized by the Trust
     Agreement and, when issued and delivered by the Trust to the Guarantor in
     exchange for the Junior Subordinated Debentures as described in the
     Prospectus, will be duly and validly issued and, subject to the
     qualifications set forth in this paragraph (v), will be fully paid
     undivided beneficial interests in the assets of the Trust. We note that the
     holder of the Common Securities may be obligated, pursuant to the Trust
     Agreement, (A) to provide indemnity and/or security in connection with and
     pay taxes or governmental charges arising from transfers or exchanges of
     the certificates representing the Common Securities and the issuance of
     replacement certificates representing the Common Securities, (B) to provide
     security or indemnity in connection with requests of or directions to the
     Property Trustee to exercise its rights and powers under the Trust
     Agreement and (C) will be liable for the debts and obligations of the Trust
     to the extent provided in Section 9.1 of the Trust Agreement.

          (vi) The Securities have been duly authorized by the Trust Agreement
     and, when issued and delivered by the Trust to the Guarantor in exchange
     for the Junior Subordinated Debentures as described in the Prospectus, will
     be duly and validly issued and, subject to the qualifications set forth in
     this paragraph (vi), will be fully paid and



                                      -D1-
<PAGE>   26


     nonassessable undivided beneficial interests in the assets of the Trust and
     will be entitled to the benefits of the Trust Agreement. The holders of the
     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. We note that such holders may be obligated, pursuant to
     the Trust Agreement, (A) to provide indemnity and/or security in connection
     with and pay taxes or governmental charges arising from transfers or
     exchanges of the certificates representing the Securities and the issuance
     of replacement certificates representing the Securities, and (B) to provide
     security or indemnity in connection with requests of or directions to the
     Property Trustee to exercise its rights and powers under the Trust
     Agreement.

          (vii) Under the Delaware Business Trust Act and the Trust Agreement,
     (A) the issuance of the Securities and the Common Securities is not subject
     to preemptive or other similar rights and (B) the Trust is not authorized
     to issue any securities other than the Securities and the Common
     Securities.

          (viii) The issuance and sale by the Trust of the Securities and the
     Common Securities, the execution, delivery and performance by the Trust of
     the Underwriting Agreement, the consummation by the Trust of the
     transactions contemplated thereby and compliance by the Trust with its
     obligations thereunder, (A) do not violate (I) any of the provisions of the
     Certificate of Trust of the Trust or the Trust Agreement or (II) any
     applicable Delaware law or administrative regulation thereunder which is
     applicable to the Trust, and (B) do not require any consent, approval,
     license, authorization or validation of, or filing or registration with,
     any Delaware legislative, administrative or regulatory body under the laws
     or administrative regulations of the State of Delaware.

          (ix) Assuming that the Trust is treated as a grantor trust under the
     Internal Revenue Code of 1986, as amended, the holders of the Securities
     (other than those holders of Securities who reside or are domiciled in the
     State of Delaware) will have no liability for income taxes imposed by the
     State of Delaware solely as a result of their participation in the Trust,
     and the Trust will not be liable for any income tax imposed by the State of
     Delaware.




                                      -D2-
<PAGE>   27


                                                                       EXHIBIT E


                       Letter from PricewaterhouseCoopers


     The Letter of PricewaterhouseCoopers to be delivered pursuant to Section
V(g) of the Agreement shall be to the following effect (all terms used herein
which are defined in the Agreement have the meanings set forth therein):

          (i) They are independent public accountants with respect to the
     Guarantor and its subsidiaries within the meaning of the Securities Act and
     the applicable published rules and regulations thereunder.

          (ii) In their opinion, the consolidated financial statements and
     schedules audited by them and included in the Prospectus comply as to form
     in all material respects with the applicable accounting requirements of the
     Securities Act, the Exchange Act, as applicable, and the published rules
     and regulations thereunder.

          (iii) They have made a review of any unaudited consolidated financial
     statements included in the Prospectus in accordance with standards
     established by the American Institute of Certified Public Accountants, as
     indicated in their report or reports attached to such letter.

          (iv) On the basis of the review referred to in (iii) and a reading of
     the latest available interim financial statements of the Guarantor and its
     consolidated subsidiaries, inspection of the minute books of the Guarantor
     and U.S. Bank National Association and Firstar Bank, National Association
     since the date of the balance sheet included in the Guarantor's most recent
     audited financial statements, inquiries of officials of the Guarantor
     responsible for financial and accounting matters and other procedures,
     nothing came to their attention that caused them to believe that the
     unaudited financial statements included in the Prospectus do not comply as
     to form in all material respects with the applicable accounting
     requirements of the Securities Act, the Exchange Act, and the published
     rules and regulations thereunder or that the unaudited financial statements
     are not presented in conformity with generally accepted accounting
     principles applied on a basis consistent in all material respects with that
     of the audited financial statements included in the Prospectus.

          (v) They have performed specified procedures, not constituting an
     audit, including a reading of the latest available interim financial
     statements of the Guarantor and its consolidated subsidiaries, a reading of
     the minute books of the Guarantor and U.S. Bank National Association and
     Firstar Bank, National Association since the date of the balance sheet
     included in the Guarantor's most recent audited financial statements,
     inquiries of officials of the Guarantor responsible for financial and
     accounting matters and such other inquiries and procedures as may be
     specified in such letter, and on the basis of such inquiries and procedures
     nothing came to their attention that caused them to believe that:

               (A) at the date of the latest available consolidated balance
          sheet read by such accountants, or at a subsequent specified date not
          more than five days prior



                                      -E1-

<PAGE>   28


          to the date of delivery of such letter, there was any change in the
          capital stock of the Guarantor and its consolidated subsidiaries, any
          increase in long-term debt of the Guarantor and its consolidated
          subsidiaries or any decreases in allowance for credit loss or
          consolidated common shareholders' equity of the Guarantor and its
          consolidated subsidiaries, in each case as compared with amounts shown
          in the most recent consolidated balance sheet included in the
          Prospectus, except in each case for changes, increases or decreases
          which the Prospectus discloses have occurred or may occur or which are
          described in such letter; or

               (B) for the period from the date of the latest income statement
          included in the Prospectus to the closing date of the latest available
          income statement read by such accountants, there were any decreases,
          as compared with the corresponding period in the preceding year, in
          consolidated net income, consolidated net interest income before the
          provision for credit losses, consolidated net interest income after
          the provision for loan losses or in the ratio of earnings to fixed
          charges, except in each case for increases or decreases which the
          Prospectus discloses have occurred or may occur or which are described
          in such letter.

          (vi) They have compared certain agreed dollar amounts (or percentages
     derived from such dollar amounts) and other financial information included
     in the Prospectus (in each case to the extent that such dollar amounts,
     percentages and other financial information are derived from the general
     accounting records of the Guarantor and its subsidiaries subject to the
     internal controls of the Guarantor's accounting system or are derived
     directly from such records by analysis or computation) with the results
     obtained from inquiries, a reading of such general accounting records and
     other procedures specified in such letter, and have found such dollar
     amounts, percentages and other financial information to be in agreement
     with such results, except as otherwise specified in such letter.

     All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus for
purposes of this Exhibit E.

                                      -E2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>c62082ex4-1.txt
<DESCRIPTION>OFFICER'S CERTIFICATE
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.1


                                  U.S. BANCORP

     Up To $721,650,000 7.75% Junior Subordinated Debentures due May 1, 2031

                         Officers' Certificate Pursuant
                         to Section 3.1 of the Indenture

     Pursuant to authority expressly delegated by the Board of Directors of U.S.
Bancorp (the "Company") by resolutions duly adopted by the Board of Directors,
and pursuant to the Indenture referred to below, there is hereby established a
series of Securities (as that term is defined in the Indenture) pursuant to
Section 3.1 of the Junior Subordinated Indenture, dated as of November 15, 1996,
between the Company and Wilmington Trust Company, as Trustee (the "Indenture"),
the terms of which shall be as follows (capitalized terms not defined herein
shall have the meanings assigned to them in the Indenture):

          (1) The Securities of this series shall be known and designated as the
     "7.75% Junior Subordinated Debentures due May 1, 2031" of the Company (the
     "Debentures"). The Debentures initially shall be issued to USB Capital III,
     a Delaware statutory business trust (the "Trust"). The Trust Agreement for
     the Trust shall be the Amended and Restated Trust Agreement, dated as of
     May 4, 2001, among the Company, as Sponsor, Wilmington Trust Company, as
     Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the
     Administrative Trustees named therein (the "Trust Agreement"). The
     Guarantee will be issued pursuant to the Guarantee Agreement, dated as of
     May 4, 2001, between the Company and Wilmington Trust Company, as Guarantee
     Trustee.

          (2) The aggregate principal amount of Debentures which may be
     authenticated and delivered under the Indenture is $721,650,000 (except for
     Debentures authenticated and delivered upon registration of transfer of, or
     exchange for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5,
     3.6, 9.6 or 11.6 of the Indenture).

          (3) The Debentures will be issued only in fully registered form and
     the authorized minimum denomination of the Debentures shall be $25 and any
     integral multiple of $25 in excess thereof.

          (4) The principal amount of the Debentures shall be payable in full on
     May 1, 2031 subject to and in accordance with the provisions of the
     Indenture.

          (5) The rate at which the Debentures shall bear interest will be 7.75%
     per annum; the date from which such interest shall accrue is May 4, 2001;
     the Interest Payment Dates (as defined in the Indenture) on which such
     interest shall be payable are February 1, May 1, August 1 and November 1 of
     each year, commencing August 1, 2001; and the Regular Record Dates (as
     defined in the Indenture) for the interest payable on any Interest Payment
     Date will be the business day preceding each Interest Payment Date,
     provided, however, in the event the Debentures are distributed to the
     holders of the Capital Securities (as defined below) of the Trust, the
     Regular Record Date for the Debentures shall be (i) in the case the
     Debentures are represented by one or more global securities, the business
     day next preceding such Interest Payment Date and (ii) in the case


<PAGE>   2



     the Debentures are not represented by one or more global securities, the
     date which is fifteen days next preceding such Interest Payment Date
     (whether or not a business day). The amount of interest payable for any
     period will be computed on the basis of a 360-day year comprised of twelve
     30-day months. The amount of interest payable for any period shorter than a
     full quarterly period will be computed on the basis of a 30-day month and,
     for periods of less than a month, the actual number of days elapsed per
     30-day month.

          (6) Interest will be payable to the person in whose name a Debenture
     (or one or more Predecessor Debentures) is registered at the close of
     business on the Regular Record Date next preceding the Interest Payment
     Date, except that, interest payable on the Stated Maturity of the principal
     of a Debenture shall be paid to the Person to whom principal is paid.

          (7) Interest on the Debentures shall be subject to deferral to the
     extent and in the manner provided in Section 3.11 of the Indenture at any
     one time or from time to time for a period not exceeding twenty (20)
     consecutive quarterly periods.

          (8) Payment of the principal of (and premium, if any) and interest on
     the Debentures will be made at the corporate trust office of Wilmington
     Trust Company in the City of New York, New York, 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 at the
     option of the Company payment of interest may be made (i) by check mailed
     to the address of the Person entitled thereto as such address shall appear
     in the Securities Register or (ii) by wire transfer in immediately
     available funds at such place and to such account as may be designated by
     the Person entitled thereto as specified in the Securities Register. The
     office where Debentures may be presented or surrendered for payment and the
     office where Debentures may be surrendered for transfer or exchange and
     where notices and demands to or upon the Company in respect of the
     Debentures and the Indenture may be served shall be the corporate trust
     office of Wilmington Trust Company in the City of New York, New York. The
     Trustee shall act as Paying Agent.

          (9) The Debentures are redeemable at the option of the Company,
     subject to the terms and conditions of Article XI of the Indenture, at 100%
     of their principal amount plus accrued and unpaid interest:

          o    in whole or in part, on one or more occasions at any time on or
               after May 4, 2006 or

          o    in whole at any time if certain changes occur in tax or
               investment company laws and regulations, or in the treatment of
               the Trust's 7.75% Trust Preferred Securities (the "Capital
               Securities") for bank regulatory capital purposes (each such
               event, a "Special Event").

          If a Special Event has occurred and is continuing, and the Company
     cannot cure that event by some reasonable action, then the Company may
     redeem the Debentures within 90 days following the occurrence of the
     Special Event. A "Special Event" means



                                       2

<PAGE>   3



     the occurrence of a "Tax Event", a "Regulatory Capital Event" or an
     "Investment Company Event".

          "Tax Event" means the receipt by the Company or the Trust of an
     opinion of tax counsel (which may be the Company's counsel or counsel of an
     Affiliate but not an employee and must be reasonably acceptable to the
     Property Trustee under the Trust) experienced in such matters, to the
     effect that, as a result of:

          o    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

          o    any court, governmental agency or regulatory authority
               interpreting or applying such laws or regulations,

          there is more than an insubstantial risk that:

          o    the 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 Debentures;

          o    interest payable by the Company on the Debentures is not, or
               within 90 days of the date of such opinion will not be,
               deductible, in whole or in part, by the Company, for United
               States federal income tax purposes; or

          o    the 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.

          "Regulatory Capital Event" means the reasonable determination by the
     Company that, as a result of:

          o    any amendment to, or change (including any announced prospective
               change) in, the laws (or any regulations thereunder) of the
               United States; or

          o    any official or administrative pronouncement or action or
               judicial decision for interpreting or applying such laws or
               regulations,

     which amendment or change is effective or pronouncement or decision is
     announced on or after the date of original issuance of the Capital
     Securities, there is more than an insubstantial risk of impairment of the
     Company's ability to treat the Capital Securities (or any substantial
     portion thereof) as Tier 1 capital (or its then equivalent) for purposes of
     the capital adequacy guidelines of the Federal Reserve in effect and
     applicable to the Company.

