ZIONS BANCORPORATION /UT/, S-4, 1997-01-23

ZIONS BANCORPORATION /UT/
S-4, 1997-01-23
NATIONAL COMMERCIAL BANKS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 1997
REGISTRATION NOS. 333- AND 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

<TABLE>
<S> <C>
ZIONS BANCORPORATION ZIONS INSTITUTIONAL
(Exact name of registrant CAPITAL TRUST A
as specified in its charter) (Exact name of registrant
UTAH as specified in its Issuer Agreement)
(State or other jurisdiction of DELAWARE
incorporation or organization) (State or other jurisdiction of
6712 incorporation or organization)
(Primary standard industrial 6099
classification code number) (Primary standard industrial
87-0227400 classification code number)
(I.R.S. Employer Identification No.) APPLIED FOR
1380 GATEWAY TOWER EAST (I.R.S. Employer Identification No.)
SALT LAKE CITY, UTAH 84133 C/O ZIONS BANCORPORATION
(801) 524-4787 1380 GATEWAY TOWER EAST
(Address, including zip code, and SALT LAKE CITY, UTAH 84133
telephone number, including area code, (801) 524-4787
of registrant's principal executive (Address, including zip code, and
offices) telephone number, including area code,
of registrant's principal executive
offices)
</TABLE>

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

DALE M. GIBBONS
ZIONS BANCORPORATION
1380 GATEWAY TOWER EAST
SALT LAKE CITY, UTAH 84133
(801) 524-4787
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

WITH A COPY TO:
STANLEY F. FARRAR, ESQ.
SULLIVAN & CROMWELL
444 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
(213) 955-8000
------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------------

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MINIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE
<S> <C> <C> <C>
Guarantee by Zions Bancorporation of Junior Subordinated
Deferrable Interest Debentures of Zions First National
Bank(1).................................................. $200,000,000 $1,000.00 $200,000,000
8.536% Capital Securities of Zions Institutional Capital
Trust A(2)............................................... 200,000 $1,000.00 $200,000,000
Zions Bancorporation Guarantee with respect to Capital
Securities(2)(3)......................................... N/A N/A N/A
Total...................................................... $200,000,000(4) 100% $200,000,000(4)

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Guarantee by Zions Bancorporation of Junior Subordinated
Deferrable Interest Debentures of Zions First National
Bank(1).................................................. N/A
8.536% Capital Securities of Zions Institutional Capital
Trust A(2)............................................... $60,606.06
Zions Bancorporation Guarantee with respect to Capital
Securities(2)(3)......................................... N/A
Total...................................................... $60,606.06
</TABLE>

(1) The Junior Subordinated Deferrable Interest Debentures were purchased by
Zions Institutional Capital Trust A with the proceeds of the sale of the
Capital Securities. No separate consideration will be received from
purchasers of Capital Securities for the Junior Subordinated Deferrable
Interest Debentures or the Guarantee thereof by Zions Bancorporation.

(2) This Registration Statement is deemed to cover the Guarantee by Zions
Bancorporation of Junior Subordinated Deferrable Interest Debentures of
Zions First National Bank, the rights of holders of the Guarantee by Zions
Bancorporation of the Junior Subordinated Deferrable Interest Debentures of
Zions First National Bank under the Indenture, the rights of holders of
Capital Securities of Zions Institutional Capital Trust A under the Trust
Agreement and the rights of holders of the Capital Securities under the
Guarantee by Zions Bancorporation of the Guarantee by Zions First National
Bank of the payment of Distributions on the Capital Securities, which taken
together fully and unconditionally guarantee the obligations of Zions
Institutional Capital Trust A under the Capital Securities.

(3) No separate consideration will be received for the Guarantee by Zions
Bancorporation of the Zions First National Bank Guarantee.

(4) Such amounts represent the aggregate liquidation amount of Capital
Securities to be issued and exchanged hereunder.
------------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.

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<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 23, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
PROSPECTUS

$200,000,000
ZIONS INSTITUTIONAL CAPITAL TRUST A
OFFER TO EXCHANGE ITS 8.536% CAPITAL SECURITIES, SERIES A, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF ITS
OUTSTANDING 8.536% CAPITAL SECURITIES, SERIES A

(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, TO THE EXTENT DESCRIBED HEREIN, BY

ZIONS FIRST NATIONAL BANK
AND
ZIONS BANCORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997, UNLESS EXTENDED.
---------------------

Zions Institutional Capital Trust A, a business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby offers, upon the terms and
subject to the conditions set forth in this Prospectus (as the same may be
amended or supplemented from time to time, the "Prospectus") and in the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"), to exchange up to $200,000,000 aggregate Liquidation Amount of its
8.536% Capital Securities, Series A (Liquidation Amount $1,000 per Capital
Security) (the "New Capital Securities") which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement (as defined herein) of which this Prospectus constitutes
a part, for a like Liquidation Amount of its outstanding 8.536% Capital
Securities, Series A (Liquidation Amount $1,000 per Capital Security) (the "Old
Capital Securities"), of which $200,000,000 aggregate Liquidation Amount is
outstanding. Pursuant to the Exchange Offer, Zions Bancorporation, a Utah
corporation (the "Holding Company," which together with its subsidiaries is
herein referred to as the "Corporation"), is also exchanging (i) its guarantee
with respect to the guarantee by Zions First National Bank (the "Bank") of the
payment of Distributions (as defined herein) and payments on liquidation or
redemption of the Old Capital Securities (the "Old Guarantee") for a like
guarantee with respect to the Bank's guarantee of the New Capital Securities
(the "New Guarantee"), and (ii) all of its guarantees (the "Old Debenture
Guarantees") of the outstanding 8.536% Junior Subordinated Deferrable Interest
Debentures, Series A (the "Junior Subordinated Debentures"), of which
$206,186,000 aggregate principal amount is outstanding, for identical guarantees
(the "New Debenture Guarantees") of the Junior Subordinated Debentures (the
Holding Company's guarantee of the Old Guarantee set forth in (i) above,
together with the Old Debenture Guarantee set forth in (ii) above, collectively
the "Old Parent Guarantee," and the Holding Company's guarantee of the New
Guarantee set forth in (i) above together with the New Debenture Guarantee, the
"New Parent Guarantee"), which New Parent Guarantee also has been registered
under the Securities Act. The Old Capital Securities, the Old Guarantee and the
Old Parent Guarantee are collectively referred to herein as the "Old Securities"
and the New Capital Securities, the New Guarantee and the New Parent Guarantee
are collectively referred to herein as the "New Securities."

(CONTINUED ON NEXT PAGE)
-------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 18 HEREOF FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE CAPITAL SECURITIES, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENT OF DISTRIBUTIONS ON THE CAPITAL
SECURITIES MAY BE DEFERRED AND CERTAIN RELATED UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.
-----------------

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY.
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

The date of this Prospectus is , 1997.
<PAGE>
(COVER PAGE CONTINUED)

The terms of the New Securities are identical in all material respects to
the respective terms of the Old Securities, except that (i) the New Securities
(other than the New Guarantee, which is exempt from the registration
requirements of the Securities Act) have been registered under the Securities
Act and therefore will not be subject to certain restrictions on transfer
applicable to the Old Securities and (ii) the New Capital Securities will not
provide for any increase in the Distribution rate thereon. See "Description of
New Securities" and "Description of Old Securities." The New Capital Securities
are being offered for exchange in order to satisfy certain obligations of the
Holding Company and the Issuer Trust under the Exchange and Registration Rights
Agreement, dated as of December 26, 1996 (the "Registration Rights Agreement"),
among the Holding Company, the Bank, the Issuer Trust and Goldman, Sachs & Co.,
Citicorp Securities, Inc. and Dean Witter Reynolds Inc. (the "Initial
Purchasers"). In the event that the Exchange Offer is consummated, any Old
Capital Securities which remain outstanding after consummation of the Exchange
Offer and the New Capital Securities issued in the Exchange Offer will vote
together as a single class for purposes of determining whether holders of the
requisite percentage in outstanding Liquidation Amount thereof have taken
certain actions or exercised certain rights under the Trust Agreement (as
defined herein).

The New Capital Securities represent preferred undivided beneficial
interests in the assets of the Issuer Trust. The Bank, a subsidiary of the
Holding Company, is the holder of all of the beneficial interests represented by
common securities of the Issuer Trust ("Common Securities" and, collectively
with the Capital Securities, the "Trust Securities"). Chemical Trust Company of
California is the Property Trustee of the Issuer Trust. The Issuer Trust exists
for the sole purpose of issuing the Trust Securities and investing the proceeds
thereof in Junior Subordinated Debentures issued by the Bank. The Junior
Subordinated Debentures mature on December 15, 2026 (the "Stated Maturity"). The
Capital Securities will have a preference under certain circumstances over the
Common Securities with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise. See "Description of New Securities --
Description of Capital Securities -- Subordination of Common Securities."

As used herein, (i) the "Indenture" means the Junior Subordinated Indenture
relating to the Junior Subordinated Debentures and the Debenture Guarantees, as
amended and supplemented from time to time, among the Holding Company, the Bank
and Chemical Trust Company of California, as trustee (the "Debenture Trustee"),
(ii) the "Trust Agreement" means the Amended and Restated Trust Agreement
relating to the Issuer Trust among the Bank, as Depositor, Chemical Trust
Company of California, as Property Trustee (the "Property Trustee"), Chase
Manhattan Bank Delaware, as Delaware Trustee (the "Delaware Trustee"), the
Administrative Trustees named therein (the Property Trustee, the Delaware
Trustee and the Administrative Trustees collectively, the "Issuer Trustees") and
the holders, from time to time, of undivided beneficial interests in the assets
of the Issuer Trust, (iii) the "Guarantee Agreement" means the Guarantee
Agreement among the Holding Company, the Bank and Chemical Trust Company of
California, as trustee (the "Guarantee Trustee"), providing a guarantee, on the
terms and conditions described herein, for the benefit of holders of the Capital
Securities (the "Guarantee"), and (iv) the "Expense Agreement" means the Expense
Agreement between the Bank, as holder of the Common Securities, and the Issuer
Trust. In addition, as the context may require, unless expressly stated
otherwise, (i) the "Capital Securities" includes the Old Capital Securities and
the New Capital Securities, (ii) the "Debenture Guarantee" includes the Old
Debenture Guarantee and the New Debenture Guarantee, (iii) the "Guarantee"
includes the Old Guarantee and the New Guarantee and (iv) the "Parent Guarantee"
includes the Old Parent Guarantee and the New Parent Guarantee.

Except as provided below, the Capital Securities will be represented by
global Capital Securities in fully registered form, deposited with a custodian
for and registered in the name of a nominee of The Depository Trust Company
("DTC"). Beneficial interests in such Capital Securities will be shown on, and
transfers thereof will be effected through, records maintained by DTC and its
participants. Beneficial interests in such Capital Securities will trade in
DTC's Same-Day Funds Settlement System and secondary market trading activity in
such interests will therefore settle in immediately available funds. The Capital
Securities will be issued, and may be transferred, only in blocks having a
Liquidation Amount of

2
<PAGE>
not less than $250,000 (250 Capital Securities). See "Description of New
Securities -- Description of Capital Securities -- Book Entry, Delivery and
Form."

Holders of the Capital Securities will be entitled to receive preferential
cumulative cash distributions accumulating from the date of original issuance
and payable semi-annually in arrears on the 15th day of June and December of
each year, commencing June 15, 1997, at the annual rate of 8.536% of the
Liquidation Amount of $1,000 per Capital Security ("Distributions"). The Bank
has the right to defer payment of interest on the Junior Subordinated Debentures
at any time or from time to time for a period not exceeding 10 consecutive
semiannual periods with respect to each deferral period (each, an "Extension
Period"), provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. Upon the termination of any such
Extension Period and the payment of all interest then accrued and unpaid
(together with interest thereon at the annual rate of 8.536%, compounded
semiannually, to the extent permitted by applicable law), the Bank may elect to
begin a new Extension Period subject to the requirements set forth herein. If
interest payments on the Junior Subordinated Debentures are so deferred,
Distributions on the Capital Securities will also be deferred and the Bank will
not be permitted, subject to certain exceptions described herein, to declare or
pay any cash distributions with respect to the Bank's capital stock or with
respect to debt securities of the Bank that rank PARI PASSU in all respects with
or junior to the Junior Subordinated Debentures. During an Extension Period,
interest on the Junior Subordinated Debentures will continue to accrue (and the
amount of Distributions to which holders of the Capital Securities are entitled
will accumulate) at the rate of 8.536% per annum, compounded semi-annually, and
holders of Capital Securities will be required to accrue interest income for
United States federal income tax purposes. See "Description of New Securities --
Description of Subordinated Debentures -- Option to Extend Interest Payment
Period" and "Certain Federal Income Tax Consequences -- Interest Income and
Original Issue Discount."

The Bank has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures, the Junior Subordinated Indenture and the Expense
Agreement (each as defined herein), taken together, fully, irrevocably and
unconditionally guaranteed all of the Issuer Trust's obligations under the
Capital Securities. See "Relationship Among the Capital Securities, the Junior
Subordinated Debentures, the Guarantee, the Expense Agreement and the Parent
Guarantee -- Full and Unconditional Guarantee." The Guarantee of the Bank
guarantees the payment of Distributions and payments on liquidation or
redemption of the Capital Securities, but only in each case to the extent of
funds held by the Issuer Trust, as described herein (the "Guarantee"). See
"Description of New Securities -- Description of Guarantee." If the Bank does
not make payments on the Junior Subordinated Debentures held by the Issuer
Trust, the Issuer Trust may have insufficient funds to pay Distributions on the
Capital Securities. The Guarantee does not cover payment of Distributions when
the Issuer Trust does not have sufficient funds to pay such Distributions. In
such event, a holder of Capital Securities may institute a legal proceeding
directly against the Bank to enforce payment of such Distributions to such
holder. See "Description of New Securities -- Description of Junior Subordinated
Debentures -- Enforcement of Certain Rights by Holders of Capital Securities."
The obligations of the Bank under the Guarantee and the Capital Securities are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined in "Description of New Securities -- Description of Junior Subordinated
Debentures -- Subordination") of the Bank.

The Corporation has irrevocably and unconditionally guaranteed (the "Parent
Guarantee") all of the Bank's obligations under the Junior Subordinated
Debentures and the Guarantee. See "Description of New Securities -- Parent
Guarantee." During any Extension Period the Holding Company will not be
permitted, subject to certain exceptions, to declare or pay any cash
distributions with respect to the Holding Company's capital stock or with
respect to debt securities of the Holding Company that rank PARI PASSU in all
respects with or junior to the Parent Guarantee.

The Capital Securities are subject to mandatory redemption, in whole or in
part, upon repayment of the Junior Subordinated Debentures at Stated Maturity or
their earlier redemption. The Junior Subordinated Debentures are redeemable
prior to maturity at the option of the Bank (i) on or after December 15, 2006,
in whole at any time or in part from time to time, or (ii) in whole (but not in
part) at any time within 90

3
<PAGE>
days following the occurrence and continuation of a Tax Event, Investment
Company Event or Capital Treatment Event (each as defined herein), in each case
at a redemption price set forth herein, which includes the accrued and unpaid
interest on the Junior Subordinated Debentures so redeemed to the date fixed for
redemption. The ability of the Bank to exercise its rights to redeem the Junior
Subordinated Debentures or to cause the redemption of the Capital Securities
prior to the Stated Maturity may be subject to prior regulatory approval by the
Office of the Comptroller of the Currency (the "OCC") or the Board of Governors
of the Federal Reserve System (the "Federal Reserve"), if then required under
applicable OCC or Federal Reserve capital guidelines or policies. See
"Description of New Securities -- Description of Junior Subordinated Debentures
- -- Redemption."

The holders of the outstanding Common Securities have the right at any time
to terminate the Issuer Trust and, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to cause the Junior
Subordinated Debentures to be distributed to the holders of the Capital
Securities and Common Securities in liquidation of the Issuer Trust. The ability
of the Bank to terminate the Issuer Trust may be subject to prior regulatory
approval of the OCC or the Federal Reserve, if then required under applicable
OCC or Federal Reserve capital guidelines or policies. See "Description of New
Securities -- Description of Capital Securities -- Liquidation Distribution Upon
Termination."

The Junior Subordinated Debentures are unsecured and subordinated to all
Senior Indebtedness of the Bank and the Parent Guarantee is unsecured and
subordinated to all Senior Indebtedness of the Holding Company.

In the event of the termination of the Issuer Trust, after satisfaction of
liabilities to creditors of the Issuer Trust as provided by applicable law, the
holders of the Capital Securities will be entitled to receive a Liquidation
Amount of $1,000 per Capital Security plus accumulated and unpaid Distributions
thereon to the date of payment, subject to certain exceptions, which may be in
the form of a distribution of such amount in Junior Subordinated Debentures. See
"Description of New Securities -- Description of Capital Securities --
Liquidation Distribution Upon Termination."

The Issuer Trust is making the Exchange Offer of the New Capital Securities
in reliance on the position of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the "Commission") as set forth in
certain interpretive letters addressed to third parties in other transactions.
However, neither the Holding Company nor the Issuer Trust has sought its own
interpretive letter, and there can be no assurance that the staff of the
Division of Corporation Finance of the Commission would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff of the
Division of Corporation Finance, and subject to the two immediately following
sentences, the Holding Company and the Issuer Trust believe that New Capital
Securities issued pursuant to this Exchange Offer in exchange for Old Capital
Securities may be offered for resale, resold and otherwise transferred by a
holder thereof (other than a holder who is a broker-dealer) without further
compliance with the registration and prospectus delivery requirements of the
Securities Act, provided that such New Capital Securities are acquired in the
ordinary course of such holder's business and that such holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such New Capital Securities. However, any holder of Old Capital Securities who
is an "affiliate" of the Holding Company, the Bank or the Issuer Trust within
the meaning of Rule 405 under the Securities Act (an "Affiliate") or who intends
to participate in the Exchange Offer for the purpose of distributing New Capital
Securities, or any broker-dealer who purchased Old Capital Securities from the
Issuer Trust to resell pursuant to Rule 144A under the Securities Act ("Rule
144A") or any other available exemption under the Securities Act, (i) will not
be able to rely on the interpretations of the staff of the Division of
Corporation Finance of the Commission set forth in the above-mentioned
interpretive letters, (ii) will not be entitled to tender such Old Capital
Securities in the Exchange Offer and (iii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or other transfer of such Old Capital Securities unless such sale is made
pursuant to an exemption from such requirements. In addition, as described
below, if any broker-dealer (a "Participating Broker-Dealer") holds Old Capital
Securities acquired for its own account as a result of market-making or other

4
<PAGE>
trading activities and exchanges such Old Capital Securities for New Capital
Securities, then such Participating Broker-Dealer must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of
such New Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required to
represent that (i) it is not an Affiliate, (ii) any New Capital Securities to be
received by it are being acquired in the ordinary course of its business, (iii)
it has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such New Capital
Securities, and (iv) if such holder is not a broker-dealer, such holder is not
engaged in, and does not intend to engage in, a distribution (within the meaning
of the Securities Act) of such New Capital Securities. In addition, the Holding
Company and the Issuer Trust may require such holder, as a condition to such
holder's eligibility to participate in the Exchange Offer, to furnish to the
Holding Company and the Issuer Trust (or an agent thereof) in writing
information as to the number of "beneficial owners" (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) on behalf of whom such holder holds the Capital Securities to be
exchanged in the Exchange Offer. Each Participating Broker-Dealer that receives
New Capital Securities for its own account pursuant to the Exchange Offer must
acknowledge that it acquired the Old Capital Securities for its own account as
the result of market-making activities or other trading activities and must
agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Capital Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Participating Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. Based on the position
taken by the staff of the Division of Corporation Finance of the Commission in
the interpretive letters referred to above, the Holding Company and the Issuer
Trust believe that Participating Broker-Dealers, may fulfill their prospectus
delivery requirements with respect to the New Capital Securities received upon
exchange of such Old Capital Securities (other than Old Capital Securities which
represent an unsold allotment from the original sale of the Old Capital
Securities) with a prospectus meeting the requirements of the Securities Act,
which may be the prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with respect to the resale of
such New Capital Securities. Accordingly, this Prospectus, as it may be amended
or supplemented from time to time, may be used by a Participating Broker-Dealer
during the period referred to below in connection with resales of New Capital
Securities received in exchange for Old Capital Securities where such Old
Capital Securities were acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights Agreement, the Holding
Company and the Issuer Trust have agreed that this Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 180 days after the Expiration Date (as defined herein) or, if
earlier, when all such New Capital Securities have been disposed of by such
Participating Broker-Dealer. See "Plan of Distribution." Any person, including
any Participating Broker-Dealer, who is an Affiliate may not rely on such
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. See "The Exchange Offer -- Resales of New Capital Securities."

In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal or delivery of an Agent's Message (as
defined herein) that, upon receipt of notice from the Holding Company or the
Issuer Trust of the occurrence of any event or the discovery of any fact which
makes any statement contained or incorporated by reference in this Prospectus
untrue in any material respect or which causes this Prospectus to omit to state
a material fact necessary in order to make the statements contained or
incorporated by reference herein, in the light of the circumstances under which
they were made, not misleading, or of the occurrence of certain other events
specified in the Registration Rights Agreement, such Participating Broker-Dealer
will suspend the sale of New Securities pursuant to this

5
<PAGE>
Prospectus until the Holding Company or the Issuer Trust has amended or
supplemented this Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to such Participating
Broker-Dealer, or the Holding Company or the Issuer Trust has given notice that
the sale of the New Capital Securities (or the Parent Guarantee, as applicable)
may be resumed, as the case may be.

Prior to the Exchange Offer, there has been only a limited secondary market
and no public market for the Old Capital Securities. The New Capital Securities
will be a new issue of securities for which there currently is no market.
Although the Initial Purchasers have informed the Holding Company and the Issuer
Trust that they each currently intend to make a market in the New Capital
Securities, they are not obligated to do so, and any such market making may be
discontinued at any time without notice. Accordingly, there can be no assurance
as to the development or liquidity of any market for the New Capital Securities.
Neither the Holding Company nor the Bank currently intends to apply for listing
of the New Capital Securities on any securities exchange or for quotation
through the National Association of Securities Dealers Automated Quotation
System.

Any Old Capital Securities not tendered and accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Trust Agreement
(except for those rights which terminate upon consummation of the Exchange
Offer). Following consummation of the Exchange Offer, the holders of Old Capital
Securities will continue to be subject to all of the existing restrictions upon
transfer thereof and neither the Holding Company nor the Issuer Trust will have
any further obligation to such holders (other than under certain limited
circumstances) to provide for registration under the Securities Act of the Old
Capital Securities held by them. To the extent that Old Capital Securities are
tendered and accepted in the Exchange Offer, a holder's ability to sell
untendered Old Capital Securities could be adversely affected. See "Risk Factors
- -- Consequences of a Failure to Exchange Old Capital Securities."

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.

Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on , 1997 (such time on such date
being hereinafter called the "Expiration Date"), unless the Exchange Offer is
extended by the Holding Company and the Issuer Trust (in which case the term
"Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended). Tenders of Old Capital Securities may be withdrawn at any
time on or prior to the Expiration Date. The Exchange Offer is not conditioned
upon any minimum Liquidation Amount of Old Capital Securities being tendered for
exchange. However, the Exchange Offer is subject to certain events and
conditions which may be waived by the Holding Company or the Issuer Trust and to
the terms and provisions of the Registration Rights Agreement. Old Capital
Securities may be tendered in whole or in part having a Liquidation Amount of
not less than $250,000 (250 Capital Securities) and any integral multiple of
$1,000 Liquidation Amount (1 Capital Security) in excess thereof. The Holding
Company has agreed to pay all expenses of the Exchange Offer, except as
otherwise specified herein. See "The Exchange Offer -- Fees and Expenses." Each
New Capital Security will pay cumulative Distributions from the most recent
Distribution Date (as defined herein) on the Old Capital Securities surrendered
in exchange for such New Capital Securities or, if no Distributions have been
paid on such Old Capital Securities, from December 26, 1996. Holders of the Old
Capital Securities whose Old Capital Securities are accepted for exchange will
not receive accumulated Distributions on such Old Capital Securities for any
period from and after the last Distribution Date on such Old Capital Securities
prior to the original issue date of the New Capital Securities or, if no such
Distributions have been paid, will not receive any accumulated Distributions on
such Old Capital Securities, and will be deemed to have waived the right to
receive any Distributions on such Old Capital Securities accumulated from and
after such Distribution Date or, if no such interest has been paid or duly
provided for, from and after December 26, 1996. This Prospectus, together with
the

6
<PAGE>
Letter of Transmittal, is being sent to all registered holders of Old Capital
Securities as of , 1997.

None of the Holding Company, the Bank or the Issuer Trust will receive any
proceeds from the issuance of the New Capital Securities offered hereby. No
dealer-manager is being used in connection with this Exchange Offer. See "Use of
Proceeds From Sale of Old Capital Securities" and "Plan of Distribution."

THE JUNIOR SUBORDINATED DEBENTURES ARE DIRECT AND UNSECURED OBLIGATIONS OF
THE BANK, DO NOT EVIDENCE DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER INSURER OR GOVERNMENTAL AGENCY.
THE JUNIOR SUBORDINATED DEBENTURES ARE SUBORDINATE TO THE CLAIMS OF DEPOSITORS
AND GENERAL CREDITORS OF THE BANK.

NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THE CAPITAL SECURITIES OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH
RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE OF ANY PURCHASER OR HOLDER
RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14, HAS
COMPLIED WITH ANY REQUEST BY THE BANK OR THE ISSUER TRUST FOR AN OPINION OF
COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION.
ANY PURCHASER OR HOLDER OF THE CAPITAL SECURITIES OR ANY INTEREST THEREIN WILL
BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER
(A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES
ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING.