          "Investment Company Event" means the receipt by the Company and the
     Trust of an opinion of an independent counsel experienced in matters
     relating to investment companies, to the effect that, as a result of the
     occurrence of:


                                       3

<PAGE>   4


          o    a change in law or regulation; or

          o    a change in interpretation or application of law or regulation by
               any legislative body, court, governmental agency or regulatory
               authority (a "Change in 1940 Act Law"),

     there is more than an insubstantial risk that the Trust is or will be
     considered an "investment company" that is required to be registered under
     the Investment Company Act of 1940, which Change in 1940 Act Law becomes
     effective on or after the date of original issuance of the Capital
     Securities.

          (10) The Debentures shall not be subject to any sinking fund or
     analogous provisions.

          (11) The Debentures shall be substantially in the form of Annex A
     attached hereto, with such modifications thereto as may be approved by the
     authorized officer executing the same. The Trust Agreement shall be
     substantially in the form of Annex B attached hereto, with such
     modifications thereto as may be approved by the authorized officer
     executing the same. The Guarantee Agreement shall be substantially in the
     form of Annex C attached hereto, with such modifications thereto as may be
     approved by the authorized officer executing the same.

          (12) The subordination provisions of Article XIII of the Indenture
     shall apply.

          (13) With respect to the Debentures, the following amendments to the
     Indenture shall apply:

               (a) The following language shall be added to the end of the
          definitions of "Senior and Subordinated Debt":

               "or any obligations in respect of debt securities issued to any
               trust, or a trustee of such trust, partnership or other entity
               affiliated with the Company that is a financing entity of the
               Company in connection with the issuance by such financing entity
               of securities that are similar to the Capital Securities."

               (b) The following language shall be added to the end of Section
          10.6:

               "The Company, in its capacity as issuer, also covenants to pay
               all debts and obligations (other than with respect to the Capital
               and Common Securities) and all costs and expenses of each Trust
               and to pay any and all taxes, duties, assessments or governmental
               charges of whatever nature (other than withholding taxes) imposed
               on the Trust by the United States or any other taxing authority,
               so that the net amounts received and retained by the Trust and
               the Property Trustee after paying such amounts will be equal to
               the amounts the Trust and the Property Trustee would have
               received had no such amounts been incurred or imposed on the
               Trust. The obligations of the Company to pay such amounts shall
               constitute additional indebtedness and shall survive the
               satisfaction and discharge of this Indenture."




                                       4

<PAGE>   5




     IN WITNESS WHEREOF, the undersigned have executed this Officers'
Certificate as of the 4th day of May, 2001.


                                       By:
                                          --------------------------------------
                                          Name:  Daryl N. Bible
                                          Title: Executive Vice President and
                                                 Treasurer




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





                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>c62082ex4-4.txt
<DESCRIPTION>AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.4

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





                      AMENDED AND RESTATED TRUST AGREEMENT


                                  BY AND AMONG


                                  U.S. BANCORP,
                                   AS SPONSOR


                            WILMINGTON TRUST COMPANY,
                               AS PROPERTY TRUSTEE


                            WILMINGTON TRUST COMPANY,
                               AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                             DATED AS OF MAY 4, 2001


                                 USB CAPITAL III



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


<PAGE>   2


                             CROSS REFERENCE TABLE(1)


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

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

<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>     <C>                  <C>                                                          <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS.....................................................1

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



<PAGE>   4


<TABLE>
<S>     <C>                  <C>                                                          <C>
               Legal Action..................................................................5
               List of Holders...............................................................5
               Majority in Liquidation Amount................................................5
               New York Stock Exchange.......................................................5
               Officers' Certificate.........................................................6
               Paying Agent..................................................................6
               Payment Amount................................................................6
               Person .......................................................................6
               Property Account..............................................................6
               Property Trustee..............................................................6
               Pro Rata......................................................................6
               Quorum........................................................................6
               Redemption/Distribution Notice................................................7
               Redemption Price..............................................................7
               Regulatory Capital Event......................................................7
               Related Party.................................................................7
               Responsible Officer...........................................................7
               Securities....................................................................7
               Securities Act................................................................7
               Special Event.................................................................7
               Sponsor.......................................................................7
               Successor Delaware Trustee....................................................7
               Successor Entity..............................................................8
               Successor Property Trustee....................................................8
               Successor Security............................................................8
               Super Majority................................................................8
               Tax Event.....................................................................8
               10% in Liquidation Amount.....................................................8
               Treasury Regulations..........................................................8
               Trust  .......................................................................8
               Trust Enforcement Event.......................................................8
               Trust Indenture Act...........................................................9
               Trustee\ or \Trustees.........................................................9

ARTICLE 2 TRUST INDENTURE ACT................................................................9

        SECTION 2.1.         Trust Indenture Act; Application................................9
        SECTION 2.2.         Lists of Holders of Securities.................................10
        SECTION 2.3.         Reports by the Property Trustee................................10
        SECTION 2.4.         Periodic Reports to the Property Trustee.......................10
        SECTION 2.5.         Evidence of Compliance with Conditions Precedent...............10
        SECTION 2.6.         Trust Enforcement Events; Waiver...............................11
        SECTION 2.7.         Trust Enforcement Event; Notice................................12

ARTICLE 3 ORGANIZATION......................................................................13

        SECTION 3.1.         Name and Organization..........................................13
</TABLE>



                                       ii

<PAGE>   5


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 3.2.         Office.........................................................13
        SECTION 3.3.         Purpose........................................................13
        SECTION 3.4.         Authority......................................................13
        SECTION 3.5.         Title to Property of the Trust.................................14
        SECTION 3.6.         Powers and Duties of the Administrative Trustees...............14
        SECTION 3.7.         Prohibition of Actions by the Trust and the Trustees...........16
        SECTION 3.8.         Powers and Duties of the Property Trustee......................17
        SECTION 3.9.         Certain Duties and Responsibilities of the Property Trustee....19
        SECTION 3.10.        Certain Rights of Property Trustee.............................21
        SECTION 3.11.        Delaware Trustee...............................................23
        SECTION 3.12.        Execution of Documents.........................................24
        SECTION 3.13.        Not Responsible for Recitals or Issuance of Securities.........24
        SECTION 3.14.        Duration of Trust..............................................24
        SECTION 3.15.        Mergers........................................................24
        SECTION 3.16.        Property Trustee May File Proofs of Claim......................26

ARTICLE 4 SPONSOR...........................................................................27

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

ARTICLE 5 TRUST COMMON SECURITIES HOLDER....................................................28

        SECTION 5.1.         Debenture Issuer's Receipt of Common Securities................28
        SECTION 5.2.         Covenants of the Common Securities Holder......................28

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

        SECTION 6.1.         Number of Trustees.............................................28
        SECTION 6.2.         Delaware Trustee; Eligibility..................................29
        SECTION 6.3.         Property Trustee; Eligibility..................................29
        SECTION 6.4.         Qualifications of Administrative Trustees and Delaware Trustee
                                Generally...................................................30
        SECTION 6.5.         Initial Administrative Trustees................................30
        SECTION 6.6.         Appointment, Removal and Resignation of Trustees...............30
        SECTION 6.7.         Vacancies among Trustees.......................................32
        SECTION 6.8.         Effect of Vacancies............................................32
        SECTION 6.9.         Meetings.......................................................32
        SECTION 6.10.        Delegation of Power............................................32
        SECTION 6.11.        Merger, Conversion, Consolidation or Succession to Business....33

ARTICLE 7 TERMS OF SECURITIES...............................................................33

        SECTION 7.1.         General Provisions Regarding Securities........................33
        SECTION 7.2.         Distributions..................................................35
        SECTION 7.3.         Redemption of Securities.......................................36
        SECTION 7.4.         Redemption Procedures..........................................37
</TABLE>



                                      iii
<PAGE>   6


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 7.5.         Voting Rights of Capital Securities............................38
        SECTION 7.6.         Voting Rights of Common Securities.............................40
        SECTION 7.7.         Paying Agent...................................................41
        SECTION 7.8.         Listing........................................................42
        SECTION 7.9.         Transfer of Securities.........................................42
        SECTION 7.10.        Mutilated, Destroyed, Lost or Stolen Certificates..............43
        SECTION 7.11.        Deemed Security Holders........................................43
        SECTION 7.12.        Global Securities..............................................44

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

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

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

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

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

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

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

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

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

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

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

        SECTION 13.1.        Notices........................................................58
        SECTION 13.2.        Governing Law..................................................59
        SECTION 13.3.        Intention of the Parties.......................................59
        SECTION 13.4.        Headings.......................................................59
        SECTION 13.5.        Successors and Assigns.........................................59
</TABLE>




                                       iv

<PAGE>   7


<TABLE>
<S>     <C>                  <C>                                                          <C>
        SECTION 13.6.        Partial Enforceability.........................................60
        SECTION 13.7.        Counterparts...................................................60

EXHIBITS

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











                                       v


<PAGE>   8


                      AMENDED AND RESTATED TRUST AGREEMENT

     This AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"), dated
as of May 4, 2001, is entered into by and among (i) U.S. BANCORP, a Delaware
corporation (the "Sponsor"), (ii) WILMINGTON TRUST COMPANY, a banking
corporation organized under the laws of Delaware, as property trustee, (in each
such capacity, the "Property Trustee"), (iii) WILMINGTON TRUST COMPANY, as
Delaware trustee (the "Delaware Trustee"), (iv) DAVID M. MOFFETT, an individual,
DARYL N. BIBLE, an individual, and LEE R. MITAU, an individual, each of whose
address is c/o U.S. Bancorp, 601 Second Avenue South, Minneapolis, Minnesota
55402 (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.

                                    RECITALS

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

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

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

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


                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1. Interpretation and Definitions.

     Unless the context otherwise requires:

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



<PAGE>   9


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

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

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

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

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

     (g) the following terms have the following meanings:

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

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

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

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

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

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

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

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



                                       2
<PAGE>   10


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

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

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

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

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

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

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

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

     "Corporate Trust Office" means the principal office of the Property Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Trust Agreement is
located at c/o 1100 North Market, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

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

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

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

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

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



                                       3
<PAGE>   11


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       4
<PAGE>   12


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

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

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

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

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

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

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

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

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

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



                                       5
<PAGE>   13


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

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

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

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

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

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

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

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

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

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

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

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



                                       6
<PAGE>   14


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

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

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

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

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

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

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

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

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

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

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

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such



                                       7
<PAGE>   15


regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

     "Trust" has the meaning specified in the Recitals.

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

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

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


                                   ARTICLE 2

                               TRUST INDENTURE ACT

     SECTION 2.1. Trust Indenture Act; Application.

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

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

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

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



                                       8
<PAGE>   16


     SECTION 2.2. Lists of Holders of Securities.

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

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

     SECTION 2.3. Reports by the Property Trustee.

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

     SECTION 2.4. Periodic Reports to the Property Trustee.

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

     SECTION 2.5. Evidence of Compliance with Conditions Precedent.

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



                                       9
<PAGE>   17


     SECTION 2.6. Trust Enforcement Events; Waiver.

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

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

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

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

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

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

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



                                       10
<PAGE>   18


     that the relevant Super Majority represents of the aggregate principal
     amount of the Debentures outstanding;

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

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

     SECTION 2.7. Trust Enforcement Event; Notice.

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

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

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



                                       11

<PAGE>   19


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


                                   ARTICLE 3

                                  ORGANIZATION

     SECTION 3.1. Name and Organization.

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

     SECTION 3.2. Office.

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

     SECTION 3.3. Purpose.

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

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

     SECTION 3.4. Authority.

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



                                       12
<PAGE>   20


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

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

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

     SECTION 3.5. Title to Property of the Trust.

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

     SECTION 3.6. Powers and Duties of the Administrative Trustees.

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

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

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

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



                                       13
<PAGE>   21


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

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

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

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

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

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

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

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

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

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

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



                                       14
<PAGE>   22


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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       15
<PAGE>   23


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

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

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

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

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

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

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

     SECTION 3.8. Powers and Duties of the Property Trustee.

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

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

     (c) The Property Trustee shall:



                                       16
<PAGE>   24


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

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

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

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

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

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



                                       17
<PAGE>   25


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

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

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

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

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

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

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

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

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

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



                                       18

<PAGE>   26


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

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

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

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

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

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



                                       19
<PAGE>   27


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

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

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

     SECTION 3.10. Certain Rights of Property Trustee.

     (a) Subject to the provisions of Section 3.9:

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

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

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

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

          (v) the Property Trustee may consult with counsel of its choice or
     other experts and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise shall



                                       20
<PAGE>   28


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

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

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

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

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

          (x) whenever in the administration of this Trust Agreement the
     Property Trustee shall deem it desirable to receive instructions with
     respect to enforcing any remedy or right or taking any other action
     hereunder, the Property Trustee (i) may request instructions from the
     Holders of the Securities which instructions may only be given by the
     Holders of the same proportion in



                                       21
<PAGE>   29


     liquidation amount of the Securities as would be entitled to direct the
     Property Trustee under the terms of the Securities in respect of such
     remedy, right or action, (ii) may refrain from enforcing such remedy or
     right or taking such other action until such instructions are received, and
     (iii) shall be protected in conclusively relying on or acting in or
     accordance with such instructions;

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

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

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

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

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

     SECTION 3.11. Delaware Trustee.

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



                                       22
<PAGE>   30


     SECTION 3.12. Execution of Documents.

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

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

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

     SECTION 3.14. Duration of Trust.

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

     SECTION 3.15. Mergers.

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

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

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

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

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

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



                                       23
<PAGE>   31


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

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

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

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

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

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

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

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

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

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to, any
other entity or permit any other entity to consolidate,



                                       24
<PAGE>   32


amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or Successor Entity to be classified as other than a grantor trust for
United States federal income tax purposes and each Holder of the Securities not
to be treated as owning an undivided interest in the Debentures.

     SECTION 3.16. Property Trustee May File Proofs of Claim.

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

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

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

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

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




                                       25
<PAGE>   33


                                    ARTICLE 4

                                     SPONSOR

     SECTION 4.1. Responsibilities of the Sponsor.

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

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

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

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

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

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

     SECTION 4.3. Compensation of the Trustees.

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




                                       26
<PAGE>   34


                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

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

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

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

     SECTION 5.2. Covenants of the Common Securities Holder.

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


                                   ARTICLE 6

                                    TRUSTEES

     SECTION 6.1. Number of Trustees.

     The number of Trustees initially shall be five, and:

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

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



                                       27
<PAGE>   35


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

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

     SECTION 6.2. Delaware Trustee; Eligibility.

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

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

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

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

     SECTION 6.3. Property Trustee; Eligibility.

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

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

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

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

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



                                       28
<PAGE>   36


     Trust Indenture Act) shall in all respects comply with the provisions of
     Section 310(b) of the Trust Indenture Act.

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

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

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

     SECTION 6.5. Initial Administrative Trustees.

     The initial Administrative Trustees shall be:

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

     SECTION 6.6. Appointment, Removal and Resignation of Trustees.

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

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

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

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

          (b) The Trustee that acts as Property Trustee shall not be removed in
     accordance with Section 6.6(a) until a successor Trustee possessing the
     qualifications to act as Property Trustee under Section 6.3(a) (a
     "Successor Property Trustee") has been appointed and has accepted such
     appointment by



                                       29
<PAGE>   37


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

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

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

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

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

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

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

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

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



                                       30
<PAGE>   38


     SECTION 6.7. Vacancies among Trustees.

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

     SECTION 6.8. Effect of Vacancies.

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

     SECTION 6.9. Meetings.

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

     SECTION 6.10. Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of executing any documents contemplated in Section 3.6
or making any governmental



                                       31
<PAGE>   39


filing; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

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

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

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


                                   ARTICLE 7

                               TERMS OF SECURITIES

     SECTION 7.1. General Provisions Regarding Securities.

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

          (i) Capital Securities. The Capital Securities of the Trust have an
     aggregate liquidation amount with respect to the assets of the Trust of up
     to seven hundred million dollars ($700,000,000) with respect to the closing
     of the sale of Capital Securities on one or more occasions. The Capital
     Securities are hereby designated for identification purposes only as "7.75%
     Trust Preferred Securities" (the "Capital Securities"). The Capital
     Security Certificates evidencing the Capital Securities shall be
     substantially in the form of Exhibit A to this Trust Agreement, with such
     changes and additions thereto or deletions therefrom as may be required by
     ordinary usage, custom or practice or to conform to the rules of any stock
     exchange on which the Capital Securities are listed or quoted.

          (ii) Common Securities. The Common Securities of the Trust have an
     aggregate liquidation amount with respect to the assets of the Trust of up
     to twenty-one million six hundred fifty thousand dollars ($21,650,000) with
     respect to the closing of the sale of Common Securities on one or more
     occasions. The



                                       32
<PAGE>   40


     Common Securities are hereby designated for identification purposes only as
     "7.75% Common Securities" (the "Common Securities" and, together with the
     Capital Securities, the "Securities"). The Common Security Certificates
     evidencing the Common Securities shall be substantially in the form of
     Exhibit B to this Trust Agreement, with such changes and additions thereto
     or deletions therefrom as may be required by ordinary usage, custom or
     practice.

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

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

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

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall authenticate the Certificates representing Capital
Securities for original issue. The



                                       33
<PAGE>   41


aggregate amount of Capital Securities outstanding at any time shall not exceed
the liquidation amount set forth in Section 7.1(a)(i).

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

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

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

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

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

     SECTION 7.2. Distributions.

     (a) As owners of undivided beneficial ownership interests in the
Debentures, holders of Securities shall be entitled to receive cumulative cash
Distributions at the rate per annum of 7.75% of the stated liquidation amount of
$25 per Security. Pursuant to the Indenture, the amount of interest on the
Debentures payable for any period shorter than a full quarterly interest period,
and, as a result, Distributions on the Securities payable for any period shorter
than a full quarterly distribution period shall be computed on the basis of a
30-day month and for periods of less than a month, the actual number of days
elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be made
on the Capital Securities and the Common Securities on a Pro Rata basis.
Pursuant to the Indenture, interest on the Debentures shall, from the date of
original issue, accrue and be cumulative, and, as a result Distributions on the
Securities shall, from the date of original issue, accumulate and be cumulative.
Distributions shall be payable quarterly in arrears on each February 1, May 1,
August 1 and November 1 of each year, commencing August 1, 2001, when, as and if
available for payment, by the Property Trustee, except as otherwise described
below. Distributions are payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent that
the Trust has funds available for the payment of such Distributions in the
Property Account.

     (b) Pursuant to the Indenture, interest not paid on the scheduled payment
date will accrue and compound quarterly at the rate of 7.75% per annum, and, as
a result, interests on the Debentures not paid on the scheduled payment date
will accrue and compound quarterly at the rate of 7.75% per annum (and, as a
result) the Distributions on the Securities will accumulate



                                       34
<PAGE>   42


and compound at the rate of 7.75% per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

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

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

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

     SECTION 7.3. Redemption of Securities.

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

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




                                       35
<PAGE>   43


     SECTION 7.4. Redemption Procedures.

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

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

     (c) Subject to the Trust's fulfillment of the notice requirements set forth
in Section 7.4(a) above, if Securities are to be redeemed, then (i) with respect
to Capital Securities represented by one or more Global Securities, by 12:00
noon, New York City time, on the redemption date, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures, the Property Trustee
will deposit irrevocably with the Depositary or its nominee (or successor
Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Capital Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Holders of the Capital Securities and (ii) with respect to Securities not
represented by one or more Global Securities, provided that the Debenture Issuer
has paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Property Trustee will give
the Paying Agent irrevocable instructions and authority to pay the relevant
Redemption Price to the Holders of such Securities upon surrender of their
certificates evidencing the Capital Securities. Payment of the Redemption Price
on the Capital Securities will be made to the recordholders thereof as they
appear on the register of the Trust on the relevant record date, which shall be
one Business Day prior to the relevant redemption date; provided, however, that
with respect to the Capital Securities not represented by one or more Global
Securities, the relevant record date shall be the



                                       36
<PAGE>   44


date fifteen days prior to the relevant redemption date. If any date fixed for
redemption of Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on such date fixed for
redemption. If, however, the Business Day falls in the next calendar year, then
payment of the Redemption Price will be made on the immediately preceding
Business Day with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of any Securities is
not paid because the payment of the Redemption Price on the Debentures is not
made, interest will continue to accrue on the Debentures, and, as a result,
Distributions on such Securities will continue to accumulate at the then
applicable rate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accumulate on the Securities
called for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

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

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

     SECTION 7.5. Voting Rights of Capital Securities.

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

     (b) Subject to the requirement of the Property Trustee obtaining a tax
opinion in certain circumstances set forth in Section 7.5(d) below, the Holders
of a Majority in Liquidation Amount of the Capital Securities voting separately
as a class have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or to direct the
exercise of any trust or power conferred upon the Property Trustee under the
Trust Agreement, including the right to direct the Property Trustee, as Holder
of the Debentures, to (i) exercise the remedies available to it under the
Indenture as a Holder of the Debentures; (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past default and its consequences that is waivable
under Section 5.13 of the Indenture; provided, however, that if an Indenture
Event of Default has occurred and is continuing, then the Holders of 25% of the



                                       37
<PAGE>   45


aggregate liquidation amount of the Capital Securities may direct the Property
Trustee to declare the principal of and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Capital
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action.

     (c) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Capital Securities has made a written request, such
Holder of Capital Securities may, to the extent permitted by applicable law,
institute a legal proceeding directly against the Debenture Issuer to enforce
the Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other Person. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Capital Securities may directly institute a Direct Action against the
Debenture Issuer on or after the respective due date specified in the
Debentures.

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

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

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




                                       38
<PAGE>   46


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

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

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

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

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

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

     SECTION 7.6. Voting Rights of Common Securities.

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

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

     (c) Subject to Section 2.6 and only after all Trust Enforcement Events with
respect to the Capital Securities have been cured, waived, or otherwise
eliminated and subject to



                                       39
<PAGE>   47


the requirement of the Property Trustee obtaining a tax opinion in certain
circumstances set forth in this paragraph (c), the Holders of a Majority in
Liquidation Amount of the Common Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee, or direct the exercise of any trust or power conferred upon
the Property Trustee under this Trust Agreement, including the right to direct
the Property Trustee, as Holder of the Debentures, to (i) exercise the remedies
available to it under the Indenture as a Holder of the Debentures, (ii) consent
to any amendment or modification of the Indenture or the Debentures where such
consent shall be required or (iii) waive any past default and its consequences
that is waivable under Section 5.13 of the Indenture; provided, however, that
where a consent or action under the Indenture would require the consent or act
of the Holders of more than a majority of the aggregate principal amount of
Debentures affected thereby, only the Holders of the percentage of the aggregate
stated liquidation amount of the Common Securities which is at least equal to
the percentage required under the Indenture may direct the Property Trustee to
have such consent or take such action. Except with respect to directing the
time, method, and place of conducting a proceeding for a remedy, the Property
Trustee shall be under no obligation to take any of the actions described in
clause 7.6(c)(i) and (ii) above unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that, as a result of such
action, for United States federal income tax purposes the Trust will not be
classified as other than a grantor trust.

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

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

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

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

     SECTION 7.7. Paying Agent.

     In the event that any Capital Securities are not in book-entry only form,
the Trust shall maintain in the Borough of Manhattan, City of New York, State of
New York, an office or agency where the Capital Securities may be presented for
payment ("Paying Agent"). The Trust



                                       40
<PAGE>   48


may appoint the paying agent and may appoint one or more additional paying
agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional paying agent. The Trust may change any Paying Agent
without prior notice to the Holders. The Trust shall notify the Property Trustee
of the name and address of any Paying Agent not a party to this Trust Agreement.
If the Trust fails to appoint or maintain another entity as Paying Agent, the
Property Trustee shall act as such. The Trust or any of its Affiliates may act
as Paying Agent. The Property Trustee shall initially act as Paying Agent for
the Securities. In the event the Property Trustee shall no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company acceptable to the Debenture Issuer) to act as Paying
Agent. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Property Trustee and the Debenture Issuer.

     SECTION 7.8. Listing.

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

     SECTION 7.9. Transfer of Securities.

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

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

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

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

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



                                       41
<PAGE>   49


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

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

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

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

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

If:

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

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

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



                                       42
<PAGE>   50


     SECTION 7.11. Deemed Security Holders.

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

     SECTION 7.12. Global Securities.

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

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

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

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



                                       43
<PAGE>   51


Global Security to the Persons in whose names such definitive Capital Securities
are so registered.

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

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

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

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




                                       44
<PAGE>   52


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

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


                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

     SECTION 8.1. Dissolution and Termination of Trust.

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

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

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

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

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

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

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

     (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon completion of the winding up and liquidation of the
Trust, the Trustees



                                       45
<PAGE>   53


shall terminate the Trust by filing a certificate of cancellation with the
Secretary of State of the State of Delaware.

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

     SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust.

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

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


                                   ARTICLE 9

           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE

                               TRUSTEES OR OTHERS

     SECTION 9.1. Liability.

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

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

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



                                       46
<PAGE>   54


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

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

     SECTION 9.2. Exculpation.

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

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

     SECTION 9.3. Fiduciary Duty.

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

     (b) Unless otherwise expressly provided herein:

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



                                       47
<PAGE>   55


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

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

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

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

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

     SECTION 9.4. Indemnification.

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



                                       48
<PAGE>   56


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

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

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



                                       49
<PAGE>   57


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

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

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

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

     SECTION 9.5. Outside Businesses.

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



                                       50
<PAGE>   58


Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.


                                   ARTICLE 10

                                   ACCOUNTING

     SECTION 10.1. Fiscal Year.

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

     SECTION 10.2. Certain Accounting Matters.

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

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

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

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



                                       51
<PAGE>   59


     SECTION 10.3. Banking.

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

     SECTION 10.4. Withholding.

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


                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

     SECTION 11.1. Amendments.

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

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

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



                                       52
<PAGE>   60


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

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

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

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

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

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

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

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

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

          (ii) Except as provided in Section 11.1(c)(i) hereof, any provision of
     this Trust Agreement may be amended by the Trustee and the Sponsor with (i)
     the consent of the Holders representing not less than a Majority in
     Liquidation Amount of the Securities outstanding and (ii) receipt by the
     Trustees of an opinion of counsel to the effect that such amendment or the
     exercise of any power granted to the Trustees in accordance with such
     amendment will not affect the



                                       53
<PAGE>   61


     Trust's status as a grantor trust for United States federal income tax
     purposes or the Trust's exemption from status of an Investment Company.