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<PAGE>
THE CAPITAL SECURITIES WILL BE ISSUED, AND MAY BE HELD OR TRANSFERRED, ONLY
IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $250,000. ANY TRANSFER,
SALE OR OTHER DISPOSITION OF CAPITAL SECURITIES IN A BLOCK HAVING A LIQUIDATION
AMOUNT OF LESS THAN $250,000, OR RESULTING IN A HOLDER'S HOLDING CAPITAL
SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $250,000, SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER, ANY SUCH TRANSFEREE
SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE,
INCLUDING BUT NOT LIMITED TO THE RECEIPT OF DISTRIBUTIONS ON SUCH CAPITAL
SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER
IN SUCH CAPITAL SECURITIES.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 9
Incorporation of Certain Documents by Reference........................... 9
Summary................................................................... 11
Risk Factors.............................................................. 18
Zions Bancorporation and Zions First National Bank........................ 24
Consolidated Ratios of Earnings to Fixed Charges of the Corporation....... 25
Zions Institutional Capital Trust A....................................... 25
Use of Proceeds From Sale of Old Capital Securities....................... 26
Capitalization............................................................ 27
Accounting Treatment...................................................... 28
The Exchange Offer........................................................ 28
Description of New Securities............................................. 38
Description of Old Securities............................................. 63
Relationship Among the Capital Securities, the Junior Subordinated
Debentures, the Guarantee, the Expense Agreement and the Parent
Guarantee............................................................... 63
Certain Federal Income Tax Consequences................................... 65
Certain ERISA Considerations.............................................. 68
Supervision, Regulation and Other Matters................................. 70
Plan of Distribution...................................................... 72
Validity of New Capital Securities........................................ 72
Experts................................................................... 72
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE HOLDING COMPANY OR THE ISSUER TRUST. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN
OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE AFFAIRS OF THE HOLDING COMPANY OR THE ISSUER TRUST SINCE THE DATE HEREOF.

8
<PAGE>
AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports (including the Incorporated Documents), proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center,
14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material (including the Incorporated Documents) can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Such material (including the
Incorporated Documents) may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. The Holding
Company's common stock is quoted on the NASDAQ National Market System, and such
reports (including the Incorporated Documents), proxy statements and other
information concerning the Corporation can be inspected at the office of NASDAQ
Operations, 1735 K Street, N.W., Washington, D.C.

The Holding Company and the Issuer Trust have filed with the Commission a
Registration Statement on Form S-4 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to
the securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Corporation and the securities
offered hereby, reference is made to the Registration Statement and the exhibits
and the financial statements, notes and schedules filed as part thereof or
incorporated by reference therein, which may be inspected at the public
reference facilities of the Commission, at the addresses set forth above.
Statements made in this Prospectus concerning the contents of any documents
referred to herein are not necessarily complete, and in each instance are
qualified in all respects by reference to the copy of such document filed as an
exhibit to the Registration Statement.

No separate financial statements of the Issuer Trust have been included or
incorporated by reference herein. The Holding Company and the Issuer Trust do
not consider that such financial statements would be material to holders of the
Capital Securities because the Issuer Trust is a newly formed special purpose
entity, has no operating history or independent operations and is not engaged in
and does not propose to engage in any activity other than holding as trust
assets the Junior Subordinated Debentures and the Parent Guarantee and issuing
the Trust Securities. See "Zions Institutional Capital Trust A" and "Description
of New Securities." In addition, the Holding Company does not expect that the
Issuer Trust will be filing reports under the Exchange Act with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Corporation with the Commission (File
No. ) pursuant to Section 13(a) or 15(d) of the Exchange Act are
incorporated into this Prospectus by reference:

1. the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

2. the Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996; and

3. the Corporation's Current Reports on Form 8-K dated September 27,
1996 and December 26, 1996.

Each document or report filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
Expiration Date shall be deemed to be incorporated by reference into this
Prospectus from the date of filing of such document. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by

9
<PAGE>
reference herein or therein, shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
DALE GIBBONS, ZIONS BANCORPORATION, 1380 GATEWAY TOWER EAST, SALT LAKE CITY,
UTAH 84133, TELEPHONE NUMBER (801) 524-4787. IN ORDER TO ENSURE TIMELY DELIVERY
OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY . IN
ADDITION, THE HOLDING COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY REFERENCE HEREIN
(OTHER THAN EXHIBITS NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO THE TEXTS
OF SUCH DOCUMENTS).

10
<PAGE>
SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

ZIONS BANCORPORATION AND ZIONS FIRST NATIONAL BANK

Zions First National Bank (the "Bank") is a national banking association
with its principal office in Salt Lake City, Utah. The Bank provides a wide
variety of commercial and retail banking and mortgage-lending financial
services. At September 30, 1996, the Bank had total assets of $5.27 billion,
total loans (net of unearned income) of $2.38 billion, total deposits of $3.24
billion and total equity capital of $0.36 billion. The Bank's business is
subject to examination and regulation by federal banking authorities. Its
primary federal regulatory authority is the OCC.

The Bank is a wholly owned subsidiary of the Holding Company. The Holding
Company was organized under the laws of the State of Utah in 1955 and is
registered under the Bank Holding Company Act of 1956, as amended. The
Corporation is the second largest bank holding company headquartered in Utah and
provides a full range of banking and related services, primarily in Utah, Nevada
and Arizona. Its principal subsidiaries are banking subsidiaries and include the
Bank, the second largest commercial banking organization in Utah, Nevada State
Bank, the fifth largest commercial bank in Nevada, and National Bank of Arizona,
the fifth largest commercial bank in Arizona. At September 30, 1996, the
Corporation had total assets of $6.78 billion, total loans (net of unearned
income and allowance for loan losses) of $3.24 billion, total deposits of $4.57
billion and total shareholders' equity of $0.49 billion. The Holding Company's
principal executive offices are located at 1380 Gateway Tower East, Salt Lake
City, Utah 84133, and its telephone number at that address is (801) 524-4787.

ZIONS INSTITUTIONAL CAPITAL TRUST A

The Issuer Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State on December 18, 1996, which will be governed by the Trust Agreement among
the Bank, as Depositor, Chemical Trust Company of California, as Property
Trustee, Chase Manhattan Bank Delaware, as Delaware Trustee, the Administrative
Trustees named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Issuer Trust. The Issuer Trust's
business and affairs are conducted by its trustees: initially, Chemical Trust
Company of California, as Property Trustee, Chase Manhattan Bank Delaware, as
Delaware Trustee, and three Administrative Trustees who are employees or
officers of or affiliated with the Bank. The Issuer Trust exists for the
exclusive purposes of (i) issuing and selling the Trust Securities, (ii) using
the proceeds from the sale of the Trust Securities to acquire the Junior
Subordinated Debentures and (iii) engaging in only those other activities
necessary or incidental thereto (such as registering the transfer of the Trust
Securities). Accordingly, the Junior Subordinated Debentures will be the sole
assets of the Issuer Trust, and payments under the Junior Subordinated
Debentures will be the sole source of revenue of the Issuer Trust. The Issuer
Trust's principal executive offices are located at 1380 Gateway Tower East, Salt
Lake City, Utah 84133, Attention: Administrative Trustee and its telephone
number at that address is (501) 524-4787.

11
<PAGE>
THE EXCHANGE OFFER

<TABLE>
<S> <C>
The Exchange Offer............ Up to $200,000,000 aggregate Liquidation Amount of New
Capital Securities are being offered in exchange for a like
aggregate Liquidation Amount of Old Capital Securities. Old
Capital Securities may be tendered for exchange in whole or
in part in a Liquidation Amount of $250,000 (250 Capital
Securities), or any integral multiple of $1,000 in excess
thereof. The Holding Company and the Issuer Trust are making
the Exchange Offer in order to satisfy their obligations
under the Registration Rights Agreement relating to the Old
Capital Securities. For a description of the procedures for
tendering Old Capital Securities, see "The Exchange Offer --
Procedures For Tendering Old Capital Securities."

Expiration Date............... 5:00 p.m., New York City time, on , 1997 (such
time on such date being hereinafter called the "Expiration
Date") unless the Exchange Offer is extended by the Holding
Company and the Issuer Trust (in which case the term
"Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended). See "The Exchange
Offer -- Expiration Date; Extensions; Amendments."

Conditions to the Exchange
Offer....................... The Exchange Offer is subject to certain conditions, which
may be waived by the Holding Company and the Issuer Trust in
their sole discretion. The Exchange Offer is not conditioned
upon any minimum Liquidation Amount of Old Capital
Securities being tendered. See "The Exchange Offer --
Conditions to the Exchange Offer." The Holding Company and
the Issuer Trust reserve the right in their sole and
absolute discretion, subject to applicable law, at any time
and from time to time, (i) to delay the acceptance of the
Old Capital Securities for exchange, (ii) to terminate the
Exchange Offer if certain specified conditions have not been
satisfied, (iii) to extend the Expiration Date of the
Exchange Offer and retain all Old Capital Securities
tendered pursuant to the Exchange Offer, subject, however,
to the right of holders of Old Capital Securities to
withdraw their tendered Old Capital Securities, or (iv) to
waive any condition or otherwise amend the terms of the
Exchange Offer in any respect. See "The Exchange Offer --
Expiration Date; Extensions; Amendments."

Withdrawal Rights............. Tenders of Old Capital Securities may be withdrawn at any
time on or prior to the Expiration Date by delivering a
written notice of such withdrawal to the Exchange Agent in
conformity with certain procedures set forth below under
"The Exchange Offer -- Withdrawal Rights."

Procedures for Tendering Old
Capital Securities.......... Tendering holders of Old Capital Securities must complete
and sign a Letter of Transmittal in accordance
</TABLE>

12
<PAGE>

<TABLE>
<S> <C>
with the instructions contained therein and forward the same
by mail, facsimile or hand delivery, together with any other
required documents, to the Exchange Agent, either with the
Old Capital Securities to be tendered or in compliance with
the specified procedures for guaranteed delivery of Old
Capital Securities. Certain brokers, dealers, commercial
banks, trust companies and other nominees may also effect
tenders by book-entry transfer. Holders of Old Capital
Securities registered in the name of a broker, dealer,
commercial bank, trust company or other nominee are urged to
contact such person promptly if they wish to tender Old
Capital Securities pursuant to the Exchange Offer. See "The
Exchange Offer -- Procedures for Tendering Old Capital
Securities."

Letters of Transmittal and certificates representing Old
Capital Securities should not be sent to the Holding Company
or the Issuer Trust. Such documents should only be sent to
the Exchange Agent. Questions regarding how to tender and
requests for information should be directed to the Exchange
Agent. See "The Exchange Offer -- Exchange Agent."

Resales of New Capital
Securities.................. The Holding Company and the Issuer Trust are making the
Exchange Offer in reliance on the position of the staff of
the Division of Corporation Finance of the Commission as set
forth in certain interpretive letters addressed to third
parties in other transactions. However, neither the Holding
Company nor the Issuer Trust has sought its own interpretive
letter and there can be no assurance that the staff of the
Division of Corporation Finance of the Commission would make
a similar determination with respect to the Exchange Offer
as it has in such interpretive letters to third parties.
Based on these interpretations by the staff of the Division
of Corporation Finance, and subject to the two immediately
following sentences, the Holding Company and the Issuer
Trust believe that New Capital Securities issued pursuant to
this Exchange Offer in exchange for Old Capital Securities
may be offered for resale, resold and otherwise transferred
by a holder thereof (other than a holder who is a
broker-dealer) without further compliance with the
registration and prospectus delivery requirements of the
Securities Act, provided that such New Capital Securities
are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has
no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the
Securities Act) of such New Capital Securities. However, any
holder of Old Capital Securities who is an Affiliate or who
intends to participate in the Exchange Offer for the purpose
of distributing New Capital Securities, or any broker-dealer
who purchased the Old Capital Securities
</TABLE>

13
<PAGE>

<TABLE>
<S> <C>
from the Issuer Trust to resell pursuant to Rule 144A or any
other available exemption under the Securities Act, (a) will
not be able to rely on the interpretations of the staff of
the Division of Corporation Finance of the Commission set
forth in the above-mentioned interpretive letters, (b) will
not be permitted or entitled to tender such Old Capital
Securities in the Exchange Offer and (c) must comply with
the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or other transfer
of such Old Capital Securities unless such sale is made
pursuant to an exemption from such requirements. In
addition, as described below, if any broker-dealer holds Old
Capital Securities acquired for its own account as a result
of market-making or other trading activities and exchanges
such Old Capital Securities for New Capital Securities, then
such broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection with any
resales of such New Capital Securities.

14
<PAGE>

<TABLE>
<S> <C>
prepared for an exchange offer so long as it contains a
description of the plan of distribution with respect to the
resale of such New Capital Securities. Accordingly, this
Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in
connection with resales of New Capital Securities received
in exchange for Old Capital Securities where such Old
Capital Securities were acquired by such Participating
Broker-Dealer for its own account as a result of
market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights
Agreement and to the limitations described below under "The
Exchange Offer -- Resales of New Capital Securities," the
Holding Company and the Issuer Trust have agreed that this
Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in
connection with resales of such New Capital Securities for a
period ending 90 days after the Expiration Date or, if
earlier, when all such New Capital Securities have been
disposed of by such Participating Broker-Dealer. See "Plan
of Distribution." Any person, including any Participating
Broker-Dealer, who is an Affiliate may not rely on such
interpretive letters and must comply with the registration
and prospectus delivery requirements of the Securities Act
in connection with any resale transaction. See "The Exchange
Offer -- Resales of New Capital Securities."

Exchange Agent................ The exchange agent with respect to the Exchange Offer is
Chemical Trust Company of California (the "Exchange Agent").
The addresses, and telephone and facsimile numbers of the
Exchange Agent are set forth in "The Exchange Offer --
Exchange Agent" and in the Letter of Transmittal.

Federal Income Tax
Consequences................ Although the matter is not free from doubt, an exchange of
Old Capital Securities for New Capital Securities should not
be taxable to Securityholders.
</TABLE>

15
<PAGE>
THE NEW CAPITAL SECURITIES

<TABLE>
<S> <C>
Securities Offered............ $200,000,000 aggregate Liquidation Amount of 8.536% Capital
Securities, Series A (Liquidation Amount $1,000 per Capital
Security).

Distribution Dates............ June 15 and December 15 of each year, commencing on the
first such date following the original issuance of the New
Capital Securities.

Extension Periods............. Distributions on New Capital Securities may be deferred for
the duration of any Extension Period selected by the Bank
with respect to the payment of interest on the Junior
Subordinated Debentures. No Extension Period will exceed 10
consecutive semiannual periods or extend beyond the Stated
Maturity. See "Description of New Securities -- Description
of Junior Subordinated Debentures -- Option to Extend
Interest Payment Period" and "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue
Discount."

Ranking....................... The New Capital Securities will rank PARI PASSU, and
payments thereon will be made PRO RATA, with the Common
Securities except as described under "Description of New
Securities -- Description of Capital Securities --
Subordination of Common Securities." The Junior Subordinated
Debentures will be unsecured and subordinate and junior in
right of payment to the extent and in the manner set forth
in the Junior Subordinated Indenture to all Senior
Indebtedness (as defined herein). See "Description of New
Securities -- Description of Junior Subordinated
Debentures." The Guarantee will constitute an unsecured
obligation of the Bank and will rank subordinate and junior
in right of payment to the extent and in the manner set
forth in the Guarantee to all Senior Indebtedness of the
Bank. See "Description of New Securities -- Description of
Guarantee." The Parent Guarantee will constitute an
unsecured obligation of the Holding Company and will rank
subordinated and junior in right of payment to all Senior
Indebtedness of the Holding Company. See "Description of New
Securities -- Parent Guarantee."

Redemption.................... The Trust Securities are subject to mandatory redemption in
whole but not in part (i) at the Stated Maturity upon
repayment of the Junior Subordinated Debentures, (ii)
contemporaneously with the optional redemption at any time
by the Bank of the Junior Subordinated Debentures upon the
occurrence and continuation of a Tax Event, Investment
Company Event or Capital Treatment Event and (iii) at any
time on or after December 15, 2006, contemporaneously with
the optional redemption by the Bank of the Junior
Subordinated Debentures, in each case at the applicable
</TABLE>

16
<PAGE>

<TABLE>
<S> <C>
Redemption Price. See "Description of New Securities --
Description of Capital Securities -- Redemption."

Rating........................ The New Capital Securities are expected to be rated a3 by
Moody's Investors Service, Inc., BBB- by Standard & Poor's
Ratings Services and A- by Thomson BankWatch Inc. A security
rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at
any time by the assigning rating organization.

ERISA Considerations.......... Prospective purchasers must carefully consider the
restrictions on purchase set forth under "Certain ERISA
Considerations."

Absence of Market for the
Capital Securities.......... The New Capital Securities will be a new issue of securities
for which there currently is no market. Although the Initial
Purchasers have informed the Issuer Trust and the Bank that
they currently intend to make a market in the New Capital
Securities, the Initial Purchasers are not obligated to do
so, and any such market making may be discontinued at any
time without notice. Accordingly, there can be no assurance
as to the development or liquidity of any market for the New
Capital Securities. See "Risk Factors--Absence of Public
Market."

Use of Proceeds............... Neither the Corporation nor the Issuer Trust will receive
any cash proceeds from the issuance of the New Capital
Securities offered hereby. See "Use of Proceeds From Sale of
Old Capital Securities."
</TABLE>

For additional information regarding the Capital Securities, see
"Description of New Securities" and "Certain Federal Income Tax Consequences."

RISK FACTORS

Holders tendering Old Capital Securities in the Exchange Offer should
carefully consider the matters set forth under "Risk Factors."

17
<PAGE>
RISK FACTORS

Holders of the Old Capital Securities should carefully review the
information contained elsewhere in this Prospectus and should particularly
consider the following matters prior to tendering Old Capital Securities in the
Exchange Offer.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE, THE JUNIOR SUBORDINATED
DEBENTURES AND THE PARENT GUARANTEE

The obligations of the Bank under the Guarantee issued by the Bank for the
benefit of the holders of Capital Securities and under the Junior Subordinated
Debentures are subordinate and junior in right of payment to all Senior
Indebtedness of the Bank. Substantially all liabilities of the Bank constitute
Senior Indebtedness. The federal banking agencies possess broad powers to take
corrective action as deemed appropriate for insured depository institutions,
including without limitation, under certain circumstances, the ability to
prohibit the payment of principal or interest on subordinated debt. See
"Supervision, Regulation and Other Matters." The obligations of the Holding
Company under the Parent Guarantee issued by the Holding Company for the benefit
of the holders of the Junior Subordinated Debentures and the Guarantee are
unsecured and rank subordinate and junior in right of payment to all Senior
Indebtedness of the Holding Company. Because the Holding Company is a holding
company, the right of the Holding Company to participate in any distribution of
assets of any subsidiary, upon such subsidiary's liquidation or reorganization
or otherwise (and thus the ability of holders of the Capital Securities, the
Junior Subordinated Debentures and the Guarantee to benefit indirectly from such
distribution), is subject to the prior claims of creditors of that subsidiary.
Accordingly, the Parent Guarantee will be effectively subordinated to all
existing and future liabilities of the Holding Company's subsidiaries. See
"Description of New Securities -- Parent Guarantee." None of the Junior
Subordinated Indenture, the Guarantee, the Trust Agreement or the Parent
Guarantee places any limitation on the amount of secured or unsecured debt,
including Senior Indebtedness, that may be incurred by the Bank or the Holding
Company. See "Description of New Securities -- Description of Guarantee --
Status of the Guarantee" and "Description of New Securities -- Description of
Junior Subordinated Debentures -- Subordination."

The ability of the Issuer Trust to pay amounts due on the Capital Securities
is solely dependent upon the Bank's making payments on the Junior Subordinated
Debentures as and when required or, if applicable, the Holding Company making
payments on the Junior Subordinated Debentures pursuant to its obligations under
the Parent Guarantee.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES

So long as no Event of Default (as defined in the Junior Subordinated
Indenture) has occurred and is continuing with respect to the Junior
Subordinated Debentures (a "Debenture Event of Default"), the Bank has the right
under the Junior Subordinated Indenture to defer the payment of interest on the
Junior Subordinated Debentures at any time or from time to time for a period not
exceeding 10 consecutive semi-annual periods with respect to each Extension
Period, provided that no Extension Period may extend beyond the Stated Maturity
of the Junior Subordinated Debentures. See "Description of New Securities --
Description of Junior Subordinated Debentures -- Debenture Events of Default."
As a consequence of any such deferral, semi-annual Distributions on the Capital
Securities by the Issuer Trust will be deferred (and the amount of Distributions
to which holders of the Capital Securities are entitled will accumulate
additional Distributions thereon at the rate of 8.536% per annum, compounded
semi-annually from the relevant payment date for such Distributions) during any
such Extension Period. During any such Extension Period, the Bank may not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Bank's capital stock
or (ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Bank that rank PARI PASSU
in all respects with or junior in interest to the Junior Subordinated Debentures
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Bank in connection with any employment contract, benefit
plan or other

18
<PAGE>
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Bank (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Bank's capital stock (or any capital stock of a
subsidiary of the Bank) for any class or series of the Bank's capital stock or
of any class or series of the Bank's indebtedness for any class or series of the
Bank's capital stock, (c) the purchase of fractional interests in shares of the
Bank's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, (d) any declaration
of a dividend in connection with any stockholder's rights plan, or the issuance
of rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks PARI PASSU with
or junior to such stock). Prior to the termination of any such Extension Period,
the Bank may further defer the payment of interest, provided that no Extension
Period may exceed 10 consecutive semi-annual periods or extend beyond the Stated
Maturity of the Junior Subordinated Debentures. Upon the termination of any
Extension Period and the payment of all interest then accrued and unpaid
(together with interest thereon at the annual rate of 8.536%, compounded
semi-annually, to the extent permitted by applicable law), the Bank may elect to
begin a new Extension Period subject to the above conditions. There is no
limitation on the number of times that the Bank may elect to begin an Extension
Period. See "Description of New Securities -- Description of Capital Securities
- -- Distributions" and "Description of New Securities -- Description of Junior
Subordinated Debentures -- Option to Extend Interest Payment Period."

Should an Extension Period occur, a holder of Capital Securities will
continue to accrue income (in the form of original issue discount) in respect of
its PRO RATA share of the Junior Subordinated Debentures held by the Issuer
Trust for United States federal income tax purposes. As a result, a holder of
Capital Securities will include such income in gross income for United States
federal income tax purposes in advance of the receipt of cash, and will not
receive the cash related to such income from the Issuer Trust if the holder
disposes of the Capital Securities prior to the record date for the payment of
Distributions. See "Certain Federal Income Tax Consequences -- Interest Income
and Original Issue Discount" and "-- Sales or Redemptions of Capital
Securities."

The Bank has no current intention of exercising its right to defer payments
of interest by extending the interest payment period on the Junior Subordinated
Debentures. However, should the Bank elect to exercise such right in the future,
the market price of the Capital Securities is likely to be affected. A holder
that disposes of its Capital Securities during an Extension Period, therefore,
might not receive the same return on its investment as a holder that continues
to hold its Capital Securities. In addition, as a result of the existence of the
Bank's right to defer interest payments, the market price of the Capital
Securities (which represent preferred undivided beneficial interests in the
assets of the Issuer Trust) may be more volatile than the market prices of other
securities on which original issue discount accrues that are not subject to such
deferrals.

TAX EVENT, INVESTMENT COMPANY EVENT OR CAPITAL TREATMENT EVENT REDEMPTION

Upon the occurrence and during the continuation of a Tax Event, Investment
Company Event or Capital Treatment Event, the Bank has the right to redeem the
Junior Subordinated Debentures in whole (but not in part) at any time within 90
days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event and thereby cause a mandatory redemption of the Capital
Securities. Any such redemption shall be at a price equal to the Make-Whole
Amount (as defined in "Description of New Securities -- Description of Capital
Securities -- Redemption"), together with accumulated Distributions to but
excluding the date fixed for redemption. The ability of the Bank to exercise its
right to redeem the Junior Subordinated Debentures prior to the Stated Maturity
may be

19
<PAGE>
subject to prior regulatory approval by the OCC or the Federal Reserve, if then
required under applicable OCC or Federal Reserve capital guidelines or policies.

A "Tax Event" means the receipt by the Issuer Trust of an opinion of counsel
to the Bank experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Capital Securities, there is more than an insubstantial risk that (i) the
Issuer Trust is, or will be within 90 days of the delivery of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the Junior Subordinated Debentures, (ii) interest payable by the Bank
on the Junior Subordinated Debentures is not, or within 90 days of the delivery
of such opinion will not be, deductible by the Bank, in whole or in part, for
United States federal income tax purposes or (iii) the Issuer Trust is, or will
be within 90 days of the delivery of the opinion, subject to more than a DE
MINIMIS amount of other taxes, duties or other governmental charges.

See " -- Possible Tax Law Changes Affecting the Capital Securities" for a
discussion of certain legislative proposals that, if adopted, could give rise to
a Tax Event, which may permit the Bank to cause a redemption of the Capital
Securities prior to December 15, 2006.

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

A "Capital Treatment Event" means the reasonable determination by the Bank
that, as a result of the occurrence of any amendment to, or change (including
any announced prospective change) in, the laws (or any rules or regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement, action or decision
is announced on or after the date of issuance of the Capital Securities, there
is more than an insubstantial risk that (i) the Bank will not be entitled to
treat an amount equal to the Liquidation Amount of the Capital Securities as at
least "Tier 2 Capital" (or the then equivalent thereof) for purposes of the
risk-based capital adequacy guidelines of the OCC, as then in effect and
applicable to the Bank or (ii) the Corporation will not be entitled to treat an
amount equal to the Liquidation Amount of the Capital Securities as "Tier 1
Capital" (or the then equivalent thereof) for purposes of the capital adequacy
guidelines of the Federal Reserve, as then in effect and applicable to the
Holding Company.

EXCHANGE OF CAPITAL SECURITIES FOR JUNIOR SUBORDINATED DEBENTURES

The holders of all of the outstanding Common Securities have the right at
any time to terminate the Issuer Trust and, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, cause the Junior
Subordinated Debentures to be distributed to the holders of the Capital
Securities and Common Securities in liquidation of the Issuer Trust. The ability
of the Bank to terminate the Issuer Trust may be subject to prior regulatory
approval by the OCC or the Federal Reserve, if then required under applicable
OCC or Federal Reserve capital guidelines or policies. See "Description of New
Securities -- Description of Capital Securities -- Liquidation Distribution Upon
Termination."

Under current United States federal income tax law and interpretations and
assuming, as expected, that the Issuer Trust will not be taxable as a
corporation, a distribution of the Junior Subordinated

20
<PAGE>
Debentures upon a liquidation of the Issuer Trust should not be a taxable event
to holders of the Capital Securities. However, if a Tax Event were to occur that
would cause the Issuer Trust to be subject to United States federal income tax
with respect to income received or accrued on the Junior Subordinated
Debentures, a distribution of the Junior Subordinated Debentures by the Issuer
Trust could be a taxable event to the Issuer Trust and the holders of the
Capital Securities. See "Certain Federal Income Tax Consequences -- Distribution
of Junior Subordinated Debentures to Securityholders."

MARKET PRICES

There can be no assurance as to the market prices for Capital Securities, or
for Junior Subordinated Debentures that may be distributed in exchange for
Capital Securities if a liquidation of the Issuer Trust occurs. Accordingly, the
Capital Securities that an investor may purchase, whether pursuant to the offer
made hereby or in the secondary market, or the Junior Subordinated Debentures
that a holder of Capital Securities may receive on liquidation of the Issuer
Trust may trade at a discount to the price that the investor paid to purchase
the Capital Securities offered hereby. Because holders of Capital Securities may
receive Junior Subordinated Debentures on termination of the Issuer Trust,
prospective purchasers of Capital Securities are also making an investment
decision with regard to the Junior Subordinated Debentures and should carefully
review all the information regarding the Junior Subordinated Debentures
contained herein. See "Description of New Securities -- Description of Junior
Subordinated Debentures."

RIGHTS UNDER THE GUARANTEE

Chemical Trust Company of California will act as the trustee under the
Guarantee (the "Guarantee Trustee") and will hold the Guarantee for the benefit
of the holders of the Capital Securities. Chemical Trust Company of California
will also act as Debenture Trustee for the Junior Subordinated Debentures and as
Property Trustee under the Trust Agreement. The Guarantee guarantees to the
holders of the Capital Securities the following payments, to the extent not paid
by the Issuer Trust: (i) any accumulated and unpaid Distributions required to be
paid on the Capital Securities, to the extent that the Issuer Trust has funds on
hand available therefor at such time, (ii) the Redemption Price with respect to
any Capital Securities called for redemption, to the extent that the Issuer
Trust has funds on hand available therefor at such time, and (iii) upon a
voluntary or involuntary termination, winding-up or liquidation of the Issuer
Trust (unless the Junior Subordinated Debentures are distributed to holders of
the Capital Securities), the lesser of (a) the aggregate of the Liquidation
Amount and all accumulated and unpaid Distributions to the date of payment, to
the extent that the Issuer Trust has funds on hand available therefor at such
time, and (b) the amount of assets of the Issuer Trust remaining available for
distribution to holders of the Capital Securities on liquidation of the Issuer
Trust. The Guarantee is subordinate as described under "-- Ranking of
Subordinated Obligations Under the Guarantee and the Junior Subordinated
Debentures." The holders of not less than a majority in aggregate Liquidation
Amount of the outstanding Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust power conferred upon the Guarantee Trustee under the Guarantee. Any holder
of the Capital Securities may institute a legal proceeding directly against the
Bank to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Issuer Trust, the Guarantee Trustee or any other person
or entity. If the Bank were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Issuer Trust may lack funds for
the payment of Distributions or amounts payable on redemption of the Capital
Securities or otherwise, and, in such event, holders of the Capital Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, if a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Bank to pay any amounts payable in
respect of the Junior Subordinated Debentures on the payment date on which such
payment is due and payable, then a holder of Capital Securities may institute a
legal proceeding directly against the Bank for enforcement of payment to such
holder of any amounts payable in respect of such Junior Subordinated Debentures
having a principal amount equal to the aggregate Liquidation Amount of the
Capital Securities of such holder (a "Direct Action"). In

21
<PAGE>
connection with such Direct Action, the Bank will have a right of set-off under
the Junior Subordinated Indenture to the extent of any payment made by the Bank
to such holder of Capital Securities in the Direct Action. Except as described
herein, holders of Capital Securities will not be able to exercise directly any
other remedy available to the holders of the Junior Subordinated Debentures or
assert directly any other rights in respect of the Junior Subordinated
Debentures. See "Description of New Securities -- Description of Junior
Subordinated Debentures -- Enforcement of Certain Rights by Holders of Capital
Securities," "-- Debenture Events of Default" and "Description of New Securities
- -- Description of Guarantee." The Trust Agreement provides that each holder of
Capital Securities by acceptance thereof agrees to the provisions of the
Guarantee and the Junior Subordinated Indenture.

LIMITED VOTING RIGHTS

Holders of Capital Securities will have limited voting rights relating
generally to the modification of the Capital Securities and the Guarantee and
the exercise of the Issuer Trust's rights as holder of Junior Subordinated
Debentures. Holders of Capital Securities will not be entitled to appoint,
remove or replace the Property Trustee or the Delaware Trustee except upon the
occurrence of certain events described herein. The Property Trustee, the
Administrative Trustees and the Bank may, subject to certain conditions, amend
the Trust Agreement without the consent of holders of Capital Securities to cure
any ambiguity or make other provisions not inconsistent with other provisions
under the Trust Agreement or to ensure that the Issuer Trust (i) will not be
taxable as a corporation or will be taxable as a grantor trust for United States
federal income tax purposes or (ii) will not be required to register as an
"investment company" under the Investment Company Act. See "Description of New
Securities -- Description of Capital Securities -- Voting Rights; Amendment of
Trust Agreement" and " -- Removal of Issuer Trustees; Appointment of
Successors."

CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES

The Old Capital Securities have not been registered under the Securities Act
or any state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case in
compliance with certain other conditions and restrictions. Old Capital
Securities which remain outstanding after consummation of the Exchange Offer
will continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Old Capital
Securities which remain outstanding will not be entitled to any rights to have
such Old Capital Securities registered under the Securities Act or to any
similar rights under the Registration Rights Agreement (subject to certain
limited exceptions). The Holding Company and the Issuer Trust do not intend to
register under the Securities Act any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer (subject to such limited
exceptions, if applicable).

To the extent that Old Capital Securities are tendered and accepted in the
Exchange Offer, a holder's ability to sell untendered Old Capital Securities
could be adversely affected. In addition, to the extent that Old Capital
Securities are tendered and accepted in connection with the Exchange Offer, any
trading market for Old Capital Securities which remain outstanding after the
Exchange Offer could be adversely affected.

The New Capital Securities and any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer will constitute a single
series of Capital Securities under the Trust Agreement and, accordingly, will
vote together as a single class for purposes of determining whether holders of
the requisite percentage in outstanding Liquidation Amount thereof have taken
certain actions or exercised certain rights under the Trust Agreement. See
"Description of New Securities -- Description of Capital Securities -- General."

The Trust Agreement and the Registration Rights Agreement provide that, if
the Exchange Offer is not consummated within 30 days of the date hereof, the
Distribution rate borne by the Old Capital

22
<PAGE>
Securities will increase by 0.25% per annum commencing on the 31st day after the
date hereof, until the Exchange Offer is consummated or the date which is three
years from the original issuance of the Old Capital Securities. See "Description
of Old Capital Securities." Following consummation of the Exchange Offer, the
Old Capital Securities will not be entitled to any such increase in the
Distribution rate thereon. The New Capital Securities will not be entitled to
any such increase in the Distribution rate thereon.

ABSENCE OF PUBLIC MARKET

The Old Capital Securities have not been registered under the Securities Act
or Part 16 of the regulations of the OCC and will be subject to restrictions on
transferability to the extent that they are not exchanged for New Capital
Securities. Although the New Capital Securities will generally be permitted to
be resold or otherwise transferred by the holders (who are not affiliates of the
Corporation, the Bank or the Issuer Trust) without compliance with the
registration requirements under the Securities Act, they will constitute a new
issue of securities with no established trading market. Capital Securities may
be transferred by the holders thereof only in blocks having a Liquidation Amount
of not less than $250,000 (250 Capital Securities). The Corporation, the Bank
and the Issuer have been advised by the Initial Purchasers that the Initial
Purchasers presently intend to make a market in the New Capital Securities.
However, the Initial Purchasers are not obligated to do so and any market-making
activity with respect to the New Capital Securities may be discontinued at any
time without notice. In addition, such market-making activity will be subject to
the limits imposed by the Securities Act and the Exchange Act and may be limited
during the Exchange Offer. Accordingly, no assurance can be given that an active
public or other trading market will develop for the New Capital Securities or
the Old Capital Securities or as to the liquidity of or the trading market for
the New Capital Securities or the Old Capital Securities. If an active public
market does not develop, the market price and liquidity of the New Capital
Securities may be adversely affected.

If a public trading market develops for the New Capital Securities, future
trading prices of such securities will depend on many factors including, among
other things, prevailing interest rates, the Bank's operating results and the
market for similar securities. Depending on prevailing interest rates, the
market for similar securities and other factors, including the financial
condition of the Bank and the Corporation, the New Capital Securities may trade
at a discount.

Notwithstanding the registration of the New Capital Securities pursuant to
the Exchange Offer, holders who are "affiliates" (as defined under Rule 405 of
the Securities Act) of the Corporation, the Bank or the Issuer Trust may
publicly offer for sale or resell the New Capital Securities only in compliance
with the provisions of Rule 144 under the Securities Act.

Each broker-dealer that receives New Capital Securities for its own account
in exchange for Old Capital Securities, where such Old Capital Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Capital Securities. See "Plan of
Distribution."

EXCHANGE OFFER PROCEDURES

Subject to certain exceptions more fully described under "The Exchange Offer
- -- Acceptance for Exchange and Issuance of New Capital Securities," issuance of
the New Capital Securities in exchange for Old Capital Securities pursuant to
the Exchange Offer will be made only after a timely receipt by the Issuer Trust
of such Old Capital Securities, a properly completed and duly executed Letter of
Transmittal and all other required documents. Therefore, holders of the Old
Capital Securities desiring to tender such Old Capital Securities in exchange
for New Capital Securities should allow sufficient time to ensure timely
delivery. None of the Corporation, the Bank, the Issuer Trust or the Exchange
Agent is under any duty to give notification of defects or irregularities with
respect to the tenders of Old Capital Securities for exchange.

23
<PAGE>
POSSIBLE TAX LAW CHANGES AFFECTING THE CAPITAL SECURITIES

On March 19, 1996, the Revenue Reconciliation Bill of 1996 (the "Revenue
Reconciliation Bill"), the revenue portion of President Clinton's budget
proposal, was introduced in the 104th Congress. If enacted, the Revenue
Reconciliation Bill would have generally denied interest deductions for interest
on an instrument issued by a corporation that has a maximum term of more than 20
years and that is not shown as indebtedness on the separate balance sheet of the
issuer or, where the instrument is issued to a related party (other than a
corporation), where the holder or some other related party issues a related
instrument that is not shown as indebtedness on the issuer's consolidated
balance sheet. If a similar provision were to apply to the Junior Subordinated
Debentures, the Bank would be unable to deduct interest on the Junior
Subordinated Debentures. On March 29, 1996, the Chairmen of the Senate Finance
and House Ways and Means Committees issued a joint statement to the effect that
it was their intention that the effective date of the President's legislative
proposals, if adopted, would be no earlier than the date of appropriate
Congressional action. Under current law, the Bank will be able to deduct
interest on the Junior Subordinated Debentures. Although the 104th Congress
adjourned without enacting the above-described provisions of the Revenue
Reconciliation Bill, there can be no assurance that current or future
legislative proposals or final legislation will not affect the ability of the
Bank to deduct interest on the Junior Subordinated Debentures. Such a change
could give rise to a Tax Event, which may permit the Bank to cause a redemption
of the Capital Securities before December 15, 2006. See "Description of New
Securities -- Description of Junior Subordinated Debentures -- Redemption" and
"-- Description of Capital Securities -- Redemption." See also "Certain Federal
Income Tax Consequences -- Possible Tax Law Changes."

ZIONS BANCORPORATION AND ZIONS FIRST NATIONAL BANK

The Bank is a national banking association with its principal office in Salt
Lake City, Utah. The Bank provides a wide variety of commercial and retail
banking and mortgage-lending financial services. At September 30, 1996, the Bank
had total assets of $5.27 billion, total loans (net of unearned income) of $2.38
billion, total deposits of $3.24 billion and total equity capital of $0.36
billion. At December 31, 1995, the corresponding amounts were $4.29 billion,
$2.09 billion, $2.94 billion and $0.33 billion. The Bank's business is subject
to examination and regulation by federal banking authorities. Its primary
federal regulatory authority is the OCC.

The Bank is a wholly owned subsidiary of the Holding Company. The Holding
Company was organized under the laws of the State of Utah in 1955 and is
registered under the Bank Holding Company Act of 1956, as amended. The
Corporation is the second largest bank holding company headquartered in Utah and
provides a full range of banking and related services, primarily in Utah, Nevada
and Arizona. Its principal subsidiaries are banking subsidiaries and include the
Bank, the second largest commercial banking organization in the State of Utah,
Nevada State Bank, the fifth largest commercial bank in Nevada, and National
Bank of Arizona, the fifth largest commercial bank in Arizona. At September 30,
1996, the Corporation had total assets of $6.78 billion, total loans (net of
unearned income and allowance for loan losses) of $3.24 billion, total deposits
of $4.57 billion and total shareholders' equity of $0.49 billion. At December
31, 1995, the corresponding amounts were $5.62 billion, $2.74 billion, $4.10
billion and $0.43 billion. On November 19, 1996, the Holding Company entered
into an agreement to merge with Aspen Bancshares, a $450 million institution
headquartered in western Colorado. The Holding Company expects that this
transaction will close in the first half of 1997. The estimated aggregate
consideration will consist of common stock of the Holding Company valued at
approximately $75 million.

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<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES OF THE CORPORATION

The following table sets forth the ratios of earnings to fixed charges of
the Corporation for the respective periods indicated.

<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
-------------------------------------------------------------------------
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ---------------------------------------------------------
1996 1995 1994 1993 1992 1991
------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 2.80 2.59 2.43 3.00 3.46 2.20
Including Interest on Deposits.......... 1.69 1.59 1.60 1.70 1.57 1.27
</TABLE>

For purposes of computing the ratio of earnings to fixed charges, earnings
represent net income (loss) before extraordinary items plus applicable income
taxes and fixed charges. Fixed charges, excluding interest on deposits, include
interest expense (other than on deposits) and the proportion deemed
representative of the interest factor of rent expense, net of income from
subleases. Fixed charges, including interest on deposits, include all interest
expense and the proportion deemed representative of the interest factor of rent
expense, net of income from subleases. Pretax earnings required for preferred
stock dividends were computed using tax rates for the applicable year.

ZIONS INSTITUTIONAL CAPITAL TRUST A

The Issuer Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State on December 18, 1996, which will be governed by the Trust Agreement among
the Bank, as Depositor, Chemical Trust Company of California, as Property
Trustee, Chase Manhattan Bank Delaware, as Delaware Trustee, the Administrative
Trustees named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Issuer Trust. The Issuer Trust's
business and affairs are conducted by its trustees: initially Chemical Trust
Company of California, as Property Trustee, Chase Manhattan Bank Delaware, as
Delaware Trustee, and three Administrative Trustees who are employees or
officers of or affiliated with the Bank. The Issuer Trust exists for the
exclusive purposes of (i) issuing and selling the Trust Securities, (ii) using
the proceeds from the sale of the Trust Securities to acquire the Junior
Subordinated Debentures and (iii) engaging in only those other activities
necessary or incidental thereto (such as registering the transfer of the Trust
Securities). Accordingly, the Junior Subordinated Debentures are the sole assets
of the Issuer Trust, and payments under the Junior Subordinated Debentures are
the sole source of revenue of the Issuer Trust.

All of the Common Securities are owned by the Bank. The Common Securities
rank PARI PASSU, and payments will be made thereon PRO RATA, with the Capital
Securities, except that upon the occurrence and during the continuation of a
Debenture Event of Default arising as a result of any failure by the Bank to pay
any amounts in respect of the Junior Subordinated Debentures when due, the
rights of the holders of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Capital Securities. See
"Description of New Securities -- Description of Capital Securities --
Subordination of Common Securities." The Bank has acquired Common Securities in
an aggregate liquidation amount equal to 3% of the total capital of the Issuer
Trust. The Issuer Trust has a term of 31 years, but may terminate earlier as
provided in the Trust Agreement. The principal executive office of the Issuer
Trust is 1380 Gateway Tower East, Salt Lake City, Utah 84133, Attention:
Administrative Trustee, and its telephone number is (801) 524-4787.

25
<PAGE>
USE OF PROCEEDS FROM SALE OF OLD CAPITAL SECURITIES

None of the Issuer Trust, the Bank or the Holding Company will receive cash
proceeds from the issuance of the New Capital Securities offered hereby. In
consideration for issuing the New Capital Securities in exchange for Old Capital
Securities as described in this Prospectus, the Issuer Trust will receive Old
Capital Securities in like Liquidation Amount. The Old Capital Securities
surrendered in exchange for the New Capital Securities will be retired and
cancelled.

The net proceeds to the Issuer Trust from the offering of the Old Capital
Securities was approximately $200 million.

All of the proceeds to the Issuer Trust from the sale of the Old Capital
Securities were invested by the Issuer Trust in the Junior Subordinated
Debentures. All of the net proceeds received by the Bank from the sale of the
Junior Subordinated Debentures have been and will be used for general banking
purposes. The Junior Subordinated Debentures will qualify as at least Tier 2 or
supplementary capital with respect to the Bank under the capital guidelines
established by the OCC and as Tier 1 or core capital with respect to the
Corporation under the capital guidelines established by the Federal Reserve.
However, it is intended that the Junior Subordinated Debentures will replace
Tier 1 capital of an equal or lesser amount which will be advanced from the Bank
to the Holding Company for general corporate uses.

26
<PAGE>
CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization of
the Corporation as of September 30, 1996 and as adjusted to give effect to the
consummation of the offering of the Old Capital Securities and the application
of the proceeds thereof to return capital to the Holding Company. The issuance
of the New Capital Securities in the Exchange Offer will have no effect on the
capitalization of the Bank or the Corporation.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------------
AS
ACTUAL ADJUSTED
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
FHLB Advances Over One Year............................................................. 75,254 75,254
Long-Term Debt:
Subordinated Notes.................................................................... 54,000 54,000
Other................................................................................. 1,702 1,702
Total Long-Term Debt................................................................ $ 55,702 $ 55,702
----------- -----------
Total Long-Term Debt and FHLB Advances............................................ $ 130,956 $ 130,956
----------- -----------
Guaranteed Preferred Beneficial Interests in Bank's Junior Subordinated Deferrable
Interest Debentures(a)................................................................ -- 200,000
Shareholder's Equity
Preferred Stock, Without Par Value; Authorized 3,000,000 Shares; Issued and
Outstanding, None................................................................... -- --
Common Stock, Without Par Value; Authorized 30,000,000 Shares; Issued and Outstanding,
14,757,215 Shares................................................................... 83,788 83,788
Retained Earnings..................................................................... 409,131 409,131
Securities Valuation Allowance........................................................ (2,434) (2,434)
----------- -----------
Total Shareholder's Equity.......................................................... 490,485 490,485
----------- -----------
Total Capitalization of the Corporation(b)........................................ $ 621,441 $ 821,441
----------- -----------
----------- -----------
</TABLE>

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

(a) The sole assets of the Issuer Trust are the Junior Subordinated Debentures.
The Junior Subordinated Debentures held by the Issuer Trust (which accrue
interest at the rate of 8.536% per annum) will mature on December 15, 2026.
The Bank initially owns all of the Common Securities of the Issuer Trust
(which accummulate Distributions at a rate of 8.536% per annum). It is
anticipated that the Issuer Trust will not be subject to the reporting
requirements of the Exchange Act. See "Accounting Treatment."

(b) Subsequent to September 30, 1996, the capitalization of the Corporation has
been affected by various issuances, redemptions, repurchases and maturities
which are not reflected in this table.

27
<PAGE>
ACCOUNTING TREATMENT

For financial reporting purposes, the Issuer Trust will be treated as a
subsidiary of the Bank and, accordingly, the accounts of the Issuer Trust will
be included in the consolidated financial statements of the Bank and the
Corporation. The Capital Securities will be presented as a separate line item in
the consolidated balance sheets of the Bank and the Corporation, entitled
"Guaranteed Preferred Beneficial Interests in Bank's Junior Subordinated
Deferrable Interest Debentures" and appropriate disclosures about the Capital
Securities, the Guarantee and the Junior Subordinated Debentures will be
included in the notes to the consolidated financial statements of the
Corporation. For financial reporting purposes, Distributions on the Capital
Securities will be recorded in the consolidated statements of income of the Bank
and of the Corporation.

THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

In connection with the sale of the Old Capital Securities, the Holding
Company, the Bank and the Issuer Trust entered into the Registration Rights
Agreement with the Initial Purchasers, pursuant to which the Holding Company and
the Issuer Trust agreed to file and to use their reasonable best efforts to
cause to be declared effective by the Commission a registration statement with
respect to the exchange of the Old Capital Securities for capital securities
with terms identical in all material respects to the terms of the Old Capital
Securities. A copy of the Registration Rights Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.

The Exchange Offer is being made to satisfy the contractual obligations of
the Holding Company and the Issuer Trust under the Registration Rights
Agreement. The form and terms of the New Capital Securities are the same as the
form and terms of the Old Capital Securities, except that the New Capital
Securities (i) have been registered under the Securities Act and therefore will
not be subject to certain restrictions on transfer applicable to the Old Capital
Securities and (ii) will not provide for any increase in the Distribution rate
thereon. In that regard, the Trust Agreement and the Registration Rights
Agreement provide, among other things, that, if the Exchange Offer is not
consummated by , 1997, the Distribution rate borne by the Old Capital
Securities commencing on , 1997, will increase by 0.25% per annum until
the Exchange Offer is consummated. Upon consummation of the Exchange Offer,
holders of Old Capital Securities will not be entitled to any increase in the
Distribution rate thereon or any further registration rights under the
Registration Rights Agreement, except under limited circumstances. See "Risk
Factors -- Consequences of a Failure to Exchange Old Capital Securities" and
"Description of Old Securities."

The Exchange Offer is not being made to, nor will the Issuer Trust or the
Holding Company accept tenders for exchange from, holders of Old Capital
Securities in any jurisdiction in which the Exchange Offer or the acceptance
thereof would not be in compliance with the securities or blue sky laws of such
jurisdiction.

Unless the context requires otherwise, the term "holder" with respect to the
Exchange Offer means any person in whose name the Old Capital Securities are
registered on the books of the Issuer Trust or any other person who has obtained
a properly completed bond power from the registered holder, or any person whose
Old Capital Securities are held of record by DTC who desires to deliver such Old
Capital Securities by book-entry transfer at DTC.

Pursuant to the Exchange Offer, the Holding Company will exchange as soon as
practicable after the date hereof the Old Parent Guarantee for the New Parent
Guarantee. Concurrently, the Bank will exchange the Old Guarantee for the New
Guarantee. The New Parent Guarantee has been registered under the Securities
Act.

28
<PAGE>
TERMS OF EXCHANGE

The Issuer Trust hereby offers, upon the terms and subject to the conditions
set forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange up to $200,000,000 aggregate Liquidation Amount of New Capital
Securities for a like aggregate Liquidation Amount of Old Capital Securities
properly tendered on or prior to the Expiration Date and not properly withdrawn
in accordance with the procedures described below. The Issuer Trust will issue,
promptly after the Expiration Date, an aggregate Liquidation Amount of up to
$200,000,000 of New Capital Securities in exchange for a like Liquidation Amount
of outstanding Old Capital Securities tendered and accepted in connection with
the Exchange Offer. Holders may tender their Old Capital Securities in whole or
in part in a Liquidation Amount of not less than $250,000 or any integral
multiple of $1,000 in excess thereof.

The Exchange Offer is not conditioned upon any minimum Liquidation Amount of
Old Capital Securities being tendered. As of the date of this Prospectus,
$200,000,000 aggregate Liquidation Amount of Old Capital Securities is
outstanding.

Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer. Old Capital Securities which are
not tendered for or are tendered but not accepted in connection with the
Exchange Offer will remain outstanding and be entitled to the benefits of the
Trust Agreement, but will not be entitled to any further registration rights
under the Registration Rights Agreement, except under limited circumstances. See
"Risk Factors -- Consequences of a Failure to Exchange Old Capital Securities"
and "Description of Old Securities."

If any tendered Old Capital Securities are not accepted for exchange because
of an invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Capital Securities will be
returned, without expense, to the tendering holder thereof promptly after the
Expiration Date.

Holders who tender Old Capital Securities in connection with the Exchange
Offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the Letter of Transmittal, transfer taxes with respect to
the exchange of Old Capital Securities in connection with the Exchange Offer.
The Holding Company will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the Exchange Offer. See "--
Fees and Expenses."

NEITHER THE BOARD OF DIRECTORS OF THE HOLDING COMPANY OR THE BANK NOR ANY
TRUSTEE OF THE ISSUER TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL
SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION
OF THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO
ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD CAPITAL
SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE
EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD CAPITAL SECURITIES TO
TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND
CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION
AND REQUIREMENTS.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" means 5:00 p.m., New York City time, on
, 1997, unless the Exchange Offer is extended by the Issuer Trust
(in which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended).

The Holding Company and the Issuer Trust expressly reserve the right in
their sole discretion, subject to applicable law, at any time and from time to
time, (i) to delay the acceptance of the Old Capital Securities for exchange,
(ii) to terminate the Exchange Offer (whether or not any Old Capital Securities
have theretofore been accepted for exchange) if the Holding Company and the
Issuer Trust determine, in their sole discretion, that any of the events or
conditions referred to under "-- Conditions to the Exchange Offer" have occurred
or exist, (iii) to extend the Expiration Date of the Exchange Offer and

29
<PAGE>
retain all Old Capital Securities tendered pursuant to the Exchange Offer,
subject, however, to the right of holders of Old Capital Securities to withdraw
their tendered Old Capital Securities as described under "-- Withdrawal Rights,"
and (iv) to waive any condition or otherwise amend the terms of the Exchange
Offer in any respect. If the Exchange Offer is amended in a manner determined by
the Holding Company and the Issuer Trust to constitute a material change, or if
the Holding Company and the Issuer Trust waive a material condition of the
Exchange Offer, the Holding Company and the Issuer Trust will promptly disclose
such amendment by means of an amended or supplemented Prospectus that will be
distributed to the registered holders of the Old Capital Securities, and the
Issuer Trust will extend the Exchange Offer to the extent required by Rule 14e-1
under the Exchange Act.

Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent and by
making a public announcement thereof, and such announcement in the case of an
extension will be made no later than 9:00 a m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without limiting
the manner in which the Holding Company and the Issuer Trust may choose to make
any public announcement and subject to applicable law, the Holding Company and
the Issuer Trust shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a release to an
appropriate news agency.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW CAPITAL SECURITIES

Upon the terms and subject to the conditions of the Exchange Offer, the
Issuer Trust will exchange, and will issue to the Exchange Agent, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
(pursuant to the withdrawal rights described under "-- Withdrawal Rights")
promptly after the Expiration Date.

In all cases, delivery of New Capital Securities in exchange for Old Capital
Securities tendered and accepted for exchange pursuant to the Exchange Offer
will be made only after timely receipt by the Exchange Agent of (i) Old Capital
Securities or a book-entry confirmation of a book-entry transfer of Old Capital
Securities into the Exchange Agent's account at DTC, including an Agent's
Message if the tendering holder has not delivered a Letter of Transmittal, (ii)
the Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees or (in the case of a book-entry
transfer) an Agent's Message in lieu of the Letter of Transmittal, and (iii) any
other documents required by the Letter of Transmittal.

The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Capital Securities into the Exchange Agent's account
at DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgement from the tendering
participant, which acknowledgement states that such participant has received and
agrees to be bound by the Letter of Transmittal and that the Issuer Trust and
the Holding Company may enforce such Letter of Transmittal against such
participant.

Subject to the terms and conditions of the Exchange Offer, the Holding
Company and the Issuer Trust will be deemed to have accepted for exchange, and
thereby exchanged, Old Capital Securities validly tendered and not withdrawn as,
if and when the Issuer Trust gives oral or written notice to the Exchange Agent
of the Holding Company's and the Issuer Trust's acceptance of such Old Capital
Securities for exchange pursuant to the Exchange Offer. The Exchange Agent will
act as agent for the Holding Company and the Issuer Trust for the purpose of
receiving tenders of Old Capital Securities, Letters of Transmittal and related
documents, and as agent for tendering holders for the purpose of receiving Old
Capital Securities, Letters of Transmittal and related documents and
transmitting New Capital Securities to validly tendering holders. Such exchange
will be made promptly after the Expiration Date. If for any reason whatsoever,
acceptance for exchange or the exchange of any Old Capital Securities tendered
pursuant to the Exchange Offer is delayed (whether before or after the Holding
Company's and the Issuer Trust's acceptance for exchange of Old Capital
Securities) or the Holding

30
<PAGE>
Company and the Issuer Trust extend the Exchange Offer or are unable to accept
for exchange or exchange Old Capital Securities tendered pursuant to the
Exchange Offer, then, without prejudice to the Holding Company's and the Issuer
Trust's rights set forth herein, the Exchange Agent may, nevertheless, on behalf
of the Holding Company and the Issuer Trust and subject to Rule 14e-1(c) under
the Exchange Act, retain tendered Old Capital Securities and such Old Capital
Securities may not be withdrawn except to the extent tendering holders are
entitled to withdrawal rights as described under "-- Withdrawal Rights."

Pursuant to the Letter of Transmittal or Agent's Message in lieu thereof, a
holder of Old Capital Securities will warrant and agree in the Letter of
Transmittal that it has full power and authority to tender, exchange, sell,
assign and transfer Old Capital Securities, that the Issuer Trust will acquire
good, marketable and unencumbered title to the tendered Old Capital Securities,
free and clear of all liens, restrictions, charges and encumbrances, and the Old
Capital Securities tendered for exchange are not subject to any adverse claims
or proxies. The holder also will warrant and agree that it will, upon request,
execute and deliver any additional documents deemed by the Holding Company, the
Issuer Trust or the Exchange Agent to be necessary or desirable to complete the
exchange, sale, assignment, and transfer of the Old Capital Securities tendered
pursuant to the Exchange Offer.

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

VALID TENDER. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or (in the case of a book-entry tender) an
Agent's Message in lieu of the Letter of Transmittal, and any other required
documents, must be received by the Exchange Agent at its address set forth under
"-- Exchange Agent," and either (i) tendered Old Capital Securities must be
received by the Exchange Agent, or (ii) such Old Capital Securities must be
tendered pursuant to the procedures for book-entry transfer set forth below and
a book-entry confirmation, including an Agent's Message if the tendering holder
has not delivered a Letter of Transmittal, must be received by the Exchange
Agent, in each case on or prior to the Expiration Date, or (iii) the guaranteed
delivery procedures set forth below must be complied with.

If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in the
appropriate box on the Letter of Transmittal. The entire amount of Old Capital
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.

THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK ENTRY TRANSFER. The Exchange Agent will establish an account with
respect to the Old Capital Securities at DTC for purposes of the Exchange Offer
within two business days after the date of this Prospectus. Any financial
institution that is a participant in DTC's book-entry transfer facility system
may make a book-entry delivery of the Old Capital Securities by causing DTC to
transfer such Old Capital Securities into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Old Capital Securities may be effected through book-entry transfer into the
Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any
other required documents, must in any case be delivered to and received by the
Exchange Agent at its address set forth under "-- Exchange Agent" on or prior to
the Expiration Date, or the guaranteed delivery procedure set forth below must
be complied with.

31
<PAGE>
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

SIGNATURE GUARANTEES. Certificates for the Old Capital Securities need not
be endorsed and signature guarantees on the Letter of Transmittal are
unnecessary unless (i) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the certificate
or (ii) such registered holder completes the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in the Letter of Transmittal.
In the case of (i) or (ii) above, such certificates for Old Capital Securities
must be duly endorsed or accompanied by a properly executed bond power, with the
endorsement or signature on the bond power and on the Letter of Transmittal
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as an "eligible guarantor institution," including (as such terms
are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association (an "Eligible Institution"), unless surrendered
on behalf of such Eligible Institution. See Instruction 1 to the Letter of
Transmittal.

GUARANTEED DELIVERY. If a holder desires to tender Old Capital Securities
pursuant to the Exchange Offer and the certificates for such Old Capital
Securities are not immediately available or time will not permit all required
documents to reach the Exchange Agent on or before the Expiration Date, or the
procedures for book-entry transfer cannot be completed on a timely basis, such
Old Capital Securities may nevertheless be tendered, provided that all of the
following guaranteed delivery procedures are complied with:

(i) such tenders are made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to
Expiration Date; and

(iii) the certificates (or a book-entry confirmation) representing all
tendered Old Capital Securities, in proper form for transfer, together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof), with any required signature
guarantees and any other documents required by the Letter of Transmittal,
are received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such Notice of Guaranteed
Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.

Notwithstanding any other provision hereof, the delivery of New Capital
Securities in exchange for Old Capital Securities tendered and accepted for
exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of Old Capital Securities, or of a book-
entry confirmation with respect to such Old Capital Securities, and a properly
completed and duly executed Letter of Transmittal (or facsimile thereof or
Agent's Message in lieu thereof), together with any required signature
guarantees and any other documents required by the Letter of Transmittal.
Accordingly, the delivery of New Capital Securities might not be made to all
tendering holders at the same time, and will depend upon when Old Capital
Securities, book-entry confirmations with respect to Old Capital Securities and
other required documents are received by the Exchange Agent.

The Holding Company's and the Issuer Trust's acceptance for exchange of Old
Capital Securities tendered pursuant to any of the procedures described above
will constitute a binding agreement between the tendering holder and the Issuer
Trust upon the terms and subject to the conditions of the Exchange Offer.

32
<PAGE>
DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Capital Securities will be determined by the Holding Company
and the Issuer Trust, in their sole discretion, whose determination shall be
final and binding on all parties. The Holding Company and the Issuer Trust
reserve the absolute right, in their sole discretion, to reject any and all
tenders determined by them not to be in proper form or the acceptance of which,
or exchange for, may, in the view of counsel to the Holding Company or the
Issuer Trust, be unlawful. The Holding Company and the Issuer Trust also reserve
the absolute right, subject to applicable law, to waive any of the conditions of
the Exchange Offer as set forth under "-- Conditions to the Exchange Offer" or
any condition or irregularity in any tender of Old Capital Securities of any
particular holder whether or not similar conditions or irregularities are waived
in the case of other holders.

The Holding Company's and the Issuer Trust's interpretation of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding. No tender of Old Capital
Securities will be deemed to have been validly made until all irregularities
with respect to such tender have been cured or waived. Neither the Holding
Company, the Issuer Trust, any affiliates or assigns of the Holding Company or
the Issuer Trust, the Exchange Agent nor any other person shall be under any
duty to give any notification of any irregularities in tenders or incur any
liability for failure to give any such notification.

If any Letter of Transmittal, endorsement, bond power, power of attorney or
any other document required by the Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and unless waived by the Issuer Trust, proper
evidence satisfactory to the Holding Company and the Issuer Trust, in their sole
discretion, of such person's authority to so act must be submitted.

A beneficial owner of Old Capital Securities that are held by or registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
or custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.

RESALES OF NEW CAPITAL SECURITIES

The Holding Company and the Issuer Trust are making the Exchange Offer for
the Capital Securities in reliance on the position of the staff of the Division
of Corporation Finance of the Commission as set forth in certain interpretive
letters addressed to third parties in other transactions. However, neither the
Holding Company nor the Issuer Trust sought its own interpretive letter, and
there can be no assurance that the staff of the Division of Corporation Finance
of the Commission would make a similar determination with respect to the
Exchange Offer as it has in such interpretive letters to third parties. Based on
these interpretations by the staff of the Division of Corporation Finance, and
subject to the two immediately following sentences, the Holding Company and the
Issuer Trust believe that New Capital Securities issued pursuant to this
Exchange Offer in exchange for Old Capital Securities may be offered for resale,
resold and otherwise transferred by a holder thereof (other than a holder who is
a broker-dealer) without further compliance with the registration and prospectus
delivery requirements of the Securities Act, provided that such New Capital
Securities are acquired in the ordinary course of such holder's business and
that such holder is not participating, and has no arrangement or understanding
with any person to participate, in a distribution (within the meaning of the
Securities Act) of such New Capital Securities. However, any holder of Old
Capital Securities who is an Affiliate or who intends to participate in the
Exchange Offer for the purpose of distributing New Capital Securities, or any
broker-dealer who purchased Old Capital Securities from the Issuer Trust to
resell pursuant to Rule 144A or any other available exemption under the
Securities Act, (i) will not be able to rely on the interpretations of the staff
of the Division of Corporation Finance of the Commission set forth in the
above-mentioned interpretive letters, (ii) will not be permitted or entitled to
tender such Old Capital Securities in the Exchange Offer and (iii) must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any sale or other transfer of such Old Capital Securities
unless such sale is made

33
<PAGE>
pursuant to an exemption from such requirements. In addition, as described
below, Participating Broker-Dealers must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of New Capital
Securities.

Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required to
represent that (i) it is not an Affiliate, (ii) any New Capital Securities to be
received by it are being acquired in the ordinary course of its business, (iii)
it has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such New Capital
Securities and (iv) if such holder is not a broker-dealer, such holder is not
engaged in, and does not intend to engage in, a distribution (within the meaning
of the Securities Act) of such New Capital Securities. In addition, the Holding
Company and the Issuer Trust may require such holder, as a condition to such
holder's eligibility to participate in the Exchange Offer, to furnish to the
Holding Company and the Issuer Trust (or an agent thereof) in writing
information as to the number of "beneficial owners" (within the meaning of Rule
13d-3 under the Exchange Act) on behalf of whom such holder holds the Capital
Securities to be exchanged in the Exchange Offer. Each Participating
Broker-Dealer must acknowledge that it acquired the Old Capital Securities for
its own account as the result of market-making activities or other trading
activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Capital Securities. The Letter of Transmittal states that by so acknowledging
and by delivering a prospectus, a Participating Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Based on the position taken by the staff of the Division of Corporation Finance
of the Commission in the interpretive letters referred to above, the Holding
Company and the Issuer Trust believe that Participating Broker-Dealers may
fulfill their prospectus delivery requirements with respect to the New Capital
Securities received upon exchange of such Old Capital Securities (other than Old
Capital Securities which represent an unsold allotment from the original sale of
the Old Capital Securities) with a prospectus meeting the requirements of the
Securities Act, which may be the prospectus prepared for an exchange offer so
long as it contains a description of the plan of distribution with respect to
the resale of such New Capital Securities. Accordingly, this Prospectus, as it
may be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with resales of
New Capital Securities received in exchange for Old Capital Securities where
such Old Capital Securities were acquired by such Participating Broker-Dealer
for its own account as a result of market-making or other trading activities.
Subject to certain provisions set forth in the Registration Rights Agreement,
the Holding Company and the Issuer Trust have agreed that this Prospectus, as it
may be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 180 days after the Expiration Date or, if earlier, when all such
New Capital Securities have been disposed of by such Participating
Broker-Dealer. See "Plan of Distribution." Any person, including any
Participating Broker-Dealer, who is an Affiliate may not rely on such
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction.

In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal or delivery of an Agent's Message in lieu
thereof, that, upon receipt of notice from the Holding Company or the Issuer
Trust of the occurrence of any event or the discovery of any fact which makes
any statement contained or incorporated by reference in this Prospectus untrue
in any material respect or which causes this Prospectus to omit to state a
material fact necessary in order to make the statements contained or
incorporated by reference herein, in light of the circumstances under which they
were made, not misleading or of the occurrence of certain other events specified
in the Registration Rights Agreement, such Participating Broker-Dealer will
suspend the sale of New Capital Securities (or the New Parent Guarantee, as
applicable) pursuant to this Prospectus until the Holding Company or the Issuer
Trust has amended or supplemented this Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to such Participating Broker-Dealer or the Holding

34
<PAGE>
Company or the Issuer Trust has given notice that the sale of the New Capital
Securities (or the New Parent Guarantee, as applicable) may be resumed, as the
case may be.

WITHDRAWAL RIGHTS

Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.

In order for a withdrawal to be effective a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at its address set forth under "-- Exchange Agent" on or
prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Old Capital Securities to be withdrawn, the
aggregate principal amount of Old Capital Securities to be withdrawn, and (if
certificates for such Old Capital Securities have been tendered) the name of the
registered holder of the Old Capital Securities as set forth on the Old Capital
Securities, if different from that of the person who tendered such Old Capital
Securities. If Old Capital Securities have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such Old
Capital Securities, the tendering holder must submit the certificate numbers
shown on the particular Old Capital Securities to be withdrawn and the signature
on the notice of withdrawal must be guaranteed by an Eligible Institution,
except in the case of Old Capital Securities tendered for the account of an
Eligible Institution. If Old Capital Securities have been tendered pursuant to
the procedures for book-entry transfer set forth in "-- Procedures for Tendering
Old Capital Securities," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of Old Capital
Securities, in which case a notice of withdrawal will be effective if delivered
to the Exchange Agent by written, telegraphic, telex or facsimile transmission.
Withdrawals of tenders of Old Capital Securities may not be rescinded. Old
Capital Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent time on
or prior to the Expiration Date by following any of the procedures described
above under "-- Procedures for Tendering Old Capital Securities."

All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Holding Company
and the Issuer Trust, in their sole discretion, whose determination shall be
final and binding on all parties. Neither the Holding Company, the Issuer Trust,
any affiliates or assigns of the Holding Company or the Issuer Trust, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Capital Securities
which have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.

DISTRIBUTIONS ON THE NEW CAPITAL SECURITIES

Holders of Old Capital Securities whose Old Capital Securities are accepted
for exchange will not receive accumulated Distributions on such Old Capital
Securities for any period from and after the last Distribution Date (as defined
herein) with respect to such Old Capital Securities prior to the original issue
date of the New Capital Securities or, if no such Distributions have been made,
will not receive any accumulated Distributions on such Old Capital Securities,
and will be deemed to have waived the right to receive any Distributions on such
Old Capital Securities accumulated from and after such Distribution Date or, if
no such Distributions have been made, from and after December 26, 1996.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provisions of the Exchange Offer, or any extension
of the Exchange Offer, the Holding Company and the Issuer Trust will not be
required to accept for exchange, or to exchange, any Old Capital Securities for
any New Capital Securities, and, as described below, may terminate the Exchange
Offer (whether or not any Old Capital Securities have theretofore been accepted
for

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<PAGE>
exchange) or may waive any conditions to or amend the Exchange Offer, if any of
the following conditions has occurred or exists:

(a) there shall occur a change in the current interpretation by the
staff of the Commission which permits the New Capital Securities issued
pursuant to the Exchange Offer in exchange for Old Capital Securities to be
offered for resale, resold and otherwise transferred by holders thereof
(other than broker-dealers and any such holder which is an Affiliate)
without compliance with the registration and prospectus delivery provisions
of the Securities Act provided that such New Capital Securities are acquired
in the ordinary course of such holders' business and such holders have no
arrangement or understanding with any person to participate in the
distribution of such New Capital Securities;

(b) any action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency or body with respect to
the Exchange Offer which, in the Holding Company's and the Issuer Trust's
judgment, would reasonably be expected to impair the ability of the Issuer
Trust or the Holding Company to proceed with the Exchange Offer;

(c) any law, statute, rule or regulation shall have been adopted or
enacted which, in the Holding Company's and the Issuer Trust's judgment,
would reasonably be expected to impair the ability of the Issuer Trust or
the Holding Company to proceed with the Exchange Offer;

(d) a banking moratorium shall have been declared by United States
federal or Utah or New York State authorities which, in the Holding
Company's and the Issuer Trust's judgment, would reasonably be expected to
impair the ability of the Issuer Trust or the Holding Company to proceed
with the Exchange Offer;

(e) trading on the New York Stock Exchange or generally in the United
States over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in the Issuer Trust's
judgment, would reasonably be expected to impair the ability of the Issuer
Trust or the Holding Company to proceed with the Exchange Offer;

(f) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
the Holding Company or the Issuer Trust, threatened for that purpose or any
governmental approval has not been obtained, which approval the Holding
Company and the Issuer Trust shall, in their sole discretion, deem necessary
for the consummation of the Exchange Offer as contemplated hereby; or

(g) any change, or any development involving a prospective change, in
the business or financial affairs of the Issuer Trust or the Holding Company
or any of its subsidiaries has occurred which, in the judgment of the
Holding Company and the Issuer Trust, might materially impair the ability of
the Issuer Trust or the Holding Company to proceed with the Exchange Offer.

If the Holding Company and the Issuer Trust determine in their sole
discretion that any of the foregoing events or conditions has occurred or
exists, the Holding Company and the Issuer Trust may, subject to applicable law,
terminate the Exchange Offer (whether or not any Old Capital Securities have
theretofore been accepted for exchange) or may waive any such condition or
otherwise amend the terms of the Exchange Offer in any respect. If such waiver
or amendment constitutes a material change to the Exchange Offer, the Holding
Company and the Issuer Trust will promptly disclose such waiver by means of an
amended or supplemented Prospectus that will be distributed to the registered
holders of the Old Capital Securities, and the Holding Company and the Issuer
Trust will extend the Exchange Offer to the extent required by Rule 14e-1 under
the Exchange Act.

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<PAGE>
EXCHANGE AGENT

Chemical Trust Company of California has been appointed as Exchange Agent
for the Exchange Offer. Delivery of the Letters of Transmittal and any other
required documents, questions, requests for assistance, and requests for
additional copies of this Prospectus or of the Letter of Transmittal, all
whether by registered or certified mail, by hand or by overnight courier, should
be directed to the Exchange Agent as follows:

Chemical Trust Company of California
c/oThe Chase Manhattan Bank
55 Water Street, Room 234, North Building
New York, New York 10041
Attention: Mr. Luis Padilla or Mr. Carlos Estevez
Telephone: (212) 658-0458

and if by facsimile, to (212) 638-7380 or 7381, Attention: Mr. Luis Padilla

Delivery to other than the above address or facsimile number will not
constitute a valid delivery.

FEES AND EXPENSES

The Holding Company has agreed to pay the Exchange Agent reasonable and
customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection therewith. The Holding Company will also
pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of this
Prospectus and related documents to the beneficial owners of Old Capital
Securities, and in handling or tendering for their customers.

Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however, New
Capital Securities are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Old Capital Securities
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Old Capital Securities in connection with the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

Neither the Holding Company nor the Issuer Trust will make any payment to
brokers, dealers or others soliciting acceptances of the Exchange Offer.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Holding Company expects that the exchange of Old Capital Securities for
New Capital Securities should not be a taxable exchange for federal income tax
purposes, and the holders of Old Capital Securities should not recognize any
taxable gain or loss or any interest income as a result of such exchange.

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<PAGE>
DESCRIPTION OF NEW SECURITIES

DESCRIPTION OF CAPITAL SECURITIES

Pursuant to the terms of the Trust Agreement for the Issuer Trust, the
Issuer Trustees on behalf of the Issuer Trust have issued the Old Capital
Securities and the Common Securities and will issue the New Capital Securities.
The New Capital Securities will represent preferred undivided beneficial
interests in the assets of the Issuer Trust and the holders thereof will be
entitled to a preference in certain circumstances with respect to Distributions
and amounts payable on redemption or liquidation over the Common Securities, as
well as other benefits as described in the Trust Agreement. The Trust Agreement
has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). This summary of certain provisions of the New Capital
Securities and the Trust Agreement does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all the provisions of
the Trust Agreement, including the definitions therein of certain terms.
Wherever particular defined terms of the Trust Agreement are referred to herein,
such defined terms are incorporated herein by reference. A copy of the form of
the Trust Agreement is available upon request from the Issuer Trustees.

GENERAL

The Capital Securities (including the Old Capital Securities and the New
Capital Securities) will be limited to $200,000,000 aggregate Liquidation Amount
outstanding. The Capital Securities rank PARI PASSU, and payments will be made
thereon PRO RATA, with the Common Securities except as described under "--
Subordination of Common Securities." Legal title to the Junior Subordinated
Debentures is held by the Property Trustee in trust for the benefit of the
holders of the Capital Securities and Common Securities. The Guarantee is a
guarantee on a subordinated basis with respect to the Capital Securities but
does not guarantee payment of Distributions or amounts payable on redemption or
liquidation of such Capital Securities when the Issuer Trust does not have funds
on hand available to make such payments. See "-- Description of Guarantee."

DISTRIBUTIONS

Distributions on the Capital Securities are cumulative and will accumulate
from December 26, 1996 at the annual rate of 8.536% of the stated Liquidation
Amount of $1,000, payable semi-annually in arrears on June 15 and December 15 of
each year (each a "Distribution Date"), to the holders of the Capital Securities
at the close of business on the fifteenth day (whether or not a Business Day (as
defined below)) next preceding the relevant Distribution Date. The first
Distribution Date for the Capital Securities will be June 15, 1997. The amount
of Distributions payable for any period less than a full Distribution period
will be computed on the basis of a 360-day year of twelve 30-day months and the
actual days elapsed in a partial month in such period. Distributions payable for
each full Distribution period will be computed by dividing the rate per annum by
two. If any date on which Distributions are payable on the Capital Securities is
not a Business Day, then payment of the Distributions payable on such date will
be made on the next succeeding day that is a Business Day (without any
additional Distributions or other payment in respect of any such delay), with
the same force and effect as if made on the date such payment was originally
payable.

So long as no Debenture Event of Default has occurred and is continuing, the
Bank has the right under the Junior Subordinated Indenture to defer the payment
of interest on the Junior Subordinated Debentures at any time or from time to
time for a period not exceeding 10 consecutive semi-annual periods with respect
to each Extension Period, provided that no Extension Period may extend beyond
the Stated Maturity of the Junior Subordinated Debentures. As a consequence of
any such election, semi-annual Distributions on the Capital Securities will be
deferred by the Issuer Trust during any such Extension Period. Distributions to
which holders of the Capital Securities are entitled will accumulate additional
Distributions thereon at the rate per annum of 8.536% thereof, compounded
semi-annually from the relevant payment date for such Distributions, computed on
the basis of a 360-day year of twelve 30-day months and the actual days elapsed
in a partial month in such period. Additional Distributions

38
<PAGE>
payable for each full Distribution period will be computed by dividing the rate
per annum by two. The term "Distributions" as used herein shall include any such
additional Distributions. During any such Extension Period, the Bank may not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Bank's capital stock
or (ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Bank that rank PARI PASSU
in all respects with or junior in interest to the Junior Subordinated Debentures
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Bank in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Bank (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Bank's capital
stock (or any capital stock of a subsidiary of the Bank) for any class or series
of the Bank's capital stock or of any class or series of the Bank's indebtedness
for any class or series of the Bank's capital stock, (c) the purchase of
fractional interests in shares of the Bank's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks PARI PASSU with or junior to such stock). Prior
to the termination of any such Extension Period, the Bank may further defer the
payment of interest, provided that no Extension Period may exceed 10 consecutive
semiannual periods or extend beyond the Stated Maturity of the Junior
Subordinated Debentures. Upon the termination of any such Extension Period and
the payment of all amounts then due, the Bank may elect to begin a new Extension
Period. There is no limitation on the number of times that the Bank may elect to
begin an Extension Period. See "-- Description of Junior Subordinated Debentures
- -- Option To Extend Interest Payment Period" and "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."

The Bank has no current intention of exercising its right to defer payments
of interest by extending the interest payment period on the Junior Subordinated
Debentures.

The revenue of the Issuer Trust available for distribution to holders of the
Capital Securities will be limited to payments under the Junior Subordinated
Debentures in which the Issuer Trust will invest the proceeds from the issuance
and sale of the Capital Securities. See "-- Description of Junior Subordinated
Debentures." If the Bank does not make payments on the Junior Subordinated
Debentures, the Issuer Trust may not have funds available to pay Distributions
or other amounts payable on the Capital Securities. The payment of Distributions
and other amounts payable on the Capital Securities (if and to the extent the
Issuer Trust has funds legally available for and cash sufficient to make such
payments) is guaranteed by the Bank on a limited basis as set forth herein under
"-- Description of Guarantee."