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

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

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

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

          (i) cure any ambiguity;

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

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

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

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

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

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Trust Agreement, the
terms of the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more calls in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the



                                       54
<PAGE>   62


meeting is to be called. Any Holders of Securities calling a meeting shall
specify in writing the Certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

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

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

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

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

          (iv) unless the Business Trust Act, this Trust Agreement, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange on which the Capital Securities are then listed for trading,
     otherwise provides, the Administrative Trustees, in their sole discretion,
     shall establish all other provisions relating to meetings of Holders of
     Securities, including notice of the



                                       55
<PAGE>   63


     time, place or purpose of any meeting at which any matter is to be voted on
     by any Holders of Securities, waiver of any such notice, action by consent
     without a meeting, the establishment of a record date, quorum requirements,
     voting in person or by proxy or any other matter with respect to the
     exercise of any such right to vote.


                                   ARTICLE 12

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

     SECTION 12.1. Representations and Warranties of the Property Trustee.

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

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

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

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

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

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

     SECTION 12.2. Representations and Warranties of the Delaware Trustee.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Trust Agreement, and each
Successor Delaware Trustee



                                       56
<PAGE>   64


represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
that:

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

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

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

                                   ARTICLE 13

                                  MISCELLANEOUS

     SECTION 13.1. Notices.

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

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

                          c/o  U.S. Bancorp
                          601 Second Avenue South
                          Minneapolis, Minnesota 55402
                          Attention:  Kenneth D. Nelson, Vice President
                          Facsimile No: (651) 205-3040

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

                          Wilmington Trust Company
                          c/o 1100 North Market
                          Wilmington, Delaware 19890
                          Attention: Corporate Trust Administration
                          Facsimile No.: (302) 651-8882



                                       57
<PAGE>   65


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

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

                          c/o  U.S. Bancorp
                          601 Second Avenue South
                          Minneapolis, Minnesota 55402
                          Attention:  Kenneth D. Nelson, Vice President
                          Facsimile No: (651) 205-3040

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

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

     SECTION 13.2. Governing Law.

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

     SECTION 13.3. Intention of the Parties.

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

     SECTION 13.4. Headings.

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

     SECTION 13.5. Successors and Assigns.

     Whenever in this Trust Agreement any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and



                                       58
<PAGE>   66


agreements in this Trust Agreement by the Sponsor and the Trustees shall bind
and inure to the benefit of their respective successors and assigns, whether so
expressed.

     SECTION 13.6. Partial Enforceability.

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

     SECTION 13.7. Counterparts.

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

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




                                       59

<PAGE>   67


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

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


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


                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee


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


                                       WILMINGTON TRUST COMPANY,
                                       as Delaware Trustee


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


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


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


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



                                       60
<PAGE>   68


                                                                       EXHIBIT A



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

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

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

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

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

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



                                      A-1
<PAGE>   69


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

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

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

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

                                       USB CAPITAL III



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

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

                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee



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




                                      A-2

<PAGE>   70


                                                                       EXHIBIT B


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

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

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                 USB CAPITAL III

                             ____% COMMON SECURITIES

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

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

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



                                      B-1
<PAGE>   71


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

                                       USB CAPITAL III


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



                                      B-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>6
<FILENAME>c62082ex4-5.txt
<DESCRIPTION>GUARANTEE AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.5










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







                               GUARANTEE AGREEMENT


                             DATED AS OF MAY 4, 2001


                                 BY AND BETWEEN


                                  U.S. BANCORP,
                                  AS GUARANTOR


                                       AND


                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE






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


<PAGE>   2




                            CROSS REFERENCE TABLE(1)

<TABLE>
<CAPTION>
Section of Trust                                                                  Section of
Indenture Act of                                                                   Guarantee
1939, as amended                                                                   Agreement
- ----------------                                                                  ------------
<S>                                                                               <C>
310(a)..........................................................................        4.1(a)
310(b)..........................................................................   2.8; 4.1(c)
310(c)..........................................................................  Inapplicable
311(a)..........................................................................        2.2(b)
311(b)..........................................................................        2.2(b)
311(c)..........................................................................  Inapplicable
312(a)..........................................................................   2.2(a); 2.9
312(b)..........................................................................   2.2(b); 2.9
312(c)..........................................................................           2.9
313(a)..........................................................................           2.3
313(b)..........................................................................           2.3
313(c)..........................................................................           2.3
313(d)..........................................................................           2.3
314(a)..........................................................................           2.4
314(b)..........................................................................  Inapplicable
314(c)..........................................................................           2.5
314(d)..........................................................................  Inapplicable
314(e)..........................................................................           2.5
314(f)..........................................................................  Inapplicable
315(a)..........................................................................3.1(d); 3.2(a)
315(b)..........................................................................        2.7(a)
315(c)..........................................................................        3.1(c)
315(d)..........................................................................        3.1(d)
316(a)..........................................................................   2.6; 5.4(a)
316(b)..........................................................................           5.3
316(c)..........................................................................  Inapplicable
317(a)..........................................................................          2.10
317(b)..........................................................................  Inapplicable
318(a)..........................................................................        2.1(b)
</TABLE>

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

<PAGE>   3




                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>     <C>                  <C>                                                           <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS..............................................       1

        SECTION 1.1.         Interpretation and Definitions...........................       1

ARTICLE 2 TRUST INDENTURE ACT.........................................................       4

        SECTION 2.1.         Trust Indenture Act; Application.........................       4

        SECTION 2.2.         Lists of Holders of Securities...........................       4

        SECTION 2.3.         Reports by Guarantee Trustee.............................       5

        SECTION 2.4.         Periodic Reports to Guarantee Trustee....................       5

        SECTION 2.5.         Evidence of Compliance with Conditions Precedent.........       5

        SECTION 2.6.         Guarantee Event of Default; Waiver.......................       5

        SECTION 2.7.         Guarantee Event of Default; Notice.......................       6

        SECTION 2.8.         Conflicting Interests....................................       6

        SECTION 2.9.         Disclosure of Information................................       6

        SECTION 2.10.        Guarantee Trustee May File Proofs of Claim...............       6

ARTICLE 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE..............................       6

        SECTION 3.1.         Powers and Duties of Guarantee Trustee...................       6

        SECTION 3.2.         Certain Rights of Guarantee Trustee......................       8

ARTICLE 4 GUARANTEE TRUSTEE...........................................................      10

        SECTION 4.1.         Guarantee Trustee; Eligibility...........................      10

        SECTION 4.2.         Appointment, Removal and Resignation of Guarantee Trustee      10

ARTICLE 5 GUARANTEE   11

        SECTION 5.1.         Guarantee................................................      11

        SECTION 5.2.         Waiver of Notice and Demand..............................      11

        SECTION 5.3.         Obligations Not Affected.................................      12
</TABLE>



<PAGE>   4

<TABLE>
<S>     <C>                  <C>                                                           <C>
        SECTION 5.4.         Rights of Holders........................................      13

        SECTION 5.5.         Guarantee of Payment.....................................      13

        SECTION 5.6.         Subrogation..............................................      13

        SECTION 5.7.         Independent Obligations..................................      13

ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION...................................      14

        SECTION 6.1.         Limitation of Transactions...............................      14

        SECTION 6.2.         Ranking..................................................      14

        SECTION 6.3.         Subordination of Common Securities.......................      14

ARTICLE 7 TERMINATION 14

        SECTION 7.1.         Termination..............................................      14

ARTICLE 8 INDEMNIFICATION.............................................................      15

        SECTION 8.1.         Indemnification..........................................      15

ARTICLE 9 MISCELLANEOUS...............................................................      15

        SECTION 9.1.         Successors and Assigns...................................      15

        SECTION 9.2.         Amendments...............................................      15

        SECTION 9.3.         Notices..................................................      15

        SECTION 9.4.         Benefit..................................................      16

        SECTION 9.5.         Governing Law............................................      17
</TABLE>



<PAGE>   5



                               GUARANTEE AGREEMENT


     This GUARANTEE AGREEMENT (the "Guarantee"), dated as of May 4, 2001, is
executed and delivered by U.S. BANCORP, a Delaware corporation (the
"Guarantor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Securities (as defined herein) of USB CAPITAL
III, a Delaware statutory business trust (the "Trust").

                                    RECITALS

     WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust may
issue up to $700,000,000 aggregate liquidation amount of capital securities,
having a liquidation amount of $25 per security and designated the "7.75% Trust
Preferred Securities" of the Trust (the "Capital Securities") and up to
$21,650,000 aggregate liquidation amount of common securities, having a
liquidation amount of $25 per security and designated the "7.75% Common
Securities" of the Trust (the "Common Securities" and, together with the Capital
Securities, the "Securities");

     WHEREAS, as incentive for the Holders to purchase the Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this Guarantee, to pay to the Holders of the Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein; and

     WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred and
is continuing, the rights of holders of the Common Securities to receive
Guarantee Payments (as defined herein) under this Guarantee are subordinated to
the rights of Holders of Capital Securities to receive Guarantee Payments under
this Guarantee;

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1. Interpretation and Definitions. In this Guarantee, unless the
context otherwise requires:

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

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

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



<PAGE>   6


          (d) all references in this Guarantee to Articles, Sections and
     Recitals are to Articles, Sections and Recitals of this Guarantee, unless
     otherwise specified;

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

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

          (g) the following terms have the following meanings:

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" has the meaning specified in the Trust Agreement.

     "Capital Securities" has the meaning specified in the Recitals hereto.

     "Common Securities" has the meaning specified in the Recitals hereto.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Guarantor.

     "Corporate Trust Office" means the principal office of the Guarantee
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Guarantee is located
at 1100 North Market, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration.

     "Debentures" means the series of junior subordinated debentures to be
issued by U.S. Bancorp designated the "7.75% Junior Subordinated Debentures due
May 1, 2031", held by the Property Trustee as defined in the Trust Agreement.

     "Global Security" means a fully registered, global Capital Security, as
defined in the Indenture, representing the Capital Securities.

     "Guarantee Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid by or on
behalf of the Trust: (i) any accumulated and unpaid Distributions (as defined in
the Trust Agreement) that are required to be paid on such Securities to the
extent the Trust has sufficient funds available therefor at the time, (ii) the
redemption price, including all accumulated and unpaid Distributions to the date
of redemption, with respect to any Securities called for redemption by the
Trust, to the extent the Trust shall have sufficient funds available therefor at
the time or (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with the distribution of
Debentures to the Holders in exchange for Securities as provided in the Trust
Agreement), the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Securities to the date of payment,
to the extent



                                       2



<PAGE>   7


the Trust has sufficient funds available therefor and (b) the amount of assets
of the Trust remaining available for distribution to Holders in liquidation of
the Trust (in either case, the "Liquidation Distribution").

     "Guarantee Trustee" means Wilmington Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

     "Holder" means any holder of Securities, as registered on the books and
records of the Trust; 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 or any Affiliate of the Guarantor or any other obligor on the Capital
Securities.

     "Indenture" means the Indenture, dated as of November 15, 1996, by and
between U.S. Bancorp and Wilmington Trust Company, as Trustee, and by any
indenture supplemental thereto pursuant to which the Debentures are to be issued
to the Property Trustee, as defined in the Trust Agreement.

     "List of Holders" has the meaning assigned to it in Section 2.2 hereof.

     "Majority in Liquidation Amount" means, except as provided in the terms of
the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities, voting together as a single class, or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class. In determining whether the
Holders of the requisite amount of Securities have voted, Securities which are
owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on
the Securities shall be disregarded for the purpose of any such determination.

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

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

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

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



                                       3



<PAGE>   8

          (iv) a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with.

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

     "Redemption Price" has the meaning specified in the Trust Agreement.

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

     "Securities" has the meaning specified in the Recitals hereto.

     "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 Trust Agreement, dated as
of the date hereof, as amended, modified or supplemented from time to time,
among the trustees of the Trust named therein, the Guarantor, as sponsor, and
the Holders, from time to time, of undivided beneficial ownership interests in
the assets of the Trust.

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

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

                                   ARTICLE 2

                               TRUST INDENTURE ACT

     SECTION 2.1. Trust Indenture Act; Application. (a) This Guarantee is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Guarantee and shall, to the extent applicable, be governed by such
provisions.

          (b) If and to the extent that any provision of this Guarantee 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. Lists of Holders of Securities. (a) The Guarantor shall
provide the Guarantee Trustee (i) except while the Capital Securities are
represented by one or more Global Securities, at least two Business Days prior
to the date for payment of Distributions, a list, in such form as the Guarantee
Trustee may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of the record date relating to the payment of
such



                                       4



<PAGE>   9

Distributions, and (ii) at any other time, within 30 days of receipt by the
Guarantor of a written request from the Guarantee Trustee for a List of Holders
as of a date no more than 15 days before such List of Holders is given to the
Guarantee Trustee; provided that the Guarantor shall not be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Guarantee Trustee by the Guarantor. The
Guarantee Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it, provided
that 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 its obligations under
     Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3. Reports by Guarantee Trustee. Within 60 days after May 15 of
each year (commencing with the year of the first anniversary of the issuance of
the Securities), the Guarantee Trustee shall provide to the Holders of the
Securities such reports as are required by Section 313 of the Trust Indenture
Act (if any) in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

     SECTION 2.4. Periodic Reports to Guarantee Trustee. The Guarantor shall
provide to the Guarantee Trustee such documents, reports and information as
required by Section 314(a) (if any) of the Trust Indenture Act 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(a) of the Trust
Indenture Act, but in no event later than 120 days after the end of each
calendar year.

     SECTION 2.5. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

     SECTION 2.6. Guarantee Event of Default; Waiver. The Holders of a Majority
in Liquidation Amount of the Capital Securities may, by vote or written consent,
on behalf of the Holders of all of the Securities, waive any past Guarantee
Event of Default and its consequences. Upon such waiver, any such Guarantee
Event of Default shall cease to exist, and any Guarantee Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or
Guarantee Event of Default or impair any right consequent thereon.