REDEMPTION

Upon the repayment or redemption, in whole or in part, of the Junior
Subordinated Debentures, whether at maturity or upon earlier redemption as
provided in the Junior Subordinated Indenture, the proceeds from such repayment
or redemption shall be applied by the Property Trustee to redeem a Like Amount
(as defined below) of the Trust Securities, upon not less than 30 nor more than
60 days' notice, at a redemption price (the "Redemption Price") equal to the
aggregate Liquidation Amount of such Trust Securities plus accumulated but
unpaid Distributions thereon to the date of redemption (the "Redemption Date")
and the related amount of the premium, if any, paid by the Bank upon the
concurrent redemption of such Junior Subordinated Debentures. See "--
Description of Junior Subordinated Debentures -- Redemption." If less than all
of the Junior Subordinated Debentures are to be repaid or redeemed on a
Redemption Date, then the proceeds from such repayment or redemption shall be

39
<PAGE>
allocated to the redemption PRO RATA of the Capital Securities and the Common
Securities. The amount of premium, if any, paid by the Bank upon the redemption
of all or any part of the Junior Subordinated Debentures to be repaid or
redeemed on a Redemption Date shall be allocated to the redemption PRO RATA of
the Capital Securities and the Common Securities.

The Bank has the right to redeem the Junior Subordinated Debentures (i) on
or after December 15, 2006, in whole at any time or in part from time to time,
or (ii) in whole (but not in part) at any time within 90 days following the
occurrence and during the continuation of a Tax Event, Investment Company Event
or Capital Treatment Event (each as defined below). A redemption of the Junior
Subordinated Debentures would cause a mandatory redemption of a Like Amount of
the Capital Securities and Common Securities.

The Redemption Price, in the case of a redemption under (i) above, shall
equal the following prices. expressed in percentages of the Liquidation Amount
(as defined below), together with accumulated Distributions to but excluding the
date fixed for redemption, if redeemed during the 12-month period beginning
December 15 of the year indicated below:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---------------------------------------- ------------
<S> <C>
2006.................................... 104.2680%
2007.................................... 103.8412
2008.................................... 103.4144
2009.................................... 102.9876
2010.................................... 102.5608
2011.................................... 102.1340
2012.................................... 101.7072
2013.................................... 101.2804
2014.................................... 100.8536
2015.................................... 100.4268
</TABLE>

and at 100% on or after December 15, 2016.

The Redemption Price, in the case of a redemption prior to December 15, 2006
following a Tax Event, Investment Company Event or Capital Treatment Event as
described under (ii) above, will equal for each Capital Security the Make-Whole
Amount for a corresponding $1,000 principal amount of Junior Subordinated
Debentures together with accumulated Distributions to but excluding the date
fixed for redemption. The "Make-Whole Amount" will be equal to the greater of
(i) 100% of the principal amount of such Junior Subordinated Debentures or (ii)
as determined by a Quotation Agent (as defined below), the sum of the present
values of the principal amount and premium payable as part of the Redemption
Price with respect to an optional redemption of such Junior Subordinated
Debentures on December 15, 2006, together with the present values of scheduled
payments of interest from the Redemption Date to December 15, 2006 (the
"Remaining Life"), in each case discounted to the Redemption Date on a semi-
annual basis (assuming a 360-day year consisting of 30-day months) at the
Adjusted Treasury Rate.

"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
Treasury Rate plus (i) 1.55% if such Redemption Date occurs on or before
December 15, 1997 or (ii) 0.50% if such Redemption Date occurs after December
15, 1997.

"Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the calculation date, appearing in the
most recently published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively United States Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the

40
<PAGE>
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. Treasury Rate shall be calculated on the third Business
Day preceding the Redemption Date.

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

"Comparable Treasury Issue" means with respect to any Redemption Date the
United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining
Life. If no United States Treasury security has a maturity which is within a
period from three months before to three months after December 15, 2006, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

"Quotation Agent" means Goldman, Sachs & Co. and their successors; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Bank shall
substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any other
Primary Treasury Dealer selected by the Debenture Trustee after consultation
with the Bank.

"Comparable Treasury Price" means (A) the average of five Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Debenture
Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Debenture Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

"Like Amount" means (i) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount (as defined below) equal to the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Junior Subordinated Indenture, allocated to the
Common Securities and to the Capital Securities based upon the relative
Liquidation Amounts of such classes and (ii) with respect to a distribution of
Junior Subordinated Debentures to holders of Trust Securities in connection with
a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the holder to whom such Junior Subordinated Debentures are
distributed.

"Liquidation Amount" means the stated amount of $1,000 per Trust Security.

"Tax Event" means the receipt by the Issuer Trust of an opinion of counsel
to the Bank experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Capital Securities, there is more than an insubstantial risk that (i) the
Issuer Trust is, or will be within 90 days of the delivery of such opinion,
subject to United States federal income tax with respect to income

41
<PAGE>
received or accrued on the Junior Subordinated Debentures, (ii) interest payable
by the Bank on the Junior Subordinated Debentures is not, or within 90 days of
the delivery of such opinion, will not be, deductible by the Bank, in whole or
in part, for United States federal income tax purposes or (iii) the Issuer Trust
is, or will be within 90 days of the delivery of such opinion, subject to more
than a DE MINIMIS amount of other taxes, duties or other governmental charges.

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

"Capital Treatment Event" means the reasonable determination by the Bank
that, as a result of the occurrence of any amendment to, or change (including
any announced prospective change) in, the laws (or any rules or regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement, action or decision
is announced on or after the date of issuance of the Capital Securities, there
is more than an insubstantial risk that (i) the Bank will not be entitled to
treat an amount equal to the Liquidation Amount of the Capital Securities as at
least "Tier 2 Capital" or the then equivalent thereof) for purposes of the
risk-based capital guidelines of the OCC, as then in effect and applicable to
the Bank, or (ii) the Corporation will not be entitled to treat an amount equal
to the Liquidation Amount of the Capital Securities as "Tier 1 Capital" (or the
then equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Holding Company.

PAYMENT OF ADDITIONAL SUMS. If a Tax Event described in clause (i) or (iii)
of the definition of Tax Event above has occurred and is continuing and the
Issuer Trust is the holder of all of the Junior Subordinated Debentures, the
Bank will pay Additional Sums (as defined below), if any, on the Junior
Subordinated Debentures.

"Additional Sums" means the additional amounts as may be necessary in order
that the amount of Distributions then due and payable by the Issuer Trust on the
outstanding Capital Securities and Common Securities of the Issuer Trust will
not be reduced as a result of any additional taxes, duties and other
governmental charges to which the Issuer Trust has become subject as a result of
a Tax Event.

REDEMPTION PROCEDURES

Capital Securities redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Junior Subordinated Debentures. Redemptions of the Capital
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer Trust has funds on hand
available for the payment of such Redemption Price. See also "-- Subordination
of Common Securities."

If the Issuer Trust gives a notice of redemption in respect of the Capital
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, to
the extent funds are available, in the case of Capital Securities held in
book-entry form, the Property Trustee will deposit irrevocably with DTC funds
sufficient to pay the applicable Redemption Price and will give DTC irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Capital Securities. With respect to Capital Securities not held in book-entry
form, the Property Trustee, to the extent funds are available, will irrevocably
deposit with the paying agent for the Capital Securities funds sufficient to pay
the applicable Redemption Price and will give such paying agent irrevocable
instructions and authority to pay the Redemption Price

42
<PAGE>
to the holders thereof upon surrender of their certificates evidencing the
Capital Securities. Notwithstanding the foregoing, Distributions payable on or
prior to the Redemption Date for any Capital Securities called for redemption
shall be payable to the holders of the Capital Securities on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of the holders of such Capital Securities so called for redemption
will cease, except the right of the holders of such Capital Securities to
receive the Redemption Price, but without interest on such Redemption Price, and
such Capital Securities will cease to be outstanding. If any date fixed for
Option of Capital Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
which is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment be made on the immediately preceding Business Day. In the event
that payment of the Redemption Price in respect of Capital Securities called for
redemption is improperly withheld or refused and not paid either by the Issuer
Trust or by the Bank pursuant to the Guarantee as described under "--
Description of Guarantee," Distributions on such Capital Securities will
continue to accumulate at the then applicable rate, from the Redemption Date
originally established by the Issuer Trust for such Capital Securities to the
date such Redemption Price is actually paid, in which case the actual payment
date will be the date fixed for redemption for purposes of calculating the
Redemption Price.

Subject to applicable law (including, without limitation, United States
federal securities laws), the Bank 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.

If less than all of the Capital Securities and Common Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of such
Capital Securities and Common Securities to be redeemed shall be allocated PRO
RATA to the Capital Securities and the Common Securities based upon the relative
Liquidation Amounts of such classes. The particular Capital Securities to be
redeemed shall be selected on a PRO RATA basis not more than 60 days prior to
the Redemption Date by the Property Trustee from the outstanding Capital
Securities not previously called for redemption or if the Capital Securities are
then held in the form of a Global Capital Security (as defined below), in
accordance with DTC's customary procedures, provided, in each case, that each
holder of any Capital Securities has at least 250 Capital Securities remaining
after the redemption. The Property Trustee shall promptly notify the securities
registrar for the Trust Securities in writing of the Capital Securities selected
for redemption and, in the case of any Capital Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
the Trust Agreement, unless the context otherwise requires, all provisions
relating to the redemption of Capital Securities shall relate, in the case of
any Capital Securities redeemed or to be redeemed only in part, to the portion
of the aggregate Liquidation Amount of Capital Securities which has been or is
to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each registered holder of Capital
Securities to be redeemed at its address appearing on the securities register
for the Trust Securities. Unless the Bank defaults in payment of the Redemption
Price on the Junior Subordinated Debentures, on and after the Redemption Date
interest will cease to accrue on the Junior Subordinated Debentures or portions
thereof (and, unless payment of the Redemption Price in respect of the Capital
Securities is withheld or refused and not paid either by the Issuer Trust or the
Bank pursuant to the Guarantee, Distributions will cease to accumulate on the
Capital Securities or portions thereof) called for redemption.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the Redemption Price of, the Capital
Securities and Common Securities, as applicable, shall be made PRO RATA based on
the Liquidation Amount of such Capital Securities and Common Securities.
However, if on any Distribution Date or Redemption Date a Debenture Event of
Default has occurred and is continuing as a result of any failure by the Bank to
pay any amounts in respect of the Junior Subordinated Debentures when due, no
payment of any Distribution

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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 payment
of the Redemption Price the full amount of such Redemption Price on 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 Redemption
Price of, the Capital Securities then due and payable.

In the case of any Event of Default (as defined below) resulting from a
Debenture Event of Default, the holders of the Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
the Trust Agreement until the effect of all such Events of Default with respect
to such Capital Securities have been cured, waived or otherwise eliminated. See
"-- Events of Default; Notice" and "-- Description of Junior Subordinated
Debentures -- Debenture Events of Default." Until all such Events of Default
under the Trust Agreement with respect to the Capital Securities have been so
cured, waived or otherwise eliminated, the Property Trustee will act solely on
behalf of the holders of the Capital Securities and not on behalf of the holders
of the Common Securities, and only the holders of the Capital Securities will
have the right to direct the Property Trustee to act on their behalf.

LIQUIDATION DISTRIBUTION UPON TERMINATION

The amount payable on the Capital Securities in the event of any liquidation
of the Issuer Trust is $1,000 per Capital Security plus accumulated and unpaid
Distributions, subject to certain exceptions, which may be in the form of a
distribution of such amount in Junior Subordinated Debentures.

The OCC's risk-based capital guidelines currently provide that a national
bank's capital instruments may be redeemed prior to maturity with the prior
approval of the OCC, and that the OCC typically will consider requests for the
redemption of capital instruments when the instruments are to be redeemed with
the proceeds of, or are replaced by, a like amount of a similar or higher
quality capital instrument. The Federal Reserve's risk-based capital guidelines
currently provide that redemptions of permanent equity or other capital
instruments before stated maturity could have a significant impact on a bank
holding company's overall capital structure and that any organization
considering such a redemption should consult with the Federal Reserve before
redeeming any equity or capital instrument prior to maturity if such redemption
could have a material effect on the level or composition of the organization's
capital base (unless the equity or capital instrument were redeemed with the
proceeds of, or replaced by, a like amount of a similar or higher quality
capital instrument and the Federal Reserve considers the organization's capital
position to be fully adequate after the redemption).

In the event the Bank, while a holder of Common Securities, terminates the
Issuer Trust prior to the stated maturity of the Capital Securities and the
termination of the Issuer Trust is deemed to constitute the redemption of
capital instruments by the OCC or the Federal Reserve under their respective
risk-based capital guidelines or policies, the termination of the Issuer Trust
by the Bank may be subject to the prior approval of the OCC or the Federal
Reserve. Moreover, any changes in applicable law, changes in the OCC's or the
Federal Reserve's risk-based capital guidelines or policies, or changes to the
OCC's or Federal Reserve's classification of the Capital Securities or Junior
Subordinated Debentures for risk-based capital purposes, could impose a
requirement on the Bank that it obtain the prior approval of the OCC, or impose
a requirement on the Holding Company that it obtain the prior approval of the
Federal Reserve, to terminate the Issuer Trust.

Pursuant to the Trust Agreement, the Issuer Trust will automatically
terminate upon expiration of its term or, if earlier, will terminate on the
first to occur of: (i) certain events of bankruptcy, dissolution or

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liquidation of the holders of the Common Securities; (ii) the distribution of a
Like Amount of the Junior Subordinated Debentures to the holders of the Trust
Securities, if the holders of Common Securities have given written direction to
the Property Trustee to terminate the Issuer Trust (which direction, subject to
the foregoing restrictions, is optional and wholly within the discretion of the
holders of Common Securities); (iii) redemption of all of the Trust Securities
as described under "-- Redemption" and (iv) the entry of an order for the
dissolution of the Issuer Trust by a court of competent jurisdiction.

If termination of the Issuer Trust occurs as described in clause (i), (ii)
or (iv) above, the Issuer Trust will be liquidated by the Property Trustee as
expeditiously as the Property Trustee determines to be possible by distributing,
after satisfaction of liabilities to creditors of the Issuer Trust as provided
by applicable law, to the holders of such Trust Securities a Like Amount of the
Junior Subordinated Debentures, unless such distribution is determined by the
Property Trustee not to be practical, in which event such holders will be
entitled to receive out of the assets of the Issuer Trust available for
distribution to holders, after satisfaction of liabilities to creditors of the
Issuer Trust as provided by applicable law, an amount equal to, in the case of
holders of Capital Securities, the aggregate of the Liquidation Amount plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If such Liquidation Distribution can be
paid only in part because the Issuer Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Issuer Trust on its Capital 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 a Debenture Event of Default has occurred and is
continuing as a result of any failure by the Bank to pay any amounts in respect
of the Junior Subordinated Debentures when due, the Capital Securities shall
have a priority over the Common Securities.

After the liquidation date fixed for any distribution of Junior Subordinated
Debentures (i) the Capital Securities will no longer be deemed to be
outstanding, (ii) DTC or its nominee, as the registered holder of the Capital
Securities, will receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution with respect to Capital Securities held by DTC or its nominee and
(iii) any certificates representing the Capital Securities not held by DTC or
its nominee will be deemed to represent the Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the Capital
Securities and bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid Distributions on the Capital Securities until such
certificates are presented to the security registrar for the Trust Securities
for transfer or reissuance.

If the Bank does not redeem the Junior Subordinated Debentures prior to
maturity and the Issuer Trust is not liquidated and the Junior Subordinated
Debentures are not distributed to holders of the Capital Securities, the Capital
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures and the distribution of the Liquidation Distribution to
the holders of the Capital Securities.

There can be no assurance as to the market prices for the Capital Securities
or the Junior Subordinated Debentures that may be distributed in exchange for
Capital Securities if a termination and liquidation of the Issuer Trust were to
occur. Accordingly, the Capital Securities that an investor may purchase, or the
Junior Subordinated Debentures that the investor may receive on dissolution and
liquidation of the Issuer Trust, may trade at a discount to the price that the
investor paid to purchase the Capital Securities offered hereby.

EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an "Event of Default" under the
Trust Agreement (an "Event of Default") with respect to the Capital Securities
(whatever the reason for such Event of Default

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and whether it is voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(i) the occurrence of a Debenture Event of Default (see "-- Description
of Junior Subordinated Debentures -- Debenture Events of Default"); or

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

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

(iv) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Issuer Trustees in the Trust Agreement
(other than a covenant or warranty a default in the performance of which or
the breach of which is dealt with in clause (ii) or (iii) above), and
continuation of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Issuer Trustees and
the Bank by the holders of at least 25% in aggregate Liquidation Amount of
the outstanding Capital Securities, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" under the Trust Agreement; or

(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee if a successor Property Trustee has not been
appointed within 90 days thereof.

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee will transmit
notice of such Event of Default to the holders of Trust Securities, the
Administrative Trustees and the Bank, unless such Event of Default has been
cured or waived. The Bank, as Depositor, and the Administrative Trustees are
required to file annually with the Property Trustee a certificate as to whether
or not they are in compliance with all the conditions and covenants applicable
to them under the Trust Agreement.

If a Debenture Event of Default has occurred and is continuing as a result
of any failure by the Bank to pay any amounts in respect of the Junior
Subordinated Debentures when due, the Capital Securities will have a preference
over the Common Securities with respect to payments of any amounts in respect of
the Capital Securities as described above. See "-- Subordination of Common
Securities," "-- Liquidation Distribution Upon Termination" and "-- Description
of Junior Subordinated Debentures -- Debenture Events of Default."

The existence of an Event of Default does not entitle the holders of Capital
Securities to accelerate the maturity thereof.

REMOVAL OF ISSUER TRUSTEES; APPOINTMENT OF SUCCESSORS

Unless a Debenture Event of Default shall have occurred and be continuing,
any Issuer Trustee may be removed at any time by the Holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
holders of at least a majority in aggregate Liquidation Amount of the
outstanding Capital Securities may remove the Property Trustee or the Delaware
Trustee, with or without cause. In no event will holders of Capital Securities
have the right to vote to appoint Administrative Trustees, which voting rights
are vested exclusively in the Bank as holder of the Common Securities. If the
Property Trustee or the Delaware Trustee is removed by the holders of the
outstanding Capital Securities, the successor may be appointed by the holders of
at least 25% in Liquidation Amount of Capital Securities. Any Delaware Trustee
must meet the applicable requirements of Delaware law. Any Property Trustee must
be a national or state-chartered bank, and at the time of appointment have
securities rated in one of the three highest rating categories by a nationally
recognized statistical rating organization and have capital and surplus of at
least $10,000,000. No resignation or removal of an Issuer Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Trust Agreement.

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MERGER OR CONSOLIDATION OF ISSUER TRUSTEES

Any entity into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which such Issuer
Trustee is a party, or any entity succeeding to all or substantially all the
corporate trust business of such Issuer Trustee, will be the successor of such
Issuer Trustee under the Trust Agreement, provided such entity is otherwise
qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE ISSUER TRUST

The Issuer Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except as described below or as
otherwise set forth in the Trust Agreement. The Issuer Trust may, at the request
of the holders of the Common Securities and with the consent of the holders of
at least a majority in aggregate Liquidation Amount of the outstanding Capital
Securities, merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any state, so long as (i) such
successor entity either (a) expressly assumes all of the obligations of the
Issuer Trust with respect to the Capital Securities or (b) substitutes for the
Capital Securities other securities having substantially the same terms as the
Capital Securities (the "Successor Securities") so long as the Successor
Securities have the same priority as the Capital Securities with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee of such successor entity, possessing the same powers and duties as the
Property Trustee, is appointed to hold the Junior Subordinated Debentures, (iii)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Capital Securities (including any Successor Securities)
to be downgraded by any nationally recognized statistical rating organization,
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
holders of the Capital Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose substantially
identical to that of the Issuer Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Issuer Trust has
received an opinion from independent counsel 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 and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Issuer Trust nor such successor entity will be required to register as an
investment company under the Investment Company Act, and (vii) the Bank or any
permitted successor or assignee owns all of the common securities of such
successor entity and guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Issuer Trust may not, except with the consent
of holders of 100% in aggregate Liquidation Amount of the Capital Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey, offer
or lease its properties and assets substantially as an entirety to, any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer Trust or the successor
entity to be taxable as a corporation for United States federal income tax
purposes.

VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT

Except as provided below and under "-- Removal of Issuer Trustees;
Appointment of Successors" and "-- Description of Guarantee -- Amendments and
Assignment" and as otherwise required by law and the Trust Agreement, the
holders of the Capital Securities will have no voting rights.

The Trust Agreement may be amended from time to time by the holders of a
majority of the Common Securities and the Property Trustee, without the consent
of the holders of the Capital Securities (i) to cure any ambiguity, correct or
supplement any provisions in the Trust Agreement that may be inconsistent

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with any other provision, or to make any other provisions with respect to
matters or questions arising under the Trust Agreement, which are not
inconsistent with the other provisions of the Trust Agreement, provided that any
such amendment does not adversely affect in any material respect the interests
of any holder of Trust Securities, or (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as may be necessary to ensure
that the Issuer Trust will not be taxable as a corporation or will be taxable as
a grantor trust for United States federal income tax purposes at any time that
any Trust Securities are outstanding or to ensure that the Issuer Trust will not
be required to register as an "investment company" under the Investment Company
Act, and any amendments of the Trust Agreement will become effective when notice
of such amendment is given to the holders of Trust Securities. The Trust
Agreement may be amended by the holders of a majority of the Common Securities
and the Property Trustee with (i) the consent of holders representing not less
than a majority in aggregate Liquidation Amount of the outstanding Capital
Securities and (ii) receipt by the Issuer Trustees of an opinion of counsel to
the effect that such amendment or the exercise of any power granted to the
Issuer Trustees in accordance with such amendment will not affect the Issuer
Trust's not being taxable as a corporation or as other than a grantor trust for
United States federal income tax purposes or the Issuer Trust's exemption from
status as an "investment company" under the Investment Company Act, except that
without the consent of each holder of Trust Securities, the Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a holder of Trust Securities to institute suit for
the enforcement of any such payment on or after such date.

So long as any Junior Subordinated Debentures are held by the Issuer Trust,
the Property Trustee will not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
execute any trust or power conferred on the Property Trustee with respect to the
Junior Subordinated Debentures, (ii) waive any past default that is waivable
under Section 13 of the Junior Subordinated Indenture, (iii) exercise any right
to rescind or annul a declaration that the Junior Subordinated Debentures shall
be due and payable or (iv) consent to any amendment, modification or termination
of the Junior Subordinated Indenture or the Junior Subordinated Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the holders of at least a majority in aggregate Liquidation Amount
of the outstanding Capital Securities, except that if a consent under the Junior
Subordinated Indenture would require the consent of each holder of Junior
Subordinated Debentures affected thereby, no such consent will be given by the
Property Trustee without the prior consent of each holder of the Capital
Securities. The Property Trustee may not revoke any action previously authorized
or approved by a vote of the holders of the Capital Securities except by
subsequent vote of the holders of the Capital Securities. The Property Trustee
will notify each holder of Capital Securities of any notice of default with
respect to the Junior Subordinated Debentures. In addition to obtaining the
foregoing approvals of the holders of the Capital Securities, before taking any
of the foregoing actions, the Property Trustee will obtain an opinion of counsel
experienced in such matters to the effect that the Issuer Trust will not be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes on account of such action.

Any required approval of holders of Capital Securities may be given at a
meeting of holders of Capital Securities convened for such purpose or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which holders of Capital Securities are entitled to vote, or of any matter upon
which action by written consent of such holders is to be taken, to be given to
each registered holder of Capital Securities in the manner set forth in the
Trust Agreement.

No vote or consent of the holders of Capital Securities will be required to
redeem and cancel Capital Securities in accordance with the Trust Agreement.

Notwithstanding that holders of Capital Securities are entitled to vote or
consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Bank, the Issuer Trustees or any affiliate of
the Bank or any Issuer Trustees, will, for purposes of such vote or consent, be
treated as if they were not outstanding.

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BOOK ENTRY, DELIVERY AND FORM

The Capital Securities will be issued in fully registered form in minimum
blocks of at least 250 (representing a minimum of $250,000 aggregate Liquidation
Amount) and the Capital Securities must at all times be held in blocks of at
least 250.

The New Capital Securities initially will be represented by a global Capital
Security (the "Global Capital Security") which will be deposited with, or on
behalf of, DTC and registered in the name of Cede & Co. ("Cede") as DTC's
nominee. Except as set forth below, record ownership of the Global Capital
Security may be transferred, in whole or in part, only to another nominee of DTC
or to a successor of DTC or its nominee.

An owner of a beneficial interest in a Global Capital Security may hold its
interest in the Global Capital Security directly through DTC if such person is a
participant in DTC, or indirectly through organizations that are participants in
DTC ("Participants"). Transfers between Participants will be effected in the
ordinary way in accordance with DTC rules and will be settled in same-day funds.

Except as provided below, owners of beneficial interests in the Global
Capital Security will not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders thereof.

Payment of Distributions on, and the Redemption Price of, the Global Capital
Security will be made to Cede, the nominee for DTC, as the registered holder of
the Global Capital Security, by wire transfer of immediately available funds on
each Distribution Date or Redemption Date. Neither the Bank nor the Issuer
Trustees (or any securities registrar, paying agent or exchange agent under the
Trust Agreement) will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Capital Security, for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or for the
performance by DTC or its Participants or Indirect Participants of their
respective obligations under the rules and procedures governing their
operations.

The Bank and the Issuer Trust have been informed by DTC that, with respect
to any payment of Distributions on, or the Redemption Price of, the Global
Capital Security, DTC's practice is to credit Participants' accounts on the
payment date therefor with payments in amounts proportionate to their respective
beneficial interests in the Capital Securities represented by the Global Capital
Security, as shown on the records of DTC (adjusted as necessary so that such
payments are made with respect to whole Capital Securities only), unless DTC has
reason to believe that it will not receive payment on such payment date.
Payments by Participants to owners of beneficial interests in Capital Securities
represented by the Global Capital Security held through such Participants will
be the responsibility of such Participants, as is the case with securities held
for the accounts of customers registered in "street name."

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a person
having a beneficial interest in Capital Securities represented by the Global
Capital Security to pledge such interest to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate evidencing such
interest. Furthermore, the laws of some states require that certain persons take
physical delivery of securities in definitive form. Consequently, the ability to
transfer beneficial interests in the Global Capital Security to such persons may
be limited.

DTC has advised the Bank and the Issuer Trust that it will take any action
permitted to be taken by a holder of Capital Securities only at the direction of
one or more Participants to whose account with DTC interests in the Global
Capital Security are credited and only in respect of the aggregate Liquidation
Amount of the Capital Securities represented by the Global Capital Security as
to which such Participant or Participants has or have given such direction.