     SECTION 2.7. Guarantee Event of Default; Notice. (a) The Guarantee Trustee
shall, within 90 days after the occurrence of a Guarantee Event of Default
actually known to a Responsible Officer of the Guarantee Trustee, transmit by
mail, first class postage prepaid, to the Holders of the Securities, notices of
all such Guarantee Events of Default, unless such defaults have been cured
before the giving of such notice; provided, that the Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.


                                       5



<PAGE>   10


          (b) The Guarantee Trustee shall not be deemed to have knowledge of any
     Guarantee Event of Default unless the Guarantee Trustee shall have received
     written notice thereof or a Responsible Officer of the Guarantee Trustee
     charged with the administration of this Guarantee Agreement shall have
     obtained actual knowledge thereof.

     SECTION 2.8. Conflicting Interests. The Trust Agreement shall be deemed to
be specifically described in this Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 2.9. Disclosure of Information. The disclosure of information as to
the names and addresses of the Holders of the Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law, or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 2.10. Guarantee Trustee May File Proofs of Claim. Upon the
occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby
authorized to (a) recover judgment, in its own name and as trustee of an express
trust, against the Guarantor for the whole amount of any Guarantee Payments
remaining unpaid and (b) file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have its claims and those of the
Holders of the Securities allowed in any judicial proceedings relative to the
Guarantor, its creditors or its property.

                                   ARTICLE 3

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE


     SECTION 3.1. Powers and Duties of Guarantee Trustee.

          (a) This Guarantee shall be held by the Guarantee Trustee on behalf of
     the Trust for the benefit of the Holders of the Securities, and the
     Guarantee Trustee shall not transfer this Guarantee to any Person except a
     Holder of Securities exercising his or her rights pursuant to Section
     5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor
     Guarantee Trustee of its appointment to act as Successor Guarantee Trustee.
     The right, title and interest of the Guarantee Trustee in and to this
     Guarantee shall automatically vest in any Successor Guarantee Trustee, and
     such vesting and succession of title shall be effective whether or not
     conveyance documents have been executed and delivered pursuant to the
     appointment of such Successor Guarantee Trustee.

          (b) If a Guarantee Event of Default actually known to a Responsible
     Officer of the Guarantee Trustee has occurred and is continuing, the
     Guarantee Trustee shall enforce this Guarantee for the benefit of the
     Holders of the Securities.

          (c) The Guarantee Trustee, before the occurrence of any Guarantee
     Event of Default and after the curing of all Guarantee Events of Default
     that may have occurred, shall


                                       6


<PAGE>   11

     undertake to perform only such duties as are specifically set forth in this
     Guarantee, and no implied covenants shall be read into this Guarantee
     against the Guarantee Trustee. In case a Guarantee Event of Default has
     occurred (that has not been cured or waived pursuant to Section 2.6) and is
     actually known to a Responsible Officer of the Guarantee Trustee, the
     Guarantee Trustee shall exercise such of the rights and powers vested in it
     by this Guarantee, 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 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 Guarantee Event of Default and
          after the curing or waiving of all such Guarantee 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, 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, and no implied
               covenants or obligations shall be read into this Guarantee
               against the Guarantee Trustee; 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; but in the case of any such certificates or opinions
               that by any provision hereof 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;

               (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 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; and



                                       7



<PAGE>   12


               (iv) no provision of this Guarantee 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 or if the Guarantee Trustee shall have reasonable
          grounds for believing that an indemnity, reasonably satisfactory to
          the Guarantee Trustee, against such risk or liability is not
          reasonably assured to it under the terms of this Guarantee.

     SECTION 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.1:

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

               (ii) Any direction or act of the Guarantor contemplated by this
          Guarantee shall be sufficiently evidenced by an Officers' Certificate;

               (iii) Whenever, in the administration of this Guarantee, the
          Guarantee Trustee shall deem it desirable that a matter be proved or
          established before taking, suffering or omitting 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
          conclusively rely upon an Officers' Certificate which, upon receipt of
          such request, shall be promptly delivered by the Guarantor;

               (iv) The Guarantee Trustee shall have no duty to see to any
          recording, filing or registration or any instrument (or any
          rerecording, refiling or re-registration thereof);

               (v) The Guarantee Trustee may consult with counsel, and the
          advice or opinion of such counsel with respect to legal matters shall
          be full and complete authorization and protection in respect of any
          action taken, suffered or omitted by it hereunder in good faith and in
          accordance with such advice or opinion. Such counsel may be counsel to
          the Guarantor or any of its Affiliates and may include any of its
          employees. The Guarantee Trustee shall have the right at any time to
          seek instructions concerning the administration of this Guarantee from
          any court of competent jurisdiction;

               (vi) The Guarantee Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Guarantee at
          the request or direction of any Holder, unless such Holder shall have
          provided to the Guarantee Trustee such security and indemnity,
          reasonably satisfactory to the Guarantee Trustee, against the costs,
          expenses (including attorneys' fees and expenses and the expenses of
          the Guarantee Trustee's agents, nominees or custodians) and
          liabilities that might


                                       8


<PAGE>   13


          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
          3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the
          occurrence of a Guarantee Event of Default, of its obligation to
          exercise the rights and powers vested in it by this Guarantee;

               (vii) 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;

               (viii) The Guarantee Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, nominees, custodians or attorneys, and the
          Guarantee 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;

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

               (x) Whenever in the administration of this Guarantee, 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 (i) may request written instructions
          from the Holders of a Majority in Liquidation Amount of the
          Securities, (ii) may refrain from enforcing such remedy or right or
          taking such other action until such written instructions are received
          and (iii) shall be protected in conclusively relying on or acting in
          accordance with such written instructions.

          (b) No provision of this Guarantee 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 to act 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.



                                       9


<PAGE>   14


                                   ARTICLE 4

                                GUARANTEE TRUSTEE

     SECTION 4.1. Guarantee Trustee; Eligibility.

          (a) There shall be at all times a Guarantee Trustee which shall:

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

               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any state or territory thereof or
          of the District of Columbia, or a corporation or other Person
          permitted by the Securities and Exchange Commission to act as an
          institutional trustee under the Trust Indenture Act, authorized under
          such laws to exercise corporate trust powers, having a combined
          capital and surplus of at least 50 million U.S. dollars ($50,000,000),
          and subject to supervision or examination by federal, state,
          territorial or District of Columbia authority. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the supervising or examining authority referred
          to above, then, for the purposes of this Section 4.1(a)(ii), the
          combined capital and surplus of such corporation shall be deemed to be
          its combined capital and surplus as set forth in its most recent
          report of condition so published.

          (b) If at any time the 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).

          (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 Guarantee Trustee.

          (a) Subject to Section 4.2(b), unless a Guarantee Event of Default
     shall have occurred and be continuing, the Guarantee Trustee may be
     appointed or removed with or without cause at any time by the Guarantor.

          (b) The Guarantee Trustee shall not be removed in accordance with
     Section 4.2(a) 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.

          (c) The Guarantee Trustee appointed to office shall hold such office
     until a Successor Guarantee Trustee shall have been appointed or until its
     removal or resignation. The Guarantee Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing executed by the Guarantee Trustee and delivered to the Guarantor,
     which resignation shall not take effect until a Successor Guarantee Trustee
     has been appointed and has accepted such appointment by instrument in
     writing executed by such Successor Guarantee Trustee and delivered to the
     Guarantor and 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 Guarantor of an instrument of removal or resignation, the
     removed or resigning Guarantee Trustee may petition



                                       10



<PAGE>   15

     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) No Guarantee Trustee shall be liable for the acts or omissions to
     act of any Successor Guarantee Trustee.

          (f) Upon termination of this Guarantee or removal or resignation of
     the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay
     to the Guarantee Trustee all amounts owing for fees and reimbursement of
     expenses which have accrued to the date of such termination, removal or
     resignation.

                                    ARTICLE 5

                                    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 the Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. 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 Trust to pay such
amounts to the Holders. Notwithstanding anything to the contrary herein, the
Guarantor retains all of its rights under the Indenture to extend the interest
payment period on the Debentures pursuant to Section 3.11 thereof and the
Guarantor shall not be obligated hereunder to make any Guarantee Payments during
any Extension Period (as defined in the certificate evidencing the Debentures)
with respect to the Distributions (as defined in the Trust Agreement) on the
Securities.

     SECTION 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Trust or any other Person
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 shall be absolute and unconditional and shall remain in full
force and effect until the entire liquidation amount of all outstanding
Securities shall have been paid and such obligation shall in no way be affected
or impaired by reason of the happening from time to time of any event, including
without limitation, the following, whether or not with notice to, or the consent
of, the Guarantor:



                                       11



<PAGE>   16



          (a) The release or waiver, by operation of law or otherwise, of the
     performance or observance by the Trust of any express or implied agreement,
     covenant, term or condition relating to the Securities to be performed or
     observed by the Trust;

          (b) The extension of time for the payment by the Trust of all or any
     portion of the Distributions, Redemption Price, Liquidation Distribution or
     any other sums payable under the terms of the Securities or the extension
     of time for the performance of any other obligation under, arising out of,
     or in connection with the Securities (other than an extension of time for
     payment of Distributions, Redemption Price, Liquidation Distribution or
     other sum payable that results from the extension of any interest payment
     period on the Debentures);

          (c) Any failure, omission, delay or lack of diligence on the part of
     the Property Trustee or the Holders to enforce, assert or exercise any
     right, privilege, power or remedy conferred on the Property Trustee or the
     Holders pursuant to the terms of the Securities, or any action on the part
     of the Trust granting indulgence or extension of any kind;

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

          (e) Any invalidity of, or defect or deficiency in, the 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, 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 Guarantee Trustee or the Holders to
give notice to, or obtain consent of the Guarantor or any other Person with
respect to the happening of any of the foregoing.

     No setoff, counterclaim, reduction or diminution of any obligation, or any
defense of any kind or nature that the Guarantor has or may have against any
Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Guarantee.

     SECTION 5.4. Rights of Holders.

          (a) The Holders of at least a Majority in Liquidation Amount of the
     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 or to direct the exercise of any trust or
     power conferred upon the Guarantee Trustee under this Guarantee.


                                       12



<PAGE>   17



          (b) If the Guarantee Trustee fails to enforce this Guarantee, then any
     Holder of Securities may, subject to the subordination provisions of
     Section 6.2, institute a legal proceeding directly against the Guarantor to
     enforce the Guarantee Trustee's rights under this Guarantee without first
     instituting a legal proceeding against the Trust, the Guarantee Trustee or
     any other person or entity. In addition, if the Guarantor has failed to
     make a Guarantee Payment, a Holder of Securities may, subject to the
     subordination provisions of Section 6.2, directly institute a proceeding
     against the Guarantor for enforcement of the Guarantee for such payment to
     the Holder of the Securities of the principal of or interest on the
     Debentures on or after the respective due dates specified in the
     Debentures, and the amount of the payment will be based on the Holder's pro
     rata share of the amount due and owing on all of the Securities. The
     Guarantor hereby waives any right or remedy to require that any action on
     this Guarantee be brought first against the Trust or any other person or
     entity before proceeding directly against the Guarantor.

     SECTION 5.5. Guarantee of Payment.

     This Guarantee creates a guarantee of payment and not of collection.

     SECTION 5.6. Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders of
Securities against the Trust in respect of any amounts paid to such Holders by
the Guarantor under this Guarantee; provided, however, that the Guarantor shall
not (except to the extent required by mandatory provisions of law) be entitled
to enforce or exercise any right that 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, if at the time of any such payment, any amounts
are due and unpaid under this Guarantee. 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
Guarantee Trustee for the benefit of the Holders.

     SECTION 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the 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 notwithstanding the occurrence
of any event referred to in subsections 5.3(a) through 5.3(g), inclusive,
hereof.

                                   ARTICLE 6

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 6.1. Limitation of Transactions.

     So long as any Securities remain outstanding, if (i) there shall have
occurred an event of default under the Indenture with respect to the Debentures,
(ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall
have given notice of its election of an Extension Period as provided in the
certificate evidencing the Debentures and shall not have rescinded such notice,
or such Extension Period or any extension thereof shall be continuing, then the
Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to
(x) declare



                                       13


<PAGE>   18



or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Guarantor's capital stock or (y)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Guarantor that rank pari passu
with or junior in interest to the Debentures or make any guarantee payments with
respect to any guarantee by the Guarantor of the debt securities of any
subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in
interest to the Debentures (other than (a) dividends or distributions in Common
Stock of the Guarantor, (b) any declaration of a dividend in connection with the
implementation of a rights plan or the issuance of stock under any such plan or
the redemption or repurchase of any such rights pursuant thereto, (c) payments
under this Guarantee and (d) purchases of Common Stock related to the issuance
of Common Stock or rights under any of the Company's benefits plans for its
directors, officers or employees).

     SECTION 6.2. Ranking.

     This Guarantee will constitute an unsecured obligation of the Guarantor and
will rank subordinate and junior in right of payment to all Senior and
Subordinated Debt (as defined in the Indenture) of the Guarantor in the same
manner and to the same extent as set forth in Article XIII of the Indenture.

     SECTION 6.3. Subordination of Common Securities.

     If a Trust Enforcement Event has occurred and is continuing under the Trust
Agreement, the rights of the holders of the Common Securities to receive
Guarantee Payments hereunder shall be subordinated to the rights of the Holders
of the Capital Securities to receive Guarantee Payments under this Guarantee.

                                    ARTICLE 7

                                   TERMINATION

     SECTION 7.1. Termination.

     This Guarantee shall terminate upon (i) full payment of the Redemption
Price of all Securities, (ii) distribution of the Debentures to the Holders of
all the Securities or (iii) full payment of the amounts payable in accordance
with the Trust Agreement upon liquidation of the Trust. Notwithstanding the
foregoing, this Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any Holder of Securities must restore payment
of any sums paid under the Securities or under this Guarantee.

                                    ARTICLE 8

                                 INDEMNIFICATION

     SECTION 8.1. Indemnification.

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against any 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 the


                                       14



<PAGE>   19

trust or trusts hereunder, including the reasonable costs and expenses of
defending itself against, or investigating, any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
provisions of this Section 8.1 shall survive the termination of this Guarantee
or the resignation or removal of the Guarantee Trustee.

                                    ARTICLE 9

                                  MISCELLANEOUS

     SECTION 9.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII 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.

     SECTION 9.2. Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee may not be amended without the prior approval of the
Holders of at least a Majority in Liquidation Amount of the Securities. The
provisions of Section 11.2 of the Trust Agreement with respect to meetings of,
and action by written consent of, the Holders of the Securities apply to the
giving of such approval.

     SECTION 9.3. Notices.

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

          (a) If given to the Guarantee Trustee, at the Guarantee Trustee's
     mailing address set forth below (or such other address as the Guarantee
     Trustee may give notice of to the Guarantor and the Holders of the
     Securities):

                      Wilmington Trust Company
                      1100 North Market
                      Wilmington, Delaware 19890

                      Facsimile No.: (302) 651-8882
                      Attention: Corporate Trust Administration

          (b) If given to the Guarantor, at the Guarantor's mailing addresses
     set forth below (or such other address as the Guarantor may give notice of
     to the Guarantee Trustee and the Holders of the Securities):



                                       15


<PAGE>   20



                      U.S. Bancorp
                      601 Second Avenue South
                      Minneapolis, Minnesota 55402

                      Facsimile No.: (612) 973-0965
                      Attention:  Treasury Department

          (c) If given to any Holder of Securities, at the address set forth on
     the books and records of the Trust.

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

     SECTION 9.4. Benefit.

     This Guarantee is solely for the benefit of the Holders of the Securities
and, subject to Section 3.1(a), is not separately transferable from the
Securities.


                                       16

<PAGE>   21




     SECTION 9.5. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



    [The rest of this page has been left blank intentionally; the signature
                                 page follows.]


                                       17


<PAGE>   22


     IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first
above written.

                                       U.S. BANCORP,
                                       as Guarantor


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



                                       WILMINGTON TRUST COMPANY,
                                       as Guarantee Trustee



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




                                      18

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>7
<FILENAME>c62082ex25-1.txt
<DESCRIPTION>FORM T-1
<TEXT>

<PAGE>   1


                                                                    EXHIBIT 25.1

                                Registration No.:
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)

                            WILMINGTON TRUST COMPANY
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)

        Delaware                                              51-0055023
- ------------------------                                  -------------------
(State of incorporation)                                   (I.R.S. employer
                                                          identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    ----------------------------------------
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)


                                 USB Capital III
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)


          Delaware                                            41-1899114
  ------------------------                                -------------------
  (State of incorporation)                                 (I.R.S. employer
                                                          identification no.)


       601 Second Avenue South
        Minneapolis, Minnesota                                      55402-4302
- ----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip Code)

                      Capital Securities of USB Capital III
                      -------------------------------------
                       (Title of the indenture securities)


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

<PAGE>   2




ITEM 1. GENERAL INFORMATION.

               Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority to
               which it is subject.

               Federal Deposit Insurance Co.             State Bank Commissioner
               Five Penn Center                          Dover, Delaware
               Suite #2901
               Philadelphia, PA

          (b)  Whether it is authorized to exercise corporate trust powers.

               The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
          affiliation:

               Based upon an examination of the books and records of the trustee
          and upon information furnished by the obligor, the obligor is not an
          affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

               List below all exhibits filed as part of this Statement of
          Eligibility and Qualification.

          A.   Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.

          B.   Copy of By-Laws of Wilmington Trust Company.

          C.   Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.

          D.   Copy of most recent Report of Condition of Wilmington Trust
               Company.

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 27th day
of April, 2001.


                                          WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Patricia A. Evans              By:  /s/ Donald G. MacKelcan
        -----------------------------         ----------------------------------
        Assistant Secretary                   Name:  Donald G. MacKelcan
                                              Title: Vice President




<PAGE>   3


                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     Wilmington Trust Company, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "Wilmington Trust Company" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     First: - The name of this corporation is Wilmington Trust Company.

     Second: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is Wilmington Trust Company whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to



<PAGE>   4


     time by the agency or agencies of the government of the State of Delaware
     empowered to confer such authority.

     Third: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or


<PAGE>   5



          other obligations of any corporation, association, state or
          municipality, and may receive and manage any sinking fund therefor on
          such terms as may be agreed upon between the two parties, and in like
          manner may act as Treasurer of any corporation or municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state,



<PAGE>   6


          territory, colony, or possession thereof, or of any foreign government
          or country; to receive, collect, receipt for, and dispose of interest,
          dividends and income upon and from any of the bonds, mortgages,
          debentures, notes, shares of capital stock, securities, obligations,
          contracts, evidences of indebtedness and other property held and owned
          by it, and to exercise in respect of all such bonds, mortgages,
          debentures, notes, shares of capital stock, securities, obligations,
          contracts, evidences of indebtedness and other property, any and all
          the rights, powers and privileges of individual owners thereof,
          including the right to vote thereon; to invest and deal in and with
          any of the moneys of the Corporation upon such securities and in such
          manner as it may think fit and proper, and from time to time to vary
          or realize such investments; to issue bonds and secure the same by
          pledges or deeds of trust or mortgages of or upon the whole or any
          part of the property held or owned by the Corporation, and to sell and
          pledge such bonds, as and when the Board of Directors shall determine,
          and in the promotion of its said corporate business of investment and
          to the extent authorized by law, to lease, purchase, hold, sell,
          assign, transfer, pledge, mortgage and convey real and personal
          property of any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.



<PAGE>   7


          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or could do, to purchase or otherwise acquire,
          to hold, own, to mortgage, sell, convey or otherwise dispose of, real
          and personal property, of every class and description, in any State,
          District, Territory or Colony of the United States, and in any foreign
          country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     Fourth: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article Fourth, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;



<PAGE>   8


          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the preference or relation, if any, of such
          dividends to the dividends payable on any other class or classes, or
          series of the same or other class of stock and whether such dividends
          shall be cumulative or non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article Fourth), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article Fourth), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     Fourth, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.

          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article Fourth), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up,



<PAGE>   9


          of the Corporation, the holders of the Common Stock shall be entitled
          to receive all of the remaining assets of the Corporation, tangible
          and intangible, of whatever kind available for distribution to
          stockholders ratably in proportion to the number of shares of Common
          Stock held by them respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article Fourth, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article Fourth and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article Fourth that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.



<PAGE>   10


     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     Fifth: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of Directors. The number of directors constituting
     the entire Board shall be not less than five nor more than twenty-five as
     fixed from time to time by vote of a majority of the whole Board, provided,
     however, that the number of directors shall not be reduced so as to shorten
     the term of any director at the time in office, and provided further, that
     the number of directors constituting the whole Board shall be twenty-four
     until otherwise fixed by a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled


<PAGE>   11


     to vote generally in the election of directors (considered for this purpose
     as one class) cast at a meeting of the stockholders called for that
     purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall be made by notice in writing, delivered
     or mailed by first class United States mail, postage prepaid, to the
     Secretary of the Corporation not less than 14 days nor more than 50 days
     prior to any meeting of the stockholders called for the election of
     directors; provided, however, that if less than 21 days' notice of the
     meeting is given to stockholders, such written notice shall be delivered or
     mailed, as prescribed, to the Secretary of the Corporation not later than
     the close of the seventh day following the day on which notice of the
     meeting was mailed to stockholders. Notice of nominations which are
     proposed by the Board of Directors shall be given by the Chairman on behalf
     of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     Sixth: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.

     Seventh: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     Eighth: - This Act shall be deemed and taken to be a private Act.

     Ninth: - This Corporation is to have perpetual existence.

     Tenth: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which


<PAGE>   12



     Committee, to the extent provided in said resolution, or in the By-Laws of
     the Company, shall have and may exercise all of the powers of the Board of
     Directors in the management of the business and affairs of the Corporation,
     and shall have power to authorize the seal of the Corporation to be affixed
     to all papers which may require it.

     Eleventh: - The private property of the stockholders shall not be liable
     for the payment of corporate debts to any extent whatever.

     Twelfth: - The Corporation may transact business in any part of the world.

     Thirteenth: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     Fourteenth: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     Fifteenth: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article Fifteenth:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or



<PAGE>   13



          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or

          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not with or into or otherwise
          involving an Interested Stockholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class of equity or convertible securities of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any Interested Stockholder, or any Affiliate of any Interested
          Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               Fifteenth shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article Fifteenth shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article Fifteenth:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or


<PAGE>   14


          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of transactions not involving a public
          offering within the meaning of the Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange rights, warrants or options, or otherwise, or (ii)
          the right to vote pursuant to any agreement, arrangement or
          understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.



<PAGE>   15


          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article Fifteenth on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of securities by the Corporation, or any
          Subsidiary has an aggregate fair market value of $1,000,000 or more.

          (e) Nothing contained in this Article Fifteenth shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     Sixteenth: - Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
     Sixteenth of this Charter or Act of Incorporation.

     Seventeenth: - (a) a Director of this Corporation shall not be liable to
     the Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."


<PAGE>   16


                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000


<PAGE>   17




                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

     Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

     Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

     Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

     Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II
                                    DIRECTORS

     Section 1. The authorized number of directors that shall constitute the
Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

     Section 2. Except as provided in these Bylaws or as otherwise required by
law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty-nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not



<PAGE>   18


be qualified to continue to serve as a director upon the termination of his or
her services in that office for any reason.

     Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

     Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

     Section 5. The Board of Directors shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

     Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

     Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although less
than a quorum, shall have the right to elect the successor who shall hold office
for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

     Section 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

     Section 11. The Board of Directors may at any time remove, with or without
cause, any member of any Committee appointed by it or any associate director or
officer elected by it and may appoint or elect his successor.


<PAGE>   19



     Section 12. The Board of Directors may designate an officer to be in charge
of such of the departments or divisions of the Company as it may deem advisable.


<PAGE>   20




                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive Committee

          (A) The Executive Committee shall be composed of not more than nine
     members who shall be selected by the Board of Directors from its own
     members and who shall hold office during the pleasure of the Board.

          (B) The Executive Committee shall have all the powers of the Board of
     Directors when it is not in session to transact all business for and in
     behalf of the Company that may be brought before it.

          (C) The Executive Committee shall meet at the principal office of the
     Company or elsewhere in its discretion at such times to be determined by a
     majority of its members, or at the call of the Chairman of the Executive
     Committee or at the call of the Chairman of the Board of Directors. The
     majority of its members shall be necessary to constitute a quorum for the
     transaction of business. Special meetings of the Executive Committee may be
     held at any time when a quorum is present.

          (D) Minutes of each meeting of the Executive Committee shall be kept
     and submitted to the Board of Directors at its next meeting.

          (E) The Executive Committee shall advise and superintend all
     investments that may be made of the funds of the Company, and shall direct
     the disposal of the same, in accordance with such rules and regulations as
     the Board of Directors from time to time make.

          (F) In the event of a state of disaster of sufficient severity to
     prevent the conduct and management of the affairs and business of the
     Company by its directors and officers as contemplated by these By-Laws any
     two available members of the Executive Committee as constituted immediately
     prior to such disaster shall constitute a quorum of that Committee for the
     full conduct and management of the affairs and business of the Company in
     accordance with the provisions of Article III of these By-Laws; and if less
     than three members of the Trust Committee is constituted immediately prior
     to such disaster shall be available for the transaction of its business,
     such Executive Committee shall also be empowered to exercise all of the
     powers reserved to the Trust Committee under Article III Section 2 hereof.
     In the event of the unavailability, at such time, of a minimum of two
     members of such Executive Committee, any three available directors shall
     constitute the Executive Committee for the full conduct and management of
     the affairs and business of the Company in accordance with the foregoing
     provisions of this Section. This By-Law shall be subject to implementation
     by Resolutions of the Board of Directors presently existing or hereafter
     passed from time to time for that purpose, and any provisions of these
     By-Laws (other than this Section) and any resolutions which are contrary to
     the provisions of this Section or to the provisions of any such
     implementary Resolutions shall be suspended during such a disaster period
     until it shall be determined by any interim Executive



<PAGE>   21


     Committee acting under this section that it shall be to the advantage of
     the Company to resume the conduct and management of its affairs and
     business under all of the other provisions of these By-Laws.

     Section 2. Audit Committee

          (A) The Audit Committee shall be composed of five members who shall be
     selected by the Board of Directors from its own members, none of whom shall
     be an officer of the Company, and shall hold office at the pleasure of the
     Board.

          (B) The Audit Committee shall have general supervision over the Audit
     Division in all matters however subject to the approval of the Board of
     Directors; it shall consider all matters brought to its attention by the
     officer in charge of the Audit Division, review all reports of examination
     of the Company made by any governmental agency or such independent auditor
     employed for that purpose, and make such recommendations to the Board of
     Directors with respect thereto or with respect to any other matters
     pertaining to auditing the Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever the majority
     of its members shall deem it to be proper for the transaction of its
     business, and a majority of its Committee shall constitute a quorum.