DTC has advised the Bank and the Issuer Trust as follows: DTC is a limited
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing

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corporation" within the meaning of the Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). DTC was created to hold
securities for its Participants and to facilitate the clearance and settlement
of securities transactions between Participants through electronic book entry
changes to accounts of its Participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and may include
certain other organizations such as the Initial Purchaser. Certain of such
Participants (or their representatives), together with other entities, own DTC.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through, or maintain a custodial
relationship with a Participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Capital Security among Participants of DTC,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. The Global Capital Security is
exchangeable for definitive Capital Securities in registered certificated form
if (i) DTC advises the Bank and the Property Trustee that it is no longer
willing or able to properly discharge its responsibilities with respect to the
Global Capital Security, and the Property Trustee is unable to locate a
qualified successor, (ii) the Issuer Trust at its option advises DTC in writing
that it elects to terminate the book-entry system through DTC or (iii) after the
occurrence of a Debenture Event of Default. In all cases, certificated Capital
Securities delivered in exchange for any Global Capital Security or beneficial
interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of DTC (in accordance with its
customary procedures).

So long as DTC or its nominee is the registered holder of the Global Capital
Security, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the Capital Securities represented by the Global Capital
Security for all purposes under the Trust Agreement. Except as provided above,
owners of beneficial interests in the Global Capital Security will not be
entitled to have any of the individual Capital Securities represented by the
Global Capital Security registered in their names, will not receive or be
entitled to receive physical delivery of any such Capital Securities in
definitive form and will not be considered the owners or holders thereof under
the Trust Agreement.

PAYMENT AND PAYING AGENCY

Payments in respect of the Capital Securities held in global form will be
made to DTC, which will credit the relevant accounts at DTC on the applicable
Distribution Dates or, if the Capital Securities are not held by DTC, such
payments will be made by check mailed to the address of the holder entitled
thereto as such address appears on the securities register for the Trust
Securities. The paying agent (the "Paying Agent") will initially be the Property
Trustee and any co-paying agent chosen by the Property Trustee and acceptable to
the Administrative Trustees. The Paying Agent will be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the Bank.
If the Property Trustee is no longer the Paying Agent, the Administrative
Trustees will appoint a successor (which must be a bank or trust company
reasonably acceptable to the Administrative Trustees and the Bank) to act as
Paying Agent.

REGISTRAR AND TRANSFER AGENT

The Property Trustee will act as registrar and transfer agent for the
Capital Securities.

Registration of transfers of Capital Securities will be effected without
charge by or on behalf of the Issuer Trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. The Issuer Trust will not be required to register or cause to be
registered the transfer of the Capital Securities after the Capital Securities
have been called for redemption.

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INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, other than during the occurrence and continuance of an
Event of Default, undertakes to perform only such duties as are specifically set
forth in the Trust Agreement and, after such Event of Default, must exercise the
same degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to this provision, the Property
Trustee is under no obligation to exercise any of the powers vested in it by the
Trust Agreement at the request of any holder of Capital Securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby. If no Event of Default has occurred and is continuing
and the Property Trustee is required to decide between alternative courses of
action, or construe ambiguous provisions in the Trust Agreement, or is unsure of
the application of any provision of the Trust Agreement, and the matter is not
one on which holders of Trust Securities are entitled under the Trust Agreement
to vote, then the Property Trustee will take such action as it deems advisable
and in the best interests of the holders of the Trust Securities and will have
no liability except for its own bad faith, negligence or willful misconduct.

For information concerning the relationships between Chemical Trust Company
of California, the Property Trustee, and the Bank, see "-- Description of Junior
Subordinated Debentures -- Information Concerning the Debenture Trustee."

MISCELLANEOUS

The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Issuer Trust in such a way that the Issuer Trust
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act or taxable as a corporation or as other than a
grantor trust for United States federal income tax purposes and so that the
Junior Subordinated Debentures will be treated as indebtedness of the Bank for
United States federal income tax purposes. In this connection, the Bank and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of the Issuer Trust or the Trust
Agreement, that the Bank and the Administrative Trustees determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not materially adversely affect the interests of the holders of the
Capital Securities.

Holders of the Capital Securities have no preemptive or similar rights.

The Issuer Trust may not borrow money or issue debt or mortgage or pledge
any of its assets.

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

The Junior Subordinated Debentures are to be issued under the Junior
Subordinated Indenture, under which Chemical Trust Company of California is
acting as Debenture Trustee. This summary of certain terms and provisions of the
Junior Subordinated Debentures and the Junior Subordinated Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Junior Subordinated Indenture, including
the definitions therein of certain terms. Whenever particular defined terms of
the Junior Subordinated Indenture (as amended or supplemented from time to time)
are referred to herein, such defined terms are incorporated herein by reference.
A copy of the form of Junior Subordinated Indenture is available from the
Debenture Trustee upon request.

GENERAL

Concurrently with the issuance of the Old Capital Securities, the Issuer
Trust invested the proceeds thereof, together with the consideration paid by the
Bank for the Common Securities, in the Junior Subordinated Debentures issued by
the Bank. The Junior Subordinated Debentures bear interest, accruing from
December 26, 1996, at the annual rate of 8.536% of the principal amount thereof,
payable semi-annually in arrears on June 15 and December 15 of each year (each,
an "Interest Payment Date"), commencing June 15, 1997, to the person in whose
name each Junior Subordinated Debenture is

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registered at the close of business on the fifteenth day (whether or not a
Business Day) next preceding such Interest Payment Date. It is anticipated that,
until the liquidation, if any, of the Issuer Trust, each Junior Subordinated
Debenture will be held in the name of the Property Trustee in trust for the
benefit of the holders of the Trust Securities. The amount of interest payable
for any period less than a full interest period will be computed on the basis of
a 360-day year of twelve 30-day months and the actual days elapsed in a partial
month in such period. The amount of interest payable for any full interest
period will be computed by dividing the rate per annum by two. If any date on
which interest is payable on the Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on the date such payment was originally payable. Accrued interest that is not
paid on the applicable Interest Payment Date will bear additional interest on
the amount thereof (to the extent permitted by law) at the rate per annum of
8.536%, compounded semi-annually and computed on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in such
period. The amount of additional interest payable for any full interest period
will be computed by dividing the rate per annum by two. The term "interest" as
used herein includes semi-annual interest payments, interest on semi-annual
interest payments not paid on the applicable Interest Payment Date and
Additional Sums (as defined below), as applicable. The Junior Subordinated
Debentures will mature on December 15, 2026.

The Junior Subordinated Debentures will be unsecured and will rank junior
and be subordinate in right of payment to all Senior Indebtedness of the Bank.
The Junior Subordinated Debentures will not be subject to a sinking fund and
will not be eligible as collateral for any loan made by the Bank. The federal
banking agencies possess broad powers to take corrective action as deemed
appropriate for an insured depository institution, including without limitation,
under certain circumstances, the ability to prohibit the payment of principal or
interest on subordinated debt. See "Supervision, Regulation and Other Matters."
The Junior Subordinated Indenture does not limit the incurrence or issuance of
other secured or unsecured debt by the Bank, including Senior Indebtedness,
whether under the Junior Subordinated Indenture or any existing or other
indenture that the Bank may enter into in the future or otherwise. See "--
Subordination."

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no Debenture Event of Default has occurred and is continuing, the
Bank has the right at any time during the term of the Junior Subordinated
Debentures to defer the payment of interest at any time or from time to time for
a period not exceeding 10 consecutive semi-annual periods with respect to each
Extension Period, provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. At the end of such Extension
Period, the Bank must pay all interest then accrued and unpaid (together with
interest thereon at the annual rate of 8.536%, compounded semi-annually and
computed on the basis of a 360-day year of twelve 30-day months and the actual
days elapsed in a partial month in such period, to the extent permitted by
applicable law). The amount of additional interest payable for any full interest
period will be computed by dividing the rate per annum by two. During an
Extension Period, interest will continue to accrue and holders of Junior
Subordinated Debentures (or holders of Capital Securities while outstanding)
will be required to accrue interest income for United States federal income tax
purposes. See "Certain Federal Income Tax Consequences -- Interest Income and
Original Issue Discount."

During any such Extension Period, the Bank may not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Bank's capital stock or (ii)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Bank that rank PARI PASSU in all
respects with or junior in interest to the Junior Subordinated Debentures (other
than (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Bank in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in

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connection with the issuance of capital stock of the Bank (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Bank's capital stock (or any capital stock of a subsidiary of the Bank) for any
class or series of the Bank's capital stock or of any class or series of the
Bank's indebtedness for any class or series of the Bank's capital stock, (c) the
purchase of fractional interests in shares of the Bank's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any stockholder's rights plan, or the issuance of rights, stock or other
property under any stockholder's rights plan, or the redemption or repurchase of
rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks PARI PASSU with or junior to such
stock). Prior to the termination of any such Extension Period, the Bank may
further defer the payment of interest, provided that no Extension Period may
exceed 10 consecutive semiannual periods or extend beyond the Stated Maturity of
the Junior Subordinated Debentures. Upon the termination of any such Extension
Period and the payment of all amounts then due, the Bank may elect to begin a
new Extension Period subject to the above conditions. No interest shall be due
and payable during an Extension Period, except at the end thereof. The Bank must
give the Issuer Trustees notice of its election of such Extension Period at
least one Business Day prior to the earlier of (i) the date the Distributions on
the Capital Securities would have been payable but for the election to begin
such Extension Period and (ii) the date the Property Trustee is required to give
notice to holders of the Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date. The Property Trustee will give notice of the Bank's
election to begin a new Extension Period to the holders of the Capital
Securities. There is no limitation on the number of times that the Bank may
elect to begin an Extension Period.

REDEMPTION

The Junior Subordinated Debentures are redeemable prior to maturity at the
option of the Bank (i) on or after December 15, 2006, in whole at any time or in
part from time to time, or (ii) in whole (but not in part) at any time within 90
days following the occurrence and during the continuation of a Tax Event,
Investment Company Event or Capital Treatment Event (each as defined under "--
Description of Capital Securities -- Redemption"), in each case at the
redemption price described below. The proceeds of any such redemption will be
used by the Issuer Trust to redeem the Capital Securities.

The redemption of the Junior Subordinated Debentures by the Bank prior to
their Stated Maturity would constitute the redemption of capital instruments
under the OCC's current risk-based capital guidelines and may be subject to the
prior approval of the OCC. The redemption of the Junior Subordinated Debentures
also could be subject to the additional prior approval of the Federal Reserve
under its current risk-based capital guidelines.

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The redemption price for Junior Subordinated Debentures in the case of a
redemption under (i) above shall equal the following prices, expressed in
percentages of the principal amount, together with accrued interest to but
excluding the date fixed for redemption. If redeemed during the 12-month period
beginning December 15 of the years indicated below:

and at 100% on or after December 15, 2016.

The redemption price for Junior Subordinated Debentures, in the case of a
redemption prior to December 15, 2006 following a Tax Event, Investment Company
Event or Capital Treatment Event, as described under (ii) above, will equal the
Make-Whole Amount (as defined under "-- Description of Capital Securities
Redemption"), together with accrued interest to but excluding the date fixed for
redemption.

ADDITIONAL SUMS

The Bank has covenanted in the Junior Subordinated Indenture that, if and
for so long as (i) the Issuer Trust is the holder of all Junior Subordinated
Debentures and (ii) the Issuer Trust is required to pay any additional taxes,
duties or other governmental charges as a result of a Tax Event, the Bank will
pay as additional sums on the Junior Subordinated Debentures such amounts as may
be required so that the Distributions payable by the Issuer Trust will not be
reduced as a result of any such additional taxes, duties or other governmental
charges. See "-- Description of Capital Securities -- Redemption."

REGISTRATION, DENOMINATION AND TRANSFER

The Junior Subordinated Debentures will initially be registered in the name
of the Property Trustee, as trustee of the Issuer Trust. If the Junior
Subordinated Debentures are distributed to holders of Capital Securities, it is
anticipated that the depositary arrangements for the Junior Subordinated
Debentures will be substantially identical to those in effect for the Capital
Securities. See "-- Description of Capital Securities -- Book Entry, Delivery
and Form."

Payments on Junior Subordinated Debentures represented by a global security
will be made to Cede, the nominee for DTC, as the registered holder of the
Junior Subordinated Debentures, as described under "-- Description of the
Capital Securities -- Book Entry, Delivery and Form." If Junior Subordinated
Debentures are issued in certificated form, principal and interest will be
payable, the transfer of the Junior Subordinated Debentures will be registrable,
and Junior Subordinated Debentures will be exchangeable for Junior Subordinated
Debentures of other authorized denominations of a like aggregate principal
amount, at the corporate trust office of the Debenture Trustee or at the offices
of any paying agent or transfer agent appointed by the Bank, provided that
payment of interest may be made at the option of the Bank by check mailed to the
address of the persons entitled thereto or by wire transfer.

The Junior Subordinated Debentures will be issuable only in registered form
without coupons in minimum denominations of $250,000 and integral multiples of
$1,000 in excess thereof. Junior Subordinated Debentures will be exchangeable
for other Junior Subordinated Debentures of like tenor, of any authorized
denominations, and of a like aggregate principal amount.

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<PAGE>
Junior Subordinated Debentures may be presented for exchange as provided
above, and may be presented for registration of transfer (with the form of
transfer endorsed thereon, or a satisfactory written instrument of transfer,
duly executed), at the office of the securities registrar appointed under the
Junior Subordinated Debenture or at the office of any transfer agent designated
by the Bank for such purpose without service charge and upon payment of any
taxes and other governmental charges as described in the Junior Subordinated
Indenture. The Bank will appoint the Debenture Trustee as securities registrar
under the Junior Subordinated Indenture. The Bank may at any time designate
additional transfer agents with respect to the Junior Subordinated Debentures.

In the event of any redemption, neither the Bank nor the Debenture Trustee
shall be required to (i) issue, register the transfer of or exchange Junior
Subordinated Debentures during a period beginning at the opening of business 15
days before the day of selection for redemption of the Junior Subordinated
Debentures to be redeemed and ending at the close of business on the day of
mailing of the relevant notice of redemption or (ii) transfer or exchange any
Junior Subordinated Debentures so selected for redemption, except, in the case
of any Junior Subordinated Debentures being redeemed in part, any portion
thereof not to be redeemed.

Any moneys deposited with the Debenture Trustee or any paying agent, or then
held by the Bank in trust, for the payment of the principal of (and premium, if
any) or interest on any Junior Subordinated Debenture and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall, at the request of the Bank, be repaid to the Bank and the
holder of such Junior Subordinated Debenture shall thereafter look, as a general
unsecured creditor, only to the Bank for payment thereof.

RESTRICTIONS ON CERTAIN PAYMENTS; CERTAIN COVENANTS OF THE BANK

The Bank has covenanted that it will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Bank's capital stock or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Bank that rank PARI PASSU in all respects with or
junior in interest to the Junior Subordinated Debentures (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Bank in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Bank (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable event, (b) as a result of an exchange or conversion of any
class or series of the Bank's capital stock (or any capital stock of a
subsidiary of the Bank) for any class or series of the Bank's capital stock or
of any class or series of the Bank's indebtedness for any class or series of the
Bank's capital stock, (c) the purchase of fractional interests in shares of the
Bank's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, (d) any declaration
of a dividend in connection with any stockholder's rights plan, or the issuance
of rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks PARI PASSU with
or junior to such stock), if at such time (i) there has occurred any event (a)
of which the Bank has actual knowledge that with the giving of notice or the
lapse of time, or both, would constitute a Debenture Event of Default and (b)
that the Bank has not taken reasonable steps to cure, (ii) if the Junior
Subordinated Debentures are held by the Issuer Trust, the Bank is in default
with respect to its payment of any obligations under the Guarantee or (iii) the
Bank has given notice of its selection of an Extension Period as provided in the
Junior Subordinated Indenture and has not rescinded such notice, or such
Extension Period, or any extension thereof, is continuing.

The Bank has covenanted in the Junior Subordinated Indenture (i) to continue
to hold, directly or indirectly, 100% of the Common Securities, provided that
certain successors that are permitted pursuant

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<PAGE>
to the Junior Subordinated Indenture may succeed to the Bank's ownership of the
Common Securities, (ii) as holder of the Common Securities, not to voluntarily
terminate, wind-up or liquidate the Issuer Trust, other than (a) in connection
with a distribution of Junior Subordinated Debentures to the holders of the
Capital Securities in liquidation of the Issuer Trust or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Issuer Trust to continue not to
be taxable as a corporation for United States federal income tax purposes.

MODIFICATION OF JUNIOR SUBORDINATED INDENTURE

From time to time the Bank, the Holding Company and the Debenture Trustee
may, without the consent of the holders of the Junior Subordinated Debentures,
amend, waive or supplement the provisions of the Junior Subordinated Indenture
for specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies (provided that any such action does not materially
adversely affect the interests of the holders of the Junior Subordinated
Debentures or the holders of the Capital Securities so long as they remain
outstanding) and qualifying, or maintaining the qualification of, the Indenture
under the Trust Indenture Act. The Junior Subordinated Indenture contains
provisions permitting the Bank and the Debenture Trustee, with the consent of
the holders of not less than a majority in principal amount of the Junior
Subordinated Debentures, to modify the Junior Subordinated Indenture in a manner
affecting the rights of the holders of the Junior Subordinated Debentures,
except that no such modification may, without the consent of the holder of each
outstanding Junior Subordinated Debenture so affected, (i) change the Stated
Maturity of the Junior Subordinated Debentures, or reduce the principal amount
thereof, the rate of interest thereon or any premium payable upon the redemption
thereof, or change the place of payment where, or the currency in which, any
such amount is payable or impair the right to institute suit for the enforcement
of any Junior Subordinated Debenture or (ii) reduce the percentage of principal
amount of Junior Subordinated Debentures, the holders of which are required to
consent to any such modification of the Junior Subordinated Indenture.
Furthermore, so long as any of the Capital Securities remain outstanding, no
such modification may be made that adversely affects the holders of such Capital
Securities in any material respect, and no termination of the Junior
Subordinated Indenture may occur, and no waiver of any Debenture Event of
Default or compliance with any covenant under the Junior Subordinated Indenture
may be effective, without the prior consent of the holders of at least a
majority of the aggregate Liquidation Amount of the outstanding Capital
Securities unless and until the principal of (and premium, if any, on) the
Junior Subordinated Debentures and all accrued and unpaid interest thereon have
been paid in full and certain other conditions are satisfied.

DEBENTURE EVENTS OF DEFAULT

The Junior Subordinated Indenture provides that any one or more of the
following described events with respect to the Junior Subordinated Debentures
that has occurred and is continuing constitutes an "Event of Default" with
respect to the Junior Subordinated Debentures:

(i) failure for 30 days to pay any interest on the Junior Subordinated
Debentures when due (subject to the deferral of any due date in the case of
an Extension Period); or

(ii) failure to pay any principal of or premium, if any, on the Junior
Subordinated Debentures when due whether at maturity, upon redemption, by
declaration of acceleration or otherwise; or

(iii) failure to observe or perform in any material respect certain
other covenants contained in the Junior Subordinated Indenture for 90 days
after written notice to the Bank from the Debenture Trustee or the holders
of at least 25% in aggregate outstanding principal amount of the outstanding
Junior Subordinated Debentures; or

(iv) certain events of bankruptcy, insolvency or reorganization of the
Bank.

For purposes of the Trust Agreement and this Prospectus, each such Event of
Default under the Junior Subordinated Debenture is referred to as a "Debenture
Event of Default." As described in

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"-- Description of Capital Securities -- Events of Default; Notice," the
occurrence of a Debenture Event of Default will also constitute an Event of
Default in respect of the Trust Securities.

The holders of at least a majority in aggregate principal amount of
outstanding Junior Subordinated Debentures have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee. The Debenture Trustee or the holders of not less than 25% in
aggregate principal amount of outstanding Junior Subordinated Debentures may
declare the principal due and payable immediately upon a Debenture Event of
Default, and, should the Debenture Trustee or such holders of Junior
Subordinated Debentures fail to make such declaration, the holders of at least
25% in aggregate Liquidation Amount of the outstanding Capital Securities shall
have such right. The holders of a majority in aggregate principal amount of
outstanding Junior Subordinated Debentures may annul such declaration and waive
the default if all defaults (other than the non-payment of the principal of
Junior Subordinated Debentures which has become due solely by such acceleration)
have been cured and a sum sufficient to pay all matured installments of interest
and principal due otherwise than by acceleration has been deposited with the
Debenture Trustee. Should the holders of Junior Subordinated Debentures fail to
annul such declaration and waive such default, the holders of a majority in
aggregate Liquidation Amount of the outstanding Capital Securities shall have
such right.

The holders of at least a majority in aggregate principal amount of the
outstanding Junior Subordinated Debentures affected thereby may, on behalf of
the holders of all the Junior Subordinated Debentures, waive any past default,
except a default in the payment of principal (or premium if any) or interest
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Debenture Trustee) or a default in respect of a covenant
or provision which under the Junior Subordinated Indenture cannot be modified or
amended without the consent of the holder of each outstanding Junior
Subordinated Debenture. See "-- Modification of Junior Subordinated Indenture."
The Bank is required to file annually with the Debenture Trustee a certificate
as to whether or not the Bank is in compliance with all the conditions and
covenants applicable to it under the Junior Subordinated Indenture.

If a Debenture Event of Default occurs and is continuing, the Property
Trustee will have the right to declare the principal of and the interest on the
Junior Subordinated Debentures, and any other amounts payable under the Junior
Subordinated Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to the Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES

If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Bank to pay any amounts payable in
respect of the Junior Subordinated Debentures on the date such amounts are
otherwise payable, a registered holder of Capital Securities may institute a
legal proceeding directly against the Bank for enforcement of payment to such
holder of an amount equal to the amount payable in respect of Junior
Subordinated Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Capital Securities held by such holder (a "Direct
Action"). The Bank may not amend the Junior Subordinated Indenture to remove the
foregoing right to bring a Direct Action without the prior written consent of
the holders of all of the Capital Securities. The Bank will have the right under
the Junior Subordinated Indenture to set-off any payment made to such holder of
Capital Securities by the Bank in connection with a Direct Action.

The holders of the Capital Securities would not be able to exercise directly
any remedies available to the holders of the Junior Subordinated Debentures
except under the circumstances described in the preceding paragraph. See "--
Description of Capital Securities -- Events of Default; Notice."

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Junior Subordinated Indenture provides that the Bank may not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person may
consolidate with or merge into the Bank or convey, transfer or lease its

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properties and assets substantially as an entirety to the Bank, unless (i) if
the Bank consolidates with or merges into another Person or conveys or transfers
its properties and assets substantially as an entirety to any Person, the
successor Person is organized under the laws of the United States or any state
or the District of Columbia, and such successor Person expressly assumes the
Bank's obligations in respect of the Junior Subordinated Debentures; (ii)
immediately after giving effect thereto, no Debenture Event of Default, and no
event which, after notice or lapse of time or both, would constitute a Debenture
Event of Default, has occurred and is continuing; and (iii) certain other
conditions as prescribed in the Junior Subordinated Indenture are satisfied.

The provisions of the Junior Subordinated Indenture do not afford holders of
the Junior Subordinated Debentures protection in the event of a highly leveraged
or other transaction involving the Bank that may adversely affect holders of the
Junior Subordinated Debentures.

SATISFACTION AND DISCHARGE

The Junior Subordinated Indenture provides that when, among other things,
all Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation (i) have become due and payable or (ii) will become due
and payable at the Stated Maturity within one year, and the Bank deposits or
causes to be deposited with the Debenture Trustee funds, in trust, for the
purpose and in an amount sufficient to pay and discharge the entire indebtedness
on the Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation, for the principal (and premium, if any) and interest
to the date of the deposit or to the Stated Maturity, as the case may be, then
the Junior Subordinated Indenture will cease to be of further effect (except as
to the Bank's obligations to pay all other sums due pursuant to the Junior
Subordinated Indenture and to provide the officers' certificates and opinions of
counsel described therein), and the Bank will be deemed to have satisfied and
discharged the Junior Subordinated Indenture.

SUBORDINATION

The Junior Subordinated Debentures will be subordinate and junior in right
of payment, to the extent set forth in the Junior Subordinated Indenture, to all
Senior Indebtedness (as defined below) of the Bank. If the Bank defaults in the
payment of any principal, premium, if any, or interest, if any, or any other
amount payable on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for redemption or by declaration of
acceleration or otherwise, then, unless and until such default has been cured or
waived or has ceased to exist or all Senior Indebtedness has been paid, no
direct or indirect payment (in cash, property, securities, by set-off or
otherwise) may be made or agreed to be made on the Junior Subordinated
Debentures, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the Junior Subordinated Debentures.

As used herein, "Senior Indebtedness" of the Bank means any obligation of
the Bank to its creditors, whether now outstanding or subsequently incurred,
other than any obligation as to which, in the instrument creating or evidencing
the obligation or pursuant to which the obligation is outstanding, it is
provided that such obligation is not Senior Indebtedness, whether now
outstanding or hereinafter incurred. Senior Indebtedness of the Bank includes,
without limitation, the Bank's outstanding subordinated debt securities, any
subordinated debt securities issued in the future with substantially similar
subordination terms, and the Bank's obligations to depositors, its obligations
under banker's acceptances and letters of credit and its obligations to other
creditors, including its obligations to any Federal Reserve Bank and the FDIC
(except for obligations to the FDIC under Section 1815(c) of Title 12 of the
United States Code which requires banks to indemnify the FDIC for its losses
arising from any failed, commonly controlled bank) but does not include (a) any
obligations of the Bank that, when incurred and without respect to any election
under IIII(b) of the Bankruptcy Reform Act of 1978, was without recourse to the
Bank, (b) any obligation of the Bank to any of its subsidiaries, (c) obligations
to any employee of the Bank, (d) any Junior Subordinated Debentures, (e) trade
accounts payable of the Bank and (f) accrued liabilities arising in the ordinary
course of business of the Bank. As of September 30, 1996, the Bank had $4.9
billion of Senior Indebtedness outstanding.

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In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Bank, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding up of the Bank, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Bank for the benefit of creditors or (iv) any other
marshalling of the assets of the Bank, all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made on account of the Junior
Subordinated Debentures. In such event, any payment or distribution on account
of the Junior Subordinated Debentures, whether in cash, securities or other
property, that would otherwise (but for the subordination provisions) be payable
or deliverable in respect of the Junior Subordinated Debentures will be paid or
delivered directly to the holders of Senior Indebtedness in accordance with the
priorities then existing among such holders until all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) has been paid in full.

In the event of any such proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the holders of Junior Subordinated
Debentures, together with the holders of any obligations of the Bank ranking on
a parity with the Junior Subordinated Debentures, will be entitled to be paid
from the remaining assets of the Bank the amounts at the time due and owing on
the Junior Subordinated Debentures and such other obligations before any payment
or other distribution, whether in cash, property or otherwise, will be made on
account of any capital stock or obligations of the Bank ranking junior to the
Junior Subordinated Debentures and such other obligations. If any payment or
distribution on account of the Junior Subordinated Debentures of any character
or any security, whether in cash, securities or other property is received by
any holder of any Junior Subordinated Debentures in contravention of any of the
terms hereof and before all the Senior Indebtedness has been paid in full, such
payment or distribution or security will be received in trust for the benefit
of, and must be paid over or delivered and transferred to, the holders of the
Senior Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. By reason of such subordination, in the event of the
insolvency of the Bank, holders of Senior Indebtedness may receive more,
ratably, and holders of the Junior Subordinated Debentures may receive less,
ratably, than the other creditors of the Bank. Such subordination will not
prevent the occurrence of any Event of Default in respect of the Junior
Subordinated Debentures.

The Junior Subordinated Indenture places no limitation on the amount of
additional Senior Indebtedness that may be incurred by the Bank. The Bank
expects from time to time to incur additional indebtedness constituting Senior
Indebtedness.

PARENT GUARANTEE

Pursuant to the Junior Subordinated Indenture, the Holding Company has
irrevocably and unconditionally guaranteed the obligations of the Bank under the
Old Junior Subordinated Debentures (the "Old Debenture Guarantee"). Pursuant to
the Exchange Offer, the Holding Company will exchange the Old Debenture
Guarantees for the New Debenture Guarantees as soon as practicable after the
date hereof. See "-- Parent Guarantee" and "The Exchange Offer."

GOVERNING LAW

The Junior Subordinated Indenture and the Junior Subordinated Debentures
will be governed by and construed in accordance with the laws of the State of
New York.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The Debenture Trustee, other than during the occurrence and continuance of a
default by the Bank in performance of its obligations under the Junior
Subordinated Debenture, is under no obligation to exercise any of the powers
vested in it by the Junior Subordinated Indenture at the request of any holder

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of Junior Subordinated Debentures, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities that might be incurred
thereby. The Debenture Trustee is not required to expend or risk its own funds
or otherwise incur personal financial liability in the performance of its duties
if the Debenture Trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

Chemical Trust Company of California, the Debenture Trustee, may serve from
time to time as trustee under other indentures or trust agreements with the Bank
or its subsidiaries relating to other issues of their securities. In addition,
the Bank and certain of its affiliates may have other banking relationships with
Chemical Trust Company of California and its affiliates.

DESCRIPTION OF GUARANTEE

The Old Guarantee was executed and delivered by the Bank concurrently with
the issuance of the Old Capital Securities by the Issuer Trust for the benefit
of the holders from time to time of the Old Capital Securities. As soon as
practicable after the date hereof, the Old Guarantee will be exchanged by the
Bank for the New Guarantee, and the guarantee by the Holding Company of the Old
Guarantee will be exchanged by the Bank for an identical guarantee of the
Holding Company of the Bank's obligations under the New Guarantee (together with
the New Debenture Guarantee, the "New Parent Guarantee"). Chemical Trust Company
of California will act as Guarantee Trustee under the New Guarantee. The New
Parent Guarantee has been qualified under the Trust Indenture Act. This summary
of certain provisions of the Guarantee does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all of the provisions
of the Guarantee, including the definitions therein of certain terms. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Capital Securities.

GENERAL

The Bank has irrevocably agreed to pay in full on a subordinated basis, to
the extent set forth herein, the Guarantee Payments (as defined below) to the
holders of the Capital Securities, as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer Trust may have or assert other
than the defense of payment. The following payments with respect to the Capital
Securities, to the extent not paid by or on behalf of the Issuer Trust (the
"Guarantee Payments"), will be subject to the Guarantee: (i) any accumulated and
unpaid Distributions required to be paid on such Capital Securities, to the
extent that the Issuer Trust has funds on hand available therefor at such time,
(ii) the Redemption Price with respect to any Capital Securities called for
redemption, to the extent that the Issuer Trust has funds on hand available
therefor at such time, and (iii) upon a voluntary or involuntary termination,
winding-up or liquidation of the Issuer Trust (unless the Junior Subordinated
Debentures are distributed to holders of the Capital Securities), the lesser of
(a) the Liquidation Distribution, to the extent that the Issuer Trust has funds
on hand available therefor at such time, and (b) the amount of assets of the
Issuer Trust remaining available for distribution to holders of the Capital
Securities on liquidation of the Issuer Trust. The Bank's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Bank to the holders of the Capital Securities or by causing the Issuer Trust
to pay such amounts to such holders.

The Guarantee will be an irrevocable guarantee on a subordinated basis of
the Issuer Trust's obligations under the Capital Securities, but will apply only
to the extent that the Issuer Trust has funds sufficient to make such payments,
and is not a guarantee of collection.

If the Bank does not make payments on the Junior Subordinated Debentures
held by the Issuer Trust, the Issuer Trust will not be able to pay any amounts
payable in respect of the Capital Securities and will not have funds legally
available therefor. The Guarantee will rank subordinate and junior in right of
payment to all Senior Indebtedness of the Bank. See "-- Status of the
Guarantee." The Guarantee does not limit the incurrence or issuance of other
secured or unsecured debt of the Bank, including Senior Indebtedness, whether
under the Junior Subordinated Indenture, any other indenture that the Bank may
enter into in the future or otherwise.

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The Bank has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures, the Junior Subordinated Indenture and the Expense
Agreement, taken together, fully, irrevocably and unconditionally guaranteed all
of the Issuer Trust's obligations under the Capital Securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer Trust's obligations in respect of the
Capital Securities. See "Relationship Among the Capital Securities, the Junior
Subordinated Debentures, the Guarantee, the Expense Agreement and the Parent
Guarantee."

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of the Bank and will
rank subordinate and junior in right of payment to all Senior Indebtedness of
the Bank in the same manner as the Junior Subordinated Debentures.

The Guarantee will constitute a guarantee of payment and not of collection
(I.E., the guaranteed party may institute a legal proceeding directly against
the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). The
Guarantee will be held by the Guarantee Trustee for the benefit of the holders
of the Capital Securities. The Guarantee will not be discharged except by
payment of the Guarantee Payments in full to the extent not paid by the Issuer
Trust or distribution to the holders of the Capital Securities of the Junior
Subordinated Debentures.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not materially adversely affect
the rights of holders of the Capital Securities (in which case no vote will be
required), the Guarantee may not be amended without the prior approval of the
holders of not less than a majority of the aggregate Liquidation Amount of the
outstanding Capital Securities. The manner of obtaining any such approval will
be as set forth under "-- Description of Capital Securities -- Voting Rights;
Amendment of Trust Agreement." All guarantees and agreements contained in the
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Bank and shall inure to the benefit of the holders of the
Capital Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of the
Bank to perform any of its payment or other obligations thereunder, or to
perform any non-payment obligation if such nonpayment default remains unremedied
for 30 days. The holders of not less than a majority in aggregate Liquidation
Amount of the outstanding Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee.

Any registered holder of Capital Securities may institute a legal proceeding
directly against the Bank to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Issuer Trust, the Guarantee
Trustee or any other person or entity.

The Bank, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Bank is in compliance with all
the conditions and covenants applicable to it under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and continuance of a
default by the Bank in performance of the Guarantee, undertakes to perform only
such duties as are specifically set forth in

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the Guarantee and, after the occurrence of an event of default with respect to
the Guarantee, must exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, the Guarantee Trustee is under no obligation to exercise any
of the powers vested in it by the Guarantee at the request of any holder of the
Capital Securities unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.

For information concerning the relationship between Chemical Trust Company
of California, the Guarantee Trustee, and the Bank, see "-- Description of
Junior Subordinated Debentures -- Information Concerning the Debenture Trustee."

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect upon full
payment of the Redemption Price of the Capital Securities, upon full payment of
the amounts payable with respect to the Capital Securities upon liquidation of
the Issuer Trust or upon distribution of Junior Subordinated Debentures to the
holders of the Capital Securities. The Guarantee will continue to be effective
or will be reinstated, as the case may be, if at any time any holder of the
Capital Securities must restore payment of any sums paid under the Capital
Securities or the Guarantee.

PARENT GUARANTEE

The Holding Company will irrevocably and unconditionally guarantee the
obligations of the Bank under the Guarantee. See "-- Parent Guarantee."

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.

THE EXPENSE AGREEMENT

Pursuant to an Agreement as to Expenses and Liabilities entered into by the
Bank under the Trust Agreement (as amended or supplemented from time to time,
the "Expense Agreement"), the Bank, as holder of the Common Securities, has
irrevocably and unconditionally guaranteed to each person or entity to whom the
Issuer Trust becomes indebted or liable, the full payment of any costs, expenses
or liabilities of the Issuer Trust, other than obligations of the Issuer Trust
to pay to holders of the Trust Securities of the amounts due such holders
pursuant to the terms of the Trust Securities. The Expense Agreement constitutes
an unsecured obligation of the Bank and ranks subordinate and junior in right of
payment to all Senior Indebtedness of the Bank in the same manner as the
Guarantee and the Junior Subordinated Debentures.

PARENT GUARANTEE

Pursuant to the Indenture and the Guarantee Agreement, the Holding Company
has irrevocably and unconditionally guaranteed to the holders of the Junior
Subordinated Debentures and the Old Guarantee, and pursuant to the Exchange
Offer, the Holding Company will irrevocably and unconditionally guarantee to the
holders of the Junior Subordinated Debentures and the New Guarantee, the full
payment of all amounts payable by the Bank under the Junior Subordinated
Debentures and the Guarantees (such guarantee, the "Parent Guarantee").

The Parent Guarantee constitutes an unsecured obligation of the Holding
Company and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Holding Company.

As used herein, "Senior Indebtedness" of the Holding Company means any
obligation of the Holding Company to its creditors, whether now outstanding or
subsequently incurred, other than any obligation as to which, in the instrument
creating or evidencing the obligation or pursuant to which the

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obligation is outstanding, it is provided that such obligation is not Senior
Indebtedness, but does not include trade accounts payable and accrued
liabilities arising in the ordinary course of business. Senior Indebtedness of
the Holding Company includes the Holding Company's outstanding subordinated debt
securities and any subordinated debt securities issued by the Holding Company in
the future with substantially similar subordination terms, but does not include
any junior subordinated debt securities issued by the Holding Company in the
future with subordination terms substantially similar to those of the Junior
Subordinated Debentures. Substantially all of the existing indebtedness of the
Holding Company constitutes Senior Indebtedness. As of September 30, 1996, the
Holding Company had approximately $59.1 million of Senior Indebtedness
outstanding. Neither the Parent Guarantee nor the Junior Subordinated Indenture
place any limitation on the amount of additional Senior Indebtedness that may be
incurred by the Holding Company. The Holding Company expects from time to time
to incur additional indebtedness constituting Senior Indebtedness.

The Parent Guarantee constitutes a guarantee of payment and not of
collection (I.E., the guaranteed party may institute a legal proceeding directly
against the Holding Company to enforce its rights under the Parent Guarantee
without first instituting a legal proceeding against any other person or
entity). The Parent Guarantee will be held by the Debenture Trustee and the
Guarantee Trustee for the respective benefit of the holders of the Junior
Subordinated Debentures and the Guarantee. The Parent Guarantee will not be
discharged except by payment of all obligations of the Bank under the Junior
Subordinated Debentures and the Guarantee in full to the extent not paid by the
Bank.

Any registered holder of Junior Subordinated Debentures and any holder of
the Guarantee may institute a legal proceeding directly against the Holding
Company to enforce its rights under the Parent Guarantee without first
instituting a legal proceeding against the Bank, the Issuer Trust, the Debenture
Trustee, the Guarantee Trustee or any other person or entity.

DESCRIPTION OF OLD SECURITIES

The terms of the Old Securities are identical in all material respects to
the New Securities, except that (i) the Old Securities have not been registered
under the Securities Act, are subject to certain restrictions on transfer and
are entitled to certain rights under the Registration Rights Agreement (which
rights will terminate upon consummation of the Exchange Offer, except under
limited circumstances); and (ii) the New Capital Securities will not provide for
any increase in the Distribution rate thereon. The Old Securities provide that,
in the event that the Exchange Offer is not consummated on or prior to ,
1997, or in certain limited circumstances, in the event a shelf registration
statement (the "Shelf Registration Statement") with respect to the resale of the
Old Capital Securities is not declared effective on or prior to , 1997,
then interest will accrue (in addition to the interest rate on the Junior
Subordinated Debentures) at the rate of 0.25% per annum on the principal amount
of the Junior Subordinated Debentures and Distributions will accrue (in addition
to the stated Distribution rate on the Capital Securities) at the rate of 0.25%
per annum on the Liquidation Amount of the Capital Securities, for the period
from the occurrence of such event until the earlier of such time as the Exchange
Offer is consummated, any required Shelf Registration Statement is effective or
the date that is three years from the original issuance of the Old Capital
Securities. The New Securities are not, and upon consummation of the Exchange
Offer the Old Securities will not be, entitled to any such additional interest
or Distributions. Accordingly, holders of Old Capital Securities should review
the information set forth under "Risk Factors -- Consequences of a Failure to
Exchange Old Capital Securities" and "Description of New Securities."

RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE JUNIOR SUBORDINATED DEBENTURES,
THE GUARANTEE, THE EXPENSE AGREEMENT AND THE PARENT GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Capital Securities
(to the extent the Issuer Trust has funds available for such payment) are
irrevocably guaranteed by the Bank as and to the extent set forth under
"Description of New Securities -- Description of Guarantee." Taken together, the
Bank's

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obligations under the Junior Subordinated Debentures, the Junior Subordinated
Indenture, the Trust Agreement, the Expense Agreement and the Guarantee provide,
in the aggregate, a full, irrevocable and unconditional guarantee of payments of
Distributions and other amounts due on the Capital Securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer Trust's obligations in respect of the
Capital Securities. If and to the extent that the Bank does not make payments on
the Junior Subordinated Debentures, the Issuer Trust will not have sufficient
funds to pay Distributions or other amounts due on the Capital Securities. The
Guarantee does not cover payment of amounts payable with respect to the Capital
Securities when the Issuer Trust does not have sufficient funds to pay such
amounts. In such event, the remedy of a holder of the Capital Securities is to
institute a legal proceeding directly against the Bank for enforcement of
payment of the Bank's obligations under Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Capital Securities held
by such holder.

The obligations of the Bank under the Junior Subordinated Debentures, the
Guarantee and the Expense Agreement are subordinate and junior in right of
payment to all Senior Indebtedness.

PARENT GUARANTEE

Payments by the Bank under the Junior Subordinated Debentures and the
Guarantee are irrevocably guaranteed by the Holding Company. Therefore, if and
to the extent that the Bank does not make payments on the Junior Subordinated
Debentures, the Holding Company is obligated to make such payments, and to the
extent that such payments are made, the Issuer Trust will have sufficient funds
to pay Distributions on the Capital Securities. In such instance, if the Bank
does not make or cause the Issuer Trust to make payments due under the
Guarantee, the Holding Company, to the extent the Issuer Trust has such funds
available, will be obligated to make such payments under the Guarantee.

SUFFICIENCY OF PAYMENTS

As long as payments are made when due on the Junior Subordinated Debentures,
such payments will be sufficient to cover Distributions and other payments
distributable on the Capital Securities, primarily because (i) the aggregate
principal amount of the Junior Subordinated Debentures will be equal to the sum
of the aggregate stated Liquidation Amount of the Capital Securities and Common
Securities; (ii) the interest rate and interest and other payment dates on the
Junior Subordinated Debentures will match the Distribution rate, Distribution
Dates and other payment dates for the Capital Securities; (iii) the Bank, as
holder of the Common Securities, will pay for all and any costs, expenses and
liabilities of the Issuer Trust except the Issuer Trust's obligations to holders
of the Trust Securities; and (iv) the Trust Agreement further provides that the
Issuer Trust will not engage in any activity that is not consistent with the
limited purposes of the Issuer Trust.

Notwithstanding anything to the contrary in the Junior Subordinated
Indenture, the Bank has the right to set-off any payment it is otherwise
required to make thereunder against and to the extent the Bank has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee or in connection with a Direct Action.

ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES

A holder of any Capital Security may institute a legal proceeding directly
against the Bank to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust
or any other person or entity. See "Description of New Securities -- Description
of Guarantee." In addition, a holder of any Capital Security may institute a
legal proceeding directly against the Holding Company to enforce its rights
under the Parent Guarantee without first instituting a legal proceeding against
the Guarantee Trustee, the Debenture Trustee, the Bank, the Issuer Trust or any
other person or entity. See "Description of New Securities -- Parent Guarantee."

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A default or event of default under any Senior Indebtedness of the Bank
would not constitute a default or Event of Default in respect of the Capital
Securities. However, in the event of payment defaults under, or acceleration of,
Senior Indebtedness of the Bank, the subordination provisions of the Junior
Subordinated Indenture provide that no payments may be made in respect of the
Junior Subordinated Debentures until such Senior Indebtedness has been paid in
full or any payment default thereunder has been cured or waived. See
"Description of New Securities -- Description of Junior Subordinated Debentures
- -- Subordination."

LIMITED PURPOSE OF ISSUER TRUST

The Capital Securities represent preferred undivided beneficial interests in
the assets of the Issuer Trust, and the Issuer Trust exists for the sole purpose
of issuing its Capital Securities and Common Securities and investing the
proceeds thereof in Junior Subordinated Debentures. A principal difference
between the rights of a holder of a Capital Security and a holder of a Junior
Subordinated Debenture is that a holder of a Junior Subordinated Debenture is
entitled to receive from the Bank payments on Junior Subordinated Debentures
held, while a holder of Capital Securities is entitled to receive Distributions
or other amounts distributable with respect to the Capital Securities from the
Issuer Trust (or from the Bank under the Guarantee) only if and to the extent
the Issuer Trust has funds available for the payment of such Distributions.

RIGHTS UPON TERMINATION

Upon any voluntary or involuntary termination, winding-up or liquidation of
the Issuer Trust, other than any such termination, winding-up or liquidation
involving the distribution of the Junior Subordinated Debentures, after
satisfaction of liabilities to creditors of the Issuer Trust as required by
applicable law, the holders of the Capital Securities will be entitled to
receive, out of assets held by the Issuer Trust, the Liquidation Distribution in
cash. See "Description of New Securities -- Description of Capital Securities --
Liquidation Distribution Upon Termination." Upon any voluntary or involuntary
liquidation or bankruptcy of the Bank, the Property Trustee, as registered
holder of the Junior Subordinated Debentures, would be a subordinated creditor
of the Bank, subordinated and junior in right of payment to all Senior
Indebtedness as set forth in the Junior Subordinated Indenture, but entitled to
receive payment in full of all amounts payable with respect to the Junior
Subordinated Debentures before any stockholders of the Bank receive payments or
distributions. Since the Bank is the guarantor under the Guarantee and has
agreed under the Expense Agreement to pay for all costs, expenses and
liabilities of the Issuer Trust (other than the Issuer Trust's obligations to
the holders of the Trust Securities), the positions of a holder of the Capital
Securities and a holder of such Junior Subordinated Debentures relative to other
creditors and to stockholders of the Bank in the event of liquidation or
bankruptcy of the Bank are expected to be substantially the same.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of Capital Securities.
This summary only addresses the tax consequences to a person that acquires
Capital Securities on their original issue at their original offering price and
that is (i) an individual citizen or resident of the United States, (ii) a
corporation or partnership organized in or under the laws of the United States
or any state thereof or the District of Columbia or (iii) an estate or trust the
income of which is subject to United States federal income tax regardless of
source (a "United States Person"). This summary does not address all tax
consequences that may be applicable to a United States Person that is a
beneficial owner of Capital Securities, nor does it address the tax consequences
to (i) persons that are not United States Persons, (ii) persons that may be
subject to special treatment under United States federal income tax law, such as
banks, insurance companies, thrift institutions, regulated investment companies,
real estate investment trusts, tax-exempt organizations and dealers in
securities or currencies, (iii) persons that will hold Capital Securities as
part of a

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position in a "straddle" or as part of a "hedging," "conversion" or other
integrated investment transaction for United States federal income tax purposes,
(iv) persons whose functional currency is not the United States dollar or (v)
persons that do not hold Capital Securities as capital assets.

The statements of law or legal conclusion set forth in this summary
constitute the opinion of Sullivan & Cromwell, counsel to the Bank and the
Issuer Trust. This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations, Internal Revenue Service ("IRS")
rulings and pronouncements and judicial decisions now in effect, all of which
are subject to change at any time. Such changes may be applied retroactively in
a manner that could cause the tax consequences to vary substantially from the
consequences described below, possibly adversely affecting a beneficial owner of
Capital Securities. In particular, legislation has been proposed in the past
that could adversely affect the Bank's ability to deduct interest on the Junior
Subordinated Debentures, which may in turn permit the Bank to cause a redemption
of the Capital Securities. See "-- Possible Tax Law Changes." The authorities on
which this summary is based are subject to various interpretations, and it is
therefore possible that the United States federal income tax treatment of the
purchase, ownership and disposition of Capital Securities may differ from the
treatment described below.

PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS IN
LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES AS TO THE UNITED STATES FEDERAL TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF CAPITAL SECURITIES,
AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES AND THE ISSUER TRUST

Under current law and assuming compliance with the terms of the Trust
Agreement and certain factual matters, the Issuer Trust will not be taxable as a
corporation for United States federal income tax purposes. As a result, each
beneficial owner of Capital Securities (a "Securityholder") will be required to
include in its gross income its PRO RATA share of the interest income, including
original issue discount ("OID"), paid or accrued with respect to the Junior
Subordinated Debentures whether or not cash is actually distributed to the
Securityholders. See "-- Interest Income and Original Issue Discount." The
Junior Subordinated Debentures will be classified as indebtedness of the Bank
for United States federal income tax purposes.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under recently issued Treasury regulations applicable to debt instruments
issued on or after August 13, 1996 (the "Regulations"), a contingency that
stated interest will not be timely paid that is "remote" because of the terms of
the relevant debt instrument will be ignored in determining whether such debt
instrument is issued with OID. As a result of the terms and conditions of the
Junior Subordinated Debentures that prohibit certain payments with respect to
the Bank's capital stock and indebtedness if the Bank elects to extend interest
payment periods, the Bank believes that the likelihood of its exercising its
option to defer payments of interest is remote. Based on the foregoing, the Bank
believes that the Junior Subordinated Debentures will not be considered to be
issued with OID at the time of their original issuance and, accordingly, a
Securityholder should include in gross income such Securityholder's allocable
share of interest on the Junior Subordinated Debentures. The following
discussion assumes that unless and until the Bank exercises its option to defer
interest on the Junior Subordinated Debentures, the Junior Subordinated
Debentures will not be treated as issued with OID.

Under the Regulations, if the Bank exercises its option to defer any payment
of interest, the Junior Subordinated Debentures would at that time be treated as
issued with OID, and all stated interest on the Junior Subordinated Debentures
would thereafter be treated as OID as long as the Junior Subordinated Debentures
remained outstanding. In such event, all of a Securityholder's taxable interest
income with respect to the Junior Subordinated Debentures would be accounted for
as OID on an economic accrual basis regardless of such Securityholder's method
of tax accounting, and actual distributions of stated interest would not be
reported as taxable income. Consequently, a Securityholder would be required to
include in gross income OID even though the Bank would not make any actual cash
payments during an Extension Period.

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The Regulations have not been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to the interpretation herein.

Because income on the Capital Securities will constitute interest or OID,
corporate Securityholders will not be entitled to a dividends-received deduction
with respect to any income recognized with respect to the Capital Securities.

Subsequent uses of the term "interest" in this summary include income in the
form of OID.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO SECURITYHOLDERS

Under current law, a distribution by the Issuer Trust of the Junior
Subordinated Debentures as described under the caption "Description of New
Securities -- Description of Capital Securities -- Liquidation Distribution Upon
Termination" will be non-taxable and will result in the Securityholder receiving
directly his or her PRO RATA share of the Junior Subordinated Debentures
previously held indirectly through the Issuer Trust, with a holding period and
aggregate tax basis equal to the holding period and aggregate tax basis such
Securityholder had in its Capital Securities before such distribution. If,
however, the liquidation of the Issuer Trust were to occur because the Issuer
Trust is subject to United States federal income tax with respect to income
accrued or received on the Junior Subordinated Debentures, the distribution of
Junior Subordinated Debentures to Securityholders by the Issuer Trust would be a
taxable event to the Issuer Trust and each Securityholder, and the
Securityholder would recognize gain or loss as if the Securityholder had
exchanged its Capital Securities for the Junior Subordinated Debentures it
received upon the liquidation of the Issuer Trust. A Securityholder will include
interest in income in respect of Junior Subordinated Debentures received from
the Issuer Trust in the manner described above under "-- Interest Income and
Original Issue Discount."

SALES OR REDEMPTIONS OF CAPITAL SECURITIES

A Securityholder that sells (including a redemption for cash) Capital
Securities will recognize gain or loss equal to the difference between its
adjusted tax basis in the Capital Securities and the amount realized on the sale
of such Capital Securities. Assuming that the Bank does not exercise its option
to defer payment of interest on the Junior Subordinated Debentures, a
Securityholder's adjusted tax basis in the Capital Securities generally will be
its initial purchase price. If the Junior Subordinated Debentures are deemed to
be issued with OID as a result of the Bank's deferral of any interest payment, a
Securityholder's tax basis in the Capital Securities generally will be its
initial purchase price, increased by OID previously includible in such
Securityholder's gross income to the date of disposition and decreased by
distributions or other payments received on the Capital Securities since and
including the date of the first Extension Period. Such gain or loss generally
will be a capital gain or loss (except to the extent any amount realized is
treated as a payment of accrued interest with respect to such Securityholder's
PRO RATA share of the Junior Subordinated Debentures required to be included in
income) and generally will be a long-term capital gain or loss if the Capital
Securities have been held for more than one year.