     Section 3. Compensation Committee

          (A) The Compensation Committee shall be composed of not more than five
     (5) members who shall be selected by the Board of Directors from its own
     members who are not officers of the Company and who shall hold office
     during the pleasure of the Board.

          (B) The Compensation Committee shall in general advise upon all
     matters of policy concerning the Company brought to its attention by the
     management and from time to time review the management of the Company,
     major organizational matters, including salaries and employee benefits and
     specifically shall administer the Executive Incentive Compensation Plan.

          (C) Meetings of the Compensation Committee may be called at any time
     by the Chairman of the Compensation Committee, the Chairman of the Board of
     Directors, or the President of the Company.

     Section 4. Associate Directors

          (A) Any person who has served as a director may be elected by the
     Board of Directors as an associate director, to serve during the pleasure
     of the Board.

          (B) An associate director shall be entitled to attend all directors
     meetings and participate in the discussion of all matters brought to the
     Board, with the exception that he


<PAGE>   22




     would have no right to vote. An associate director will be eligible for
     appointment to Committees of the Company, with the exception of the
     Executive Committee, Audit Committee and Compensation Committee, which must
     be comprised solely of active directors.

     Section 5. Absence or Disqualification of Any Member of a Committee

          (A) In the absence or disqualification of any member of any Committee
     created under Article III of the By-Laws of this Company, the member or
     members thereof present at any meeting and not disqualified from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board of Directors to act at the meeting in the place
     of any such absent or disqualified member.


                                   ARTICLE IV
                                    OFFICERS

     Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

     Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board
of Directors shall preside at all meetings of the Board of Directors at which
the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

     Section 3. The President shall have the powers and duties pertaining to the
office of the President conferred or imposed upon him by statute or assigned to
him by the Board of Directors. In the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

     Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

     Section 5. There may be one or more Vice Presidents, however denominated by
the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.


<PAGE>   23


     Section 6. The Secretary shall attend to the giving of notice of meetings
of the stockholders and the Board of Directors, as well as the Committees
thereof, to the keeping of accurate minutes of all such meetings and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

     Section 7. The Treasurer shall have general supervision over all assets and
liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

     Section 8. There may be a Controller who shall exercise general supervision
over the internal operations of the Company, including accounting, and shall
render to the Board of Directors at appropriate times a report relating to the
general condition and internal operations of the Company.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. The officer designated by the Board of Directors to be in charge
of the Audit Division of the Company with such title as the Board of Directors
shall prescribe, shall report to and be directly responsible only to the Board
of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

     Section 10. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time to
time by the Board of Directors, who shall ex officio hold the office Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.

     Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.




<PAGE>   24


                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

     Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

     Section 2. Certificates of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall recite
that the stock represented thereby is transferrable only upon the books of the
Company by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be issued
only upon giving such security as may be satisfactory to the Board of Directors
or the Executive Committee.

     Section 3. The Board of Directors of the Company is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI
                                      SEAL


     Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
                    "Wilmington TrustCompany" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII
                                   FISCAL YEAR

     Section 1. The fiscal year of the Company shall be the calendar year.



<PAGE>   25


                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     Section 1. The Chairman of the Board, the President or any Vice President,
however denominated by the Board of Directors, shall have full power and
authority to enter into, make, sign, execute, acknowledge and/or deliver and the
Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.


                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.


                                    ARTICLE X
                                 INDEMNIFICATION

     Section 1. (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.


<PAGE>   26


          (B) The Corporation shall pay the expenses incurred in defending any
     proceeding in advance of its final disposition, provided, however, that the
     payment of expenses incurred by a Director or officer in his capacity as a
     Director or officer in advance of the final disposition of the proceeding
     shall be made only upon receipt of an undertaking by the Director or
     officer to repay all amounts advanced if it should be ultimately determined
     that the Director or officer is not entitled to be indemnified under this
     Article or otherwise.

          (C) If a claim for indemnification or payment of expenses, under this
     Article X is not paid in full within ninety days after a written claim
     therefor has been received by the Corporation the claimant may file suit to
     recover the unpaid amount of such claim and, if successful in whole or in
     part, shall be entitled to be paid the expense of prosecuting such claim.
     In any such action the Corporation shall have the burden of proving that
     the claimant was not entitled to the requested indemnification of payment
     of expenses under applicable law.

          (D) The rights conferred on any person by this Article X shall not be
     exclusive of any other rights which such person may have or hereafter
     acquire under any statute, provision of the Charter or Act of
     Incorporation, these By-Laws, agreement, vote of stockholders or
     disinterested Directors or otherwise.

          (E) Any repeal or modification of the foregoing provisions of this
     Article X shall not adversely affect any right or protection hereunder of
     any person in respect of any act or omission occurring prior to the time of
     such repeal or modification.


                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.



<PAGE>   27


                                    EXHIBIT C




                             SECTION 321(B) CONSENT


     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                            WILMINGTON TRUST COMPANY


Dated:       April 27, 2001                 By: /s/ Donald G. MacKelcan
       ----------------------------            ---------------------------------
                                               Name:  Donald G. MacKelcan
                                               Title: Vice President





<PAGE>   28


                                    EXHIBIT D



                                     NOTICE


          This form is intended to assist state nonmember banks and savings
          banks with state publication requirements. It has not been approved by
          any state banking authorities. Refer to your appropriate state banking
          authorities for your state publication requirements.



R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------    ------------------
           Name of Bank                                                     City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------


<TABLE>
<CAPTION>
ASSETS
                                                                                               Thousands of dollars
<S>                      <C>                                                    <C>            <C>
Cash and balances due from depository institutions:
                                 Noninterest-bearing balances and currency and coins..........              218,332
                                              Interest-bearing balances.......................                    0
Held-to-maturity securities...................................................................               19,838
Available-for-sale securities.................................................................            1,378,378
Federal funds sold and securities purchased under agreements to resell........................              463,241
Loans and lease financing receivables:
                         Loans and leases, net of unearned income.............. 4,724,939
                         LESS:  Allowance for loan and lease losses............    70,118
                         LESS:  Allocated transfer risk reserve................         0
                         Loans and leases, net of unearned income, allowance, and reserve.....            4,654,821
Assets held in trading accounts...............................................................                    0
Premises and fixed assets (including capitalized leases)......................................              124,599
</TABLE>


<PAGE>   29


<TABLE>
<S>                                                                                                             <C>
Other real estate owned.......................................................................                  661
Investments in unconsolidated subsidiaries and associated companies...........................                1,697
Customers' liability to this bank on acceptances outstanding..................................                    0
Intangible assets.............................................................................                4,727
Other assets..................................................................................              133,523
Total assets..................................................................................            6,999,817
</TABLE>



                                                          CONTINUED ON NEXT PAGE


<PAGE>   30

<TABLE>
<CAPTION>
LIABILITIES
<S>                               <C>                                   <C>                               <C>
Deposits:
In domestic offices...........................................................................            5,238,186
                                  Noninterest-bearing................      988,834
                                  Interest-bearing...................    4,249,352
Federal funds purchased and Securities sold under agreements to repurchase....................              404,964
Demand notes issued to the U.S. Treasury......................................................               30,757
Trading liabilities (from Schedule RC-D)......................................................                    0
Other borrowed money:.........................................................................              ///////
                                  With original maturity of one year or less..................              662,000
                                  With original maturity of more than one year................               43,000
Bank's liability on acceptances executed and outstanding......................................                    0
Subordinated notes and debentures.............................................................                    0
Other liabilities (from Schedule RC-G)........................................................             139, 606
Total liabilities.............................................................................            6,518,513


EQUITY CAPITAL

Perpetual preferred stock and related surplus.................................................                    0
Common Stock..................................................................................                  500
Surplus (exclude all surplus related to preferred stock)......................................               62,118
Undivided profits and capital reserves........................................................               43,463
Net unrealized holding gains (losses) on available-for-sale securities........................              (4,777)
Total equity capital..........................................................................              481,304
Total liabilities, limited-life preferred stock, and equity capital...........................            6,999,817
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>8
<FILENAME>c62082ex25-2.txt
<DESCRIPTION>FORM T-1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 25.2

                                Registration No.:
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)


                            WILMINGTON TRUST COMPANY
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)

        Delaware                                                51-0055023
- ------------------------                                   -------------------
(State of incorporation)                                    (I.R.S. employer
                                                           identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    ----------------------------------------
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)


                                  U.S. Bancorp
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)


         Delaware                                              41-0255900
  ------------------------                                 -------------------
  (State of incorporation)                                 (I.R.S. employer
                                                           identification no.)


      601 Second Avenue South
       Minneapolis, Minnesota                                  55402-4302
- ----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)

               Guarantees of Capital Securities of USB Capital III
               ---------------------------------------------------
                       (Title of the indenture securities)


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

<PAGE>   2



ITEM 1. GENERAL INFORMATION.

          Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          Federal Deposit Insurance Co.        State Bank Commissioner
          Five Penn Center                            Dover, Delaware
          Suite #2901
          Philadelphia, PA

     (b)  Whether it is authorized to exercise corporate trust powers.

          The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each
     affiliation:

          Based upon an examination of the books and records of the trustee and
     upon information furnished by the obligor, the obligor is not an affiliate
     of the trustee.

ITEM 3. LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
     and Qualification.

     A.   Copy of the Charter of Wilmington Trust Company, which includes the
          certificate of authority of Wilmington Trust Company to commence
          business and the authorization of Wilmington Trust Company to exercise
          corporate trust powers.

     B.   Copy of By-Laws of Wilmington Trust Company.

     C.   Consent of Wilmington Trust Company required by Section 321(b) of
          Trust Indenture Act.

     D.   Copy of most recent Report of Condition of Wilmington Trust Company.

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 27th day
of April, 2001.


                                            WILMINGTON TRUST COMPANY

[SEAL]

Attest:   /s/ Patricia A. Evans             By:  /s/ Donald G. MacKelcan
- --------------------------------------          --------------------------------
          Assistant Secretary                   Name:  Donald G. MacKelcan
                                                Title: Vice President




<PAGE>   3


                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     Wilmington Trust Company, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "Wilmington Trust Company" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     First: - The name of this corporation is Wilmington Trust Company.

     Second: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is Wilmington Trust Company whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to time by the agency or agencies of the
     government of the State of Delaware empowered to confer such authority.


<PAGE>   4


     Third: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or



<PAGE>   5


          other obligations of any corporation, association, state or
          municipality, and may receive and manage any sinking fund therefor on
          such terms as may be agreed upon between the two parties, and in like
          manner may act as Treasurer of any corporation or municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state,



<PAGE>   6



          territory, colony, or possession thereof, or of any foreign government
          or country; to receive, collect, receipt for, and dispose of interest,
          dividends and income upon and from any of the bonds, mortgages,
          debentures, notes, shares of capital stock, securities, obligations,
          contracts, evidences of indebtedness and other property held and owned
          by it, and to exercise in respect of all such bonds, mortgages,
          debentures, notes, shares of capital stock, securities, obligations,
          contracts, evidences of indebtedness and other property, any and all
          the rights, powers and privileges of individual owners thereof,
          including the right to vote thereon; to invest and deal in and with
          any of the moneys of the Corporation upon such securities and in such
          manner as it may think fit and proper, and from time to time to vary
          or realize such investments; to issue bonds and secure the same by
          pledges or deeds of trust or mortgages of or upon the whole or any
          part of the property held or owned by the Corporation, and to sell and
          pledge such bonds, as and when the Board of Directors shall determine,
          and in the promotion of its said corporate business of investment and
          to the extent authorized by law, to lease, purchase, hold, sell,
          assign, transfer, pledge, mortgage and convey real and personal
          property of any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.



<PAGE>   7


          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or could do, to purchase or otherwise acquire,
          to hold, own, to mortgage, sell, convey or otherwise dispose of, real
          and personal property, of every class and description, in any State,
          District, Territory or Colony of the United States, and in any foreign
          country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     Fourth: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article Fourth, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;



<PAGE>   8


          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the preference or relation, if any, of such
          dividends to the dividends payable on any other class or classes, or
          series of the same or other class of stock and whether such dividends
          shall be cumulative or non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article Fourth), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article Fourth), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     Fourth, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.

          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article Fourth), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up,


<PAGE>   9



          of the Corporation, the holders of the Common Stock shall be entitled
          to receive all of the remaining assets of the Corporation, tangible
          and intangible, of whatever kind available for distribution to
          stockholders ratably in proportion to the number of shares of Common
          Stock held by them respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article Fourth, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article Fourth and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article Fourth that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.


<PAGE>   10



     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     Fifth: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of Directors. The number of directors constituting
     the entire Board shall be not less than five nor more than twenty-five as
     fixed from time to time by vote of a majority of the whole Board, provided,
     however, that the number of directors shall not be reduced so as to shorten
     the term of any director at the time in office, and provided further, that
     the number of directors constituting the whole Board shall be twenty-four
     until otherwise fixed by a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled


<PAGE>   11


     to vote generally in the election of directors (considered for this purpose
     as one class) cast at a meeting of the stockholders called for that
     purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall be made by notice in writing, delivered
     or mailed by first class United States mail, postage prepaid, to the
     Secretary of the Corporation not less than 14 days nor more than 50 days
     prior to any meeting of the stockholders called for the election of
     directors; provided, however, that if less than 21 days' notice of the
     meeting is given to stockholders, such written notice shall be delivered or
     mailed, as prescribed, to the Secretary of the Corporation not later than
     the close of the seventh day following the day on which notice of the
     meeting was mailed to stockholders. Notice of nominations which are
     proposed by the Board of Directors shall be given by the Chairman on behalf
     of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     Sixth: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.

     Seventh: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     Eighth: - This Act shall be deemed and taken to be a private Act.

     Ninth: - This Corporation is to have perpetual existence.

     Tenth: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which


<PAGE>   12



     Committee, to the extent provided in said resolution, or in the By-Laws of
     the Company, shall have and may exercise all of the powers of the Board of
     Directors in the management of the business and affairs of the Corporation,
     and shall have power to authorize the seal of the Corporation to be affixed
     to all papers which may require it.

     Eleventh: - The private property of the stockholders shall not be liable
     for the payment of corporate debts to any extent whatever.

     Twelfth: - The Corporation may transact business in any part of the world.

     Thirteenth: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     Fourteenth: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     Fifteenth: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article Fifteenth:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or


<PAGE>   13


          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or

          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not with or into or otherwise
          involving an Interested Stockholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class of equity or convertible securities of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any Interested Stockholder, or any Affiliate of any Interested
          Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               Fifteenth shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article Fifteenth shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article Fifteenth:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or


<PAGE>   14


          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of transactions not involving a public
          offering within the meaning of the Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange rights, warrants or options, or otherwise, or (ii)
          the right to vote pursuant to any agreement, arrangement or
          understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.



<PAGE>   15


          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article Fifteenth on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of securities by the Corporation, or any
          Subsidiary has an aggregate fair market value of $1,000,000 or more.

          (e) Nothing contained in this Article Fifteenth shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     Sixteenth: - Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
     Sixteenth of this Charter or Act of Incorporation.

     Seventeenth: - (a) a Director of this Corporation shall not be liable to
     the Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."




<PAGE>   16


                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000


<PAGE>   17



                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

     Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

     Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

     Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

     Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II
                                    DIRECTORS

     Section 1. The authorized number of directors that shall constitute the
Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

     Section 2. Except as provided in these Bylaws or as otherwise required by
law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty-nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her services
in that office for any reason.


<PAGE>   18



     Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

     Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

     Section 5. The Board of Directors shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

     Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

     Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although less
than a quorum, shall have the right to elect the successor who shall hold office
for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

     Section 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

     Section 11. The Board of Directors may at any time remove, with or without
cause, any member of any Committee appointed by it or any associate director or
officer elected by it and may appoint or elect his successor.

     Section 12. The Board of Directors may designate an officer to be in charge
of such of the departments or divisions of the Company as it may deem advisable.


<PAGE>   19



                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive Committee

          (A) The Executive Committee shall be composed of not more than nine
     members who shall be selected by the Board of Directors from its own
     members and who shall hold office during the pleasure of the Board.

          (B) The Executive Committee shall have all the powers of the Board of
     Directors when it is not in session to transact all business for and in
     behalf of the Company that may be brought before it.

          (C) The Executive Committee shall meet at the principal office of the
     Company or elsewhere in its discretion at such times to be determined by a
     majority of its members, or at the call of the Chairman of the Executive
     Committee or at the call of the Chairman of the Board of Directors. The
     majority of its members shall be necessary to constitute a quorum for the
     transaction of business. Special meetings of the Executive Committee may be
     held at any time when a quorum is present.

          (D) Minutes of each meeting of the Executive Committee shall be kept
     and submitted to the Board of Directors at its next meeting.

          (E) The Executive Committee shall advise and superintend all
     investments that may be made of the funds of the Company, and shall direct
     the disposal of the same, in accordance with such rules and regulations as
     the Board of Directors from time to time make.

          (F) In the event of a state of disaster of sufficient severity to
     prevent the conduct and management of the affairs and business of the
     Company by its directors and officers as contemplated by these By-Laws any
     two available members of the Executive Committee as constituted immediately
     prior to such disaster shall constitute a quorum of that Committee for the
     full conduct and management of the affairs and business of the Company in
     accordance with the provisions of Article III of these By-Laws; and if less
     than three members of the Trust Committee is constituted immediately prior
     to such disaster shall be available for the transaction of its business,
     such Executive Committee shall also be empowered to exercise all of the
     powers reserved to the Trust Committee under Article III Section 2 hereof.
     In the event of the unavailability, at such time, of a minimum of two
     members of such Executive Committee, any three available directors shall
     constitute the Executive Committee for the full conduct and management of
     the affairs and business of the Company in accordance with the foregoing
     provisions of this Section. This By-Law shall be subject to implementation
     by Resolutions of the Board of Directors presently existing or hereafter
     passed from time to time for that purpose, and any provisions of these
     By-Laws (other than this Section) and any resolutions which are contrary to
     the provisions of this Section or to the provisions of any such
     implementary Resolutions shall


<PAGE>   20



     be suspended during such a disaster period until it shall be determined by
     any interim Executive Committee acting under this section that it shall be
     to the advantage of the Company to resume the conduct and management of its
     affairs and business under all of the other provisions of these By-Laws.

     Section 2. Audit Committee

          (A) The Audit Committee shall be composed of five members who shall be
     selected by the Board of Directors from its own members, none of whom shall
     be an officer of the Company, and shall hold office at the pleasure of the
     Board.

          (B) The Audit Committee shall have general supervision over the Audit
     Division in all matters however subject to the approval of the Board of
     Directors; it shall consider all matters brought to its attention by the
     officer in charge of the Audit Division, review all reports of examination
     of the Company made by any governmental agency or such independent auditor
     employed for that purpose, and make such recommendations to the Board of
     Directors with respect thereto or with respect to any other matters
     pertaining to auditing the Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever the majority
     of its members shall deem it to be proper for the transaction of its
     business, and a majority of its Committee shall constitute a quorum.

     Section 3. Compensation Committee

          (A) The Compensation Committee shall be composed of not more than five
     (5) members who shall be selected by the Board of Directors from its own
     members who are not officers of the Company and who shall hold office
     during the pleasure of the Board.

          (B) The Compensation Committee shall in general advise upon all
     matters of policy concerning the Company brought to its attention by the
     management and from time to time review the management of the Company,
     major organizational matters, including salaries and employee benefits and
     specifically shall administer the Executive Incentive Compensation Plan.

          (C) Meetings of the Compensation Committee may be called at any time
     by the Chairman of the Compensation Committee, the Chairman of the Board of
     Directors, or the President of the Company.


<PAGE>   21


     Section 4. Associate Directors

          (A) Any person who has served as a director may be elected by the
     Board of Directors as an associate director, to serve during the pleasure
     of the Board.

          (B) An associate director shall be entitled to attend all directors
     meetings and participate in the discussion of all matters brought to the
     Board, with the exception that he would have no right to vote. An associate
     director will be eligible for appointment to Committees of the Company,
     with the exception of the Executive Committee, Audit Committee and
     Compensation Committee, which must be comprised solely of active directors.

     Section 5. Absence or Disqualification of Any Member of a Committee

          (A) In the absence or disqualification of any member of any Committee
     created under Article III of the By-Laws of this Company, the member or
     members thereof present at any meeting and not disqualified from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board of Directors to act at the meeting in the place
     of any such absent or disqualified member.


                                   ARTICLE IV
                                    OFFICERS

     Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

     Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board
of Directors shall preside at all meetings of the Board of Directors at which
the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

     Section 3. The President shall have the powers and duties pertaining to the
office of the President conferred or imposed upon him by statute or assigned to
him by the Board of Directors. In the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

     Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


<PAGE>   22



     Section 5. There may be one or more Vice Presidents, however denominated by
the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

     Section 6. The Secretary shall attend to the giving of notice of meetings
of the stockholders and the Board of Directors, as well as the Committees
thereof, to the keeping of accurate minutes of all such meetings and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

     Section 7. The Treasurer shall have general supervision over all assets and
liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

     Section 8. There may be a Controller who shall exercise general supervision
over the internal operations of the Company, including accounting, and shall
render to the Board of Directors at appropriate times a report relating to the
general condition and internal operations of the Company.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. The officer designated by the Board of Directors to be in charge
of the Audit Division of the Company with such title as the Board of Directors
shall prescribe, shall report to and be directly responsible only to the Board
of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

     Section 10. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time to
time by the Board of Directors, who shall ex officio hold the office Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.


<PAGE>   23



     Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.


                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

     Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

     Section 2. Certificates of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall recite
that the stock represented thereby is transferrable only upon the books of the
Company by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be issued
only upon giving such security as may be satisfactory to the Board of Directors
or the Executive Committee.

     Section 3. The Board of Directors of the Company is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI
                                      SEAL

     Section 1. The corporate seal of the Company shall be in the following
form:

                 Between two concentric circles the words
                 "Wilmington Trust Company" within the inner circle
                 the words "Wilmington, Delaware."


<PAGE>   24


                                   ARTICLE VII
                                   FISCAL YEAR

     Section 1. The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     Section 1. The Chairman of the Board, the President or any Vice President,
however denominated by the Board of Directors, shall have full power and
authority to enter into, make, sign, execute, acknowledge and/or deliver and the
Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.


                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

     Section 1. (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the


<PAGE>   25



Corporation as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
Corporation shall indemnify a person in connection with a proceeding initiated
by such person only if the proceeding was authorized by the Board of Directors
of the Corporation.

          (B) The Corporation shall pay the expenses incurred in defending any
     proceeding in advance of its final disposition, provided, however, that the
     payment of expenses incurred by a Director or officer in his capacity as a
     Director or officer in advance of the final disposition of the proceeding
     shall be made only upon receipt of an undertaking by the Director or
     officer to repay all amounts advanced if it should be ultimately determined
     that the Director or officer is not entitled to be indemnified under this
     Article or otherwise.

          (C) If a claim for indemnification or payment of expenses, under this
     Article X is not paid in full within ninety days after a written claim
     therefor has been received by the Corporation the claimant may file suit to
     recover the unpaid amount of such claim and, if successful in whole or in
     part, shall be entitled to be paid the expense of prosecuting such claim.
     In any such action the Corporation shall have the burden of proving that
     the claimant was not entitled to the requested indemnification of payment
     of expenses under applicable law.

          (D) The rights conferred on any person by this Article X shall not be
     exclusive of any other rights which such person may have or hereafter
     acquire under any statute, provision of the Charter or Act of
     Incorporation, these By-Laws, agreement, vote of stockholders or
     disinterested Directors or otherwise.

          (E) Any repeal or modification of the foregoing provisions of this
     Article X shall not adversely affect any right or protection hereunder of
     any person in respect of any act or omission occurring prior to the time of
     such repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.



<PAGE>   26


                                    EXHIBIT C




                             SECTION 321(B) CONSENT


     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                            WILMINGTON TRUST COMPANY


Dated:       April 27, 2001                 By: /s/ Donald G. MacKelcan
       ---------------------------------       ---------------------------------
                                               Name:  Donald G. MacKelcan
                                               Title: Vice President





<PAGE>   27


                                    EXHIBIT D



                                     NOTICE


          This form is intended to assist state nonmember banks and savings
          banks with state publication requirements. It has not been approved by
          any state banking authorities. Refer to your appropriate state banking
          authorities for your state publication requirements.



R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------    ------------------
           Name of Bank                                                     City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------


<TABLE>
<CAPTION>
ASSETS
                                                                                               Thousands of dollars
<S>                        <C>                                                  <C>            <C>
Cash and balances due from depository institutions:
                                 Noninterest-bearing balances and currency and coins........                218,332
                                              Interest-bearing balances.....................                      0
Held-to-maturity securities.................................................................                 19,838
Available-for-sale securities...............................................................              1,378,378
Federal funds sold and securities purchased under agreements to resell......................                463,241
Loans and lease financing receivables:
                          Loans and leases, net of unearned income............. 4,724,939
                          LESS:  Allowance for loan and lease losses...........    70,118
                          LESS:  Allocated transfer risk reserve...............         0
                          Loans and leases, net of unearned income, allowance, and reserve..              4,654,821
Assets held in trading accounts.............................................................                      0
Premises and fixed assets (including capitalized leases)....................................                124,599
</TABLE>


<PAGE>   28



<TABLE>
<S>                                                                                            <C>
Other real estate owned.....................................................................                    661
Investments in unconsolidated subsidiaries and associated companies.........................                  1,697
Customers' liability to this bank on acceptances outstanding................................                      0
Intangible assets...........................................................................                  4,727
Other assets................................................................................                133,523
Total assets................................................................................              6,999,817
</TABLE>



                                                          CONTINUED ON NEXT PAGE


<PAGE>   29

<TABLE>
<CAPTION>
LIABILITIES
<S>                               <C>                                    <C>                   <C>
Deposits:
In domestic offices.........................................................................              5,238,186
                                  Noninterest-bearing.................     988,834
                                  Interest-bearing....................   4,249,352
Federal funds purchased and Securities sold under agreements to repurchase..................                404,964
Demand notes issued to the U.S. Treasury....................................................                 30,757
Trading liabilities (from Schedule RC-D)....................................................                      0
Other borrowed money:.......................................................................                ///////
                                  With original maturity of one year or less................                662,000
                                  With original maturity of more than one year..............                 43,000
Bank's liability on acceptances executed and outstanding....................................                      0
Subordinated notes and debentures...........................................................                      0
Other liabilities (from Schedule RC-G)......................................................               139, 606
Total liabilities...........................................................................              6,518,513


EQUITY CAPITAL

Perpetual preferred stock and related surplus...............................................                      0
Common Stock................................................................................                    500
Surplus (exclude all surplus related to preferred stock)....................................                 62,118
Undivided profits and capital reserves......................................................                423,463
Net unrealized holding gains (losses) on available-for-sale securities......................                (4,777)
Total equity capital........................................................................                481,304
Total liabilities, limited-life preferred stock, and equity capital.........................              6,999,817
</TABLE>





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