Should the Bank exercise its option to defer any payment of interest on the
Junior Subordinate Debentures, the Capital Securities may trade at a price that
does not accurately reflect the value of accrued but unpaid interest with
respect to the underlying Junior Subordinated Debentures. In the event of such a
deferral, a Securityholder who disposes of its Capital Securities between record
dates for payments of distributions thereon will be required to include in
income as ordinary income accrued but unpaid interest on the Junior Subordinated
Debentures to the date of disposition as OID, but may not receive the cash
related thereto. However, such Securityholder will add such amount to its
adjusted tax basis in the Capital Securities. To the extent the selling price is
less than the Securityholder's adjusted tax basis, such Securityholder will
recognize a capital loss. Subject to certain limited exceptions, capital losses
cannot be applied to offset ordinary income for United States federal income tax
purposes.

Although the matter is not free from doubt, an exchange of Old Capital
Securities for New Capital Securities should not be taxable to Securityholders.

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<PAGE>
BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

The amount of interest income paid or accrued on the Capital Securities held
of record by United States Persons (other than corporations and other exempt
Securityholders) will be reported to the IRS. "Backup" withholding at a rate of
31% will apply to payments of interest to non-exempt United States Persons
unless the Securityholder furnishes its taxpayer identification number in the
manner prescribed in applicable Treasury regulations, certifies that such number
is correct, certifies as to no loss of exemption from backup withholding and
meets certain other conditions.

Payment of the proceeds from the disposition of Capital Securities to or
through the United States office of a broker is subject to information reporting
and backup withholding unless the Securityholder establishes an exemption from
information reporting and backup withholding.

Any amounts withheld from a Securityholder under the backup withholding
rules will be allowed as a refund or a credit against such Securityholder's
United States federal income tax liability, provided the required information is
furnished to the IRS.

It is anticipated that income on the Capital Securities will be reported to
Securityholders on Form 1099 and mailed to Securityholders by January 31
following each calendar year.

POSSIBLE TAX LAW CHANGES

On March 19, 1996, the Revenue Reconciliation Bill, the revenue portion of
President Clinton's budget proposal, was introduced in the 104th Congress. If
enacted, the Revenue Reconciliation Bill would have generally denied interest
deductions for interest on an instrument issued by a corporation that has a
maximum term of more than 20 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. The above-described provisions of the
Revenue Reconciliation Bill were proposed to be effective generally for
instruments issued on or after December 7, 1995. If a similar provision were to
apply to the Junior Subordinated Debentures, the Bank would be unable to deduct
interest on the Junior Subordinated Debentures. However, on March 29, 1996, the
Chairmen of the Senate Finance and House Ways and Means Committees issued a
joint statement to the effect that it was their intention that the effective
date of the President's legislative proposals, if adopted, will be no earlier
than the date of appropriate Congressional action. Under current law, the Bank
will be able to deduct interest on the Junior Subordinated Debentures. Although
the 104th Congress adjourned without enacting the above-described provisions of
the Revenue Reconciliation Bill, there can be no assurance that current or
future legislative proposals or final legislation will not affect the ability of
the Bank to deduct interest on the Junior Subordinated Debentures. Such a change
could give rise to a Tax Event, which may permit the Bank to cause a redemption
of the Capital Securities, as described more fully in this Prospectus under
"Description of New Securities -- Description of Capital Securities --
Redemption."

CERTAIN ERISA CONSIDERATIONS

Each fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") (a "Plan"), should consider the fiduciary standards of ERISA in the
context of the Plan's particular circumstances before authorizing an investment
in the Capital Securities. Accordingly, among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents
and instruments governing the Plan.

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as
individual retirement accounts and Keogh plans subject to Section 4975 of the
Code (also "Plans"), from engaging in certain transactions involving "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified
persons" under the Code ("Parties in Interest") with respect to such Plan. A
violation of these

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<PAGE>
"prohibited transaction" rules may result in an excise tax or other liabilities
under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
Employee benefit plans that are governmental plans (as defined in Section 3(32)
of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
foreign plans (as described in Section 4(b)(5) of ERISA) are not subject to the
requirements of ERISA or Section 4975 of the Code.

Under a regulation (the "Plan Assets Regulation") issued by the U.S.
Department of Labor (the "DOL"), the assets of the Issuer Trust would be deemed
to be "plan assets" of a Plan for purposes of ERISA and Section 4975 of the Code
if "plan assets" of the Plan were used to acquire an equity interest in the
Issuer Trust and no exception were applicable under the Plan Assets Regulation.
An "equity interest" is defined under the Plan Assets Regulation as any interest
in an entity other than an instrument which is treated as indebtedness under
applicable local law and which has no substantial equity features and
specifically includes a beneficial interest in a trust.

Pursuant to an exception contained in the Plan Assets Regulation, the assets
of the Issuer Trust would not be deemed to be "plan assets" of investing Plans
if, immediately after the most recent acquisition of any equity interest in the
Issuer Trust, less than 25% of the value of each class of equity interests in
the Issuer Trust were held by Plans, other employee benefit plans not subject to
ERISA or Section 4975 of the Code (such as governmental, church and foreign
plans), and entities holding assets deemed to be "plan assets" of any Plan
(collectively, "Benefit Plan Investors"). No assurance can be given that the
value of the Capital Securities held by Benefit Plan Investors will be less than
25% of the total value of such Capital Securities at the completion of the
initial offering or thereafter, and no monitoring or other measures will be
taken with respect to the satisfaction of the conditions to this exception. All
of the Common Securities will be purchased and initially held by the Bank.

Certain transactions involving the Issuer Trust could be deemed to
constitute direct or indirect prohibited transactions under ERISA and Section
4975 of the Code with respect to a Plan if the Capital Securities were acquired
with "plan assets" of such Plan and the assets of the Issuer Trust were deemed
to be "plan assets" of Plans investing in the Issuer Trust. For example, if the
Bank is a Party in Interest with respect to an investing Plan (either directly
or by reason of its ownership of the Bank or other subsidiaries), extensions of
credit between the Bank and the Issuer Trust (as represented by the Junior
Subordinated Debentures and the Guarantee) would likely be prohibited by Section
406(a)(1)(B) of ERISA and Section 4975(c)(1)(B) of the Code, UNLESS exemptive
relief were available under an applicable administrative exemption (see below).

The DOL has issued five prohibited transaction class exemptions ("PTCEs")
that may provide exemptive relief if required for direct or indirect prohibited
transactions that may arise from the purchase or holding of the Capital
Securities if assets of the Issuer Trust were deemed to be "plan assets" of
Plans investing in the Issuer Trust as described above. Those class exemptions
are PTCE 96-23 (for certain transactions determined by in-house asset managers),
PTCE 95-60 (for certain transactions involving insurance company general
accounts), PTCE 91-38 (for certain transactions involving bank collective
investment funds), PTCE 90-1 (for certain transactions involving insurance
company separate accounts), and PTCE 84-14 (for certain transactions determined
by qualified professional asset managers).

Because the Capital Securities may be deemed to be equity interests in the
Issuer Trust for purposes of applying ERISA and Section 4975 of the Code, the
Capital Securities may not be purchased or held by any Plan, any entity whose
underlying assets include "plan assets" by reason of any Plan's investment in
the entity (a "Plan Asset Entity") or any person investing "plan assets" of any
Plan, UNLESS such purchaser or holder is eligible for the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption. Any purchaser or holder of the Capital Securities or any interest
therein will be deemed to have represented by its purchase and holding thereof
that it either (a) is not a Plan or a Plan Asset Entity and is not purchasing
such securities on behalf of or with "plan assets" of any Plan or (b) is
eligible for the exemptive relief available under PTCE 96-23, 95-60, 91-38,

69
<PAGE>
90-1 or 84-14 or another applicable exemption with respect to such purchase or
holding. If a purchaser or holder of the Capital Securities that is a Plan or a
Plan Asset Entity elects to rely on an exemption other than PTCE 96-23, 95-60,
91-38, 90-1 or 84-14, the Bank and the Issuer Trust may require a satisfactory
opinion of counsel or other evidence with respect to the availability of such
exemption for such purchase and holding.

Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in nonexempt prohibited transactions, it is particularly
important that fiduciaries or other persons considering purchasing the Capital
Securities on behalf of or with "plan assets" of any Plan consult with their
counsel regarding the potential consequences if the assets of the Issuer Trust
were deemed to be "plan assets" and the availability of exemptive relief under
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or any other applicable exemption.

SUPERVISION, REGULATION AND OTHER MATTERS

The following information is not intended to be an exhaustive description of
the statutes and regulations applicable to the Bank or the Corporation. The
discussion is qualified in its entirety by reference to all particular statutory
or regulatory provisions. Additional information regarding supervision and
regulation is included in the documents incorporated herein by reference. See
"Additional Information."

The business of the Bank is influenced by prevailing economic conditions and
governmental policies, both foreign and domestic. The actions and policy
directives of the Federal Reserve determine to a significant degree the cost and
the availability of funds obtained from money market sources for lending and
investing. The Federal Reserve's policies and regulations also influence,
directly and indirectly, the rates of interest paid by commercial banks on their
time and savings deposits. The nature and impact on the Bank of future changes
in economic conditions and monetary and fiscal policies, both foreign and
domestic, are not predictable.

The Bank is subject to supervision and examination by federal bank
regulatory authorities. The Bank's primary bank regulatory authority is the OCC.

The federal bank regulatory authorities have each adopted risk-based capital
guidelines to which the Bank is subject. These guidelines are based on an
international agreement developed by the Basle Committee on Banking Regulations
and Supervisory Practices, which consists of representatives of central banks
and supervisory authorities in 12 countries including the United States of
America. The guidelines establish a systematic analytical framework that makes
regulatory capital requirements more sensitive to differences in risk profiles
among banking organizations, takes off-balance sheet exposures into explicit
account in assessing capital adequacy and minimizes disincentives to holding
liquid, low-risk assets. Risk-based assets are determined by allocating assets
and specified off-balance sheet commitments and exposures into four weighted
categories, with higher levels of capital being required for the categories
perceived as representing greater risk.

All banks are required to maintain a minimum total risk-based ratio of 8%,
of which half (4%) must be "Tier 1" capital. In addition, the federal bank
regulators established leverage ratio (Tier 1 capital to total adjusted average
assets) guidelines providing for a minimum leverage ratio of 3% for banks
meeting certain specified criteria, including excellent asset quality, high
liquidity, low interest rate exposure and the highest regulatory rating.
Institutions not meeting these criteria are expected to maintain a ratio which
exceeds the 3% minimum by at least 100 to 200 basis points. The federal bank
regulatory authorities may, however, set higher capital requirements when a
bank's particular circumstances warrant. As of September 30, 1996, the Bank's
total risk-based capital ratio was 12.77%, of which 11.51% constituted Tier 1
capital. The Bank's leverage ratio at such date was 6.39%.

Effective January 17, 1995, the federal bank regulatory agencies, including
the FDIC, the Federal Reserve and the OCC, amended their respective agency
risk-based capital standards to include concentration of credit risk and the
risks of non-traditional activities. The Federal Reserve, the OCC and the FDIC

70
<PAGE>
also issued a joint policy statement, effective June 26, 1996, that provides
guidance on sound practices for interest rate risk management. The policy
describes critical factors affecting the agencies' evaluation of a bank's
interest rate risk when making a determination of capital adequacy.

The federal banking agencies possess broad powers to take corrective action
as deemed appropriate for an insured depository institution and its holding
companies. The extent of these powers depends upon whether the institution in
question is considered "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." Generally, as an institution is deemed to be less well
capitalized, the scope and severity of the agencies' powers increase. The
agencies' corrective powers can include, among other things, requiring an
insured financial institution to adopt a capital restoration plan which cannot
be approved unless guaranteed by the institution's parent holding company;
placing limits on asset growth and restrictions on activities; placing
restrictions on transactions with affiliates; restricting the interest rates the
institution may pay on deposits; prohibiting the institution from accepting
deposits from correspondent banks; prohibiting the payment of principal or
interest on subordinated debt; prohibiting the holding company from making
capital distributions without prior regulatory approval; and, ultimately,
appointing a receiver for the institution. Business activities may also be
influenced by an institution's capital classification. For instance, only a
"well capitalized" depository institution may accept brokered deposits without
prior regulatory approval and only an "adequately capitalized" depository
institution may accept brokered deposits with prior regulatory approval. At
September 30, 1996, the Bank exceeded the required ratios for classification as
"well capitalized."

The Bank's deposits are insured by the FDIC and are subject to FDIC
insurance assessments. The amount of FDIC assessments paid by individual insured
depository institutions is based on their relative risk as measured by
regulatory capital ratios and certain other factors. During 1995, the FDIC's
Board of Directors significantly reduced premium rates assessed for deposits
insured by the Bank Insurance Fund (the "BIF"), resulting in the Bank not
currently being assessed a premium on its BIF-insured deposits. With respect to
deposits insured by the Savings Association Insurance Fund ("SAIF"), on
September 30, 1996, President Clinton signed into law legislation that mandated
a one-time assessment on SAIF-insured deposits to recapitalize the SAIF. The
legislation also mandates reductions in deposit premium rates on SAIF-insured
deposits.

Under federal law, a financial institution insured by the FDIC under common
ownership with a failed institution can be required to indemnify the FDIC for
its losses resulting from the insolvency of the failed institution, even if such
indemnification causes the affiliated institution also to become insolvent. As a
result, the Bank could, under certain circumstances, be obligated for the
liabilities of its affiliates that are FDIC-insured institutions. In addition,
if any insured depository institution becomes insolvent and the FDIC is
appointed its conservator or receiver, the FDIC may disaffirm or repudiate any
contract or lease to which such institution is a party, the performance of which
is determined to be burdensome and the disaffirmance or repudiation of which is
determined to promote the orderly administration of the institution's affairs.
If Federal law were construed to permit the FDIC to apply these provisions to
debt obligations of an insured depository institution, the result could be that
such obligations would be prepaid without premium. Federal law also accords the
claims of a receiver of an insured depository institution for administrative
expenses and the claims of holders of deposit liabilities of such an institution
priority over the claims of general unsecured creditors of such an institution
in the event of a liquidation or other resolution of such institution.

The Bank Holding Company Act of 1956, as amended, currently permits
adequately capitalized and adequately managed bank holding companies from any
state to acquire banks and bank holding companies located in any other state,
subject to certain conditions. Effective June 1, 1997, the Bank will have the
ability, subject to certain restrictions, including state opt-out provisions, to
consolidate with other banking subsidiaries of the Holding Company or to acquire
by acquisition or merger branches outside of its home state. States may
affirmatively opt-in earlier, which Utah, Arizona and Nevada (among other
states) have done. Competition may increase as banks branch across state lines
and enter new markets.

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<PAGE>
PLAN OF DISTRIBUTION

Each broker-dealer that receives New Capital Securities for its own account
in connection with the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Capital Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by Participating Broker-Dealers during the period referred to below in
connection with resales of New Capital Securities received in exchange for Old
Capital Securities if such Old Capital Securities were acquired by such
Participating Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities. The Issuer has agreed that this
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of such New Capital
Securities for a period ending 180 days after the Expiration Date (subject to
extension under certain limited circumstances described herein) or, if earlier,
when all such New Capital Securities have been disposed of by such Participating
Broker-Dealer. See "The Exchange Offer -- Resales of New Capital Securities."
The Issuer Trust will not receive any proceeds from the issuance of the New
Capital Securities offered hereby. New Capital Securities received by
broker-dealers for their own accounts may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Capital Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale at
prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such New Capital
Securities. Any broker-dealer that resells New Capital Securities that were
received by it for its own account in connection with the Exchange Offer and any
broker or dealer that participates in a distribution of such New Capital
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of New Capital Securities may
be deemed to be underwriting compensation under the Securities Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

VALIDITY OF NEW CAPITAL SECURITIES

Certain matters of Delaware law relating to the validity of the New Capital
Securities, the enforceability of the Trust Agreement and the creation of the
Issuer Trust will be passed upon by Richards, Layton & Finger, special Delaware
counsel to the Holding Company, the Bank and the Issuer Trust. The validity of
the Guarantee, the Parent Guarantee and the Junior Subordinated Debentures will
be passed upon for the Bank and the Holding Company by Sullivan & Cromwell, Los
Angeles, California and certain matters of Utah law relating to the validity of
the Guarantee, the Parent Guarantee and the Junior Subordinated Debentures will
be passed upon for the Bank and the Holding Company by Callister Nebeker &
McCullough, a Professional Corporation, Salt Lake City, Utah. Certain matters
relating to United States federal income tax considerations will be passed upon
for the Bank and the Holding Company by Sullivan & Cromwell.

EXPERTS

The consolidated financial statements of the Corporation and subsidiaries in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1995, have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

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<PAGE>
ZIONS INSTITUTIONAL CAPITAL TRUST A

ZIONS BANCORPORATION

All tendered Old Capital Securities, executed Letters of Transmittal and
other related documents should be directed to the Exchange Agent. Requests for
assistance and for additional copies of the Prospectus, the Letter of
Transmittal and other related documents should be directed to the Exchange
Agent.

The Exchange Agent
for the Exchange Offer is
CHEMICAL TRUST COMPANY OF CALIFORNIA

BY FACSIMILE:
(212) 638-7380 or 7381

Attention: Mr. Luis Padilla

Confirm by telephone:
(212) 658-0458

BY REGISTERED OR CERTIFIED MAIL:
c/o The Chase Manhattan Bank
55 Water Street, Room 234, North Building
New York, New York 10041

Attention:Mr. Luis Padilla or Mr. Carlos Estevez

BY HAND:
c/o The Chase Manhattan Bank

55 Water Street, Room 234, North Building
New York, New York 10041

Attention:Mr. Luis Padilla or Mr. Carlos Estevez

BY OVERNIGHT COURIER:
c/o The Chase Manhattan Bank

55 Water Street, Room 234, North Building
New York, New York 10041

Attention:Mr. Luis Padilla or Mr. Carlos Estevez
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (1) of Section 16-10a-902 of the Utah Revised Business
Corporation Act empowers a corporation to indemnify any 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 corporation) by
reason of the fact that he is or was a director of the corporation, or, while a
director of the corporation, is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorney's 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
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Notwithstanding the above provision, subsection (4) of Section 16-10a-902 of
the Utah Revised Business Corporation Act prohibits a corporation from
indemnifying a director under this section in connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to the
corporation; or in connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving action
in his official capacity, in which proceeding he was adjudged liable on the
basis that he derived an improper personal benefit.

Section 16-10a-903 of the Utah Revised Business Corporation Act provides
that unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.

Section 16-10a-904 of the Utah Revised Business Corporation Act empowers a
corporation to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if the director furnishes the corporation a written affirmation of
his good faith belief that he has met the applicable standard of conduct
described in Section 16-10a-902, and a written undertaking, executed personally
or on his behalf, to repay the advance if it is ultimately determined that he
did not meet the standard of conduct, and a determination is made that the facts
then known to those making the determination would not preclude indemnification
under this part.

Section 16-10a-905 of the Utah Revised Business Corporation Act provides
that unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner: (1) if the court determines that the director is entitled to
mandatory indemnification under Section 16-10a-903, the court shall order
indemnification, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification; and (2) if the court determines that the director is fairly
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard of
conduct set forth in Section 16-10a-902 or was adjudged liable as described in
Subsection 16-10a-902(4), the court may order indemnification as the court
determines to be proper, except that the indemnification with respect to any
proceeding in which liability has been adjudged in the circumstances in
Subsection 16-10a-902(4) is limited to reasonable expenses incurred.

II-1
<PAGE>
Section 16-10a-907 of the Utah Revised Business Corporation Act provides
that, unless a corporation's articles of incorporation provide otherwise: (1) an
officer of the corporation is entitled to mandatory indemnification under
Section 16-10a-903, and is entitled to apply for court-ordered indemnification
under Section 16-10a-905, in each case to the same extent as a director; (2) the
corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract.

Under the Amended and Restated Trust Agreement, the Bank, as Depositor of
the Issuer Trust, has agreed to indemnify each of the Issuer Trustees, and to
hold such Issuer Trustees harmless, against any loss, damage, claims, liability
or expense incurred without negligence or bad faith on their part, arising out
of or in connection with the acceptance of administration of such Trust
Agreement, including the costs and expenses of defense against any claim or
liability in connection with the exercise or performance of any of their powers
or duties under the Trust Agreement or the Amended and Restated Trust Agreement
each of which is filed as an exhibit to this Registration Statement.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- -------------- -----------------------------------------------------------------------------------------------------
<C> <C> <S>
4(a) -- Junior Subordinated Indenture, dated as of December 26, 1996, among Zions Bancorporation, Zions First
National Bank and Chemical Trust Company of California, as Debenture Trustee

4(b) -- Restated Certificate of Trust of Zions Institutional Capital Trust A

4(c) -- Amended and Restated Trust Agreement of Zions Institutional Capital Trust A, dated as of December 26,
1996, among Zions Institutional Capital Trust A, Zions First National Bank, as Depositor, Chemical
Trust Company of California, as Property Trustee, Chase Manhattan Bank Delaware, as Delaware
Trustee, the Administrative Trustees named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Issuer Trust

4(d) -- Form of Capital Security Certificate for Zions Institutional Capital Trust A (included as exhibit E
of Exhibit 4(c))

4(e) -- Form of Guarantee Agreement

4(f) -- Exchange and Registration Rights Agreement, dated as of December 26, 1996, among Zions
Bancorporation, Zions First National Bank, Zions Institutional Capital Trust A and Goldman, Sachs &
Co., Citicorp Securities, Inc. and Dean Witter Reynolds Inc.

4(g) -- Form of Expense Agreement (included as exhibit D of Exhibit 4(c))

4(h) -- All instruments defining the rights of holders of long-term debt of Zions Bancorporation and its
subsidiaries (Not filed pursuant to clause 4(iii) of Item 601(b) of Regulation S-K; to be furnished
upon request of the Commission)

5(a)* -- Opinion of Callister, Nebeker & McCullough, a Professional Corporation, as to validity of the New
Guarantees to be issued by the Holding Company

5(b)* -- Opinion of Richards, Layton & Finger as to validity of the New Capital Securities

5(c)* -- Opinion of Sullivan & Cromwell as to validity of the New Guarantees to be issued by the Holding
Company

8* -- Opinion of Sullivan & Cromwell as to certain federal income tax matters

12* -- Computation of Consolidated Ratios of Earnings to Fixed Charges
</TABLE>

II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- -------------- -----------------------------------------------------------------------------------------------------
<C> <C> <S>
23(a) -- Consent of KPMG Peat Marwick LLP

23(b) -- Consent of Callister, Nebeker & McCullough, a Professional Corporation (included in Exhibit 5(a))

23(c) -- Consent of Richards, Layton & Finger (included in Exhibit 5(b))

23(d) -- Consent of Sullivan & Cromwell (included in Exhibit 5(c))

23(e) -- Consent of Sullivan & Cromwell (included in Exhibit 8)

24 -- Power of Attorney (included on page II-5)

25(a)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act as trustee under the
Junior Subordinated Indenture

25(b)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act as trustee under the
Amended and Restated Trust Agreement

25(c)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act as trustee under the
Guarantee for the benefit of the holders of Capital Securities

99(a)* -- Form of Letter of Transmittal

99(b)* -- Form of Notice of Guaranteed Delivery

99(c)* -- Form of Letter of Brokers, Dealers, Commercial Banks, Issuer Companies and Other Nominees

99(d)* -- Form of Letter from Brokers, Dealers, Commercial Banks, Issuer Companies and Other Nominees to their
clients
</TABLE>

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

* To be filed by Amendment

ITEM 22. UNDERTAKINGS.

Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Act, each filing of a Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) which
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of a Registrant
pursuant to the foregoing provisions, or otherwise, each of the Registrants has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a Registrant of expenses incurred or
paid by a director, officer or controlling person of a Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, such Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Each of the undersigned Registrants hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail

II-3
<PAGE>
or other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

Each of the undersigned Registrants hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Zions Bancorporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Salt Lake City,
Utah, on January 23, 1997.

ZIONS BANCORPORATION

By: /s/ DALE M. GIBBONS
-------------------------------------------
Name: Dale M. Gibbons
Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Harris H. Simmons and Dale
M. Gibbons or any of them, with full power to act alone, his true and lawful
attorneys-in-fact, with full power of substitution, and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1993, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on January 23, 1997.

<TABLE>
<CAPTION>
SIGNATURES TITLE
-------------------------------------------- --------------------------------

<C> <C> <S>
/s/ ROY W. SIMMONS
-------------------------------------------- Chairman and Director
Roy W. Simmons

/s/ HARRIS H. SIMMONS President, Chief Executive
-------------------------------------------- Officer and Director
Harris H. Simmons (Principal Executive Officer)

/s/ DALE M. GIBBONS Secretary, Senior Vice President
-------------------------------------------- and Chief Financial Officer
Dale M. Gibbons (Principal Financial Officer)

/s/ WALTER E. KELLY Controller (Principal Accounting
-------------------------------------------- Officer)
Walter E. Kelly

-------------------------------------------- Director
Jerry C. Atkin
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
-------------------------------------------- --------------------------------

<C> <C> <S>
-------------------------------------------- Director
Grant R. Caldwell

-------------------------------------------- Director
R. D. Cash

-------------------------------------------- Director
Richard H. Madsen

-------------------------------------------- Director
Roger B. Porter

/s/ ROBERT G. SARVER
-------------------------------------------- Director
Robert G. Sarver

/s/ L. E. SIMMONS
-------------------------------------------- Director
L. E. Simmons

/s/ I. J. WAGNER
-------------------------------------------- Director
I. J. Wagner

/s/ DALE W. WESTERGARD
-------------------------------------------- Director
Dale W. Westergard
</TABLE>

II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
Zions Institutional Capital Trust A has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Salt Lake City, Utah, as of the 23 day of January, 1997.

ZIONS INSTITUTIONAL CAPITAL TRUST A

By: Zions First National Bank, as Depositor

By: /s/ DALE M. GIBBONS
-------------------------------------------
Name: Dale M. Gibbons
Title: Chief Financial Officer

II-7
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------
<C> <C> <S> <C>
4(a) -- Junior Subordinated Indenture, dated as of December 26, 1996, among Zions
Bancorporation, Zions First National Bank and Chemical Trust Company of
California, as Debenture Trustee

4(b) -- Restated Certificate of Trust of Zions Institutional Capital Trust A

4(c) -- Amended and Restated Trust Agreement of Zions Institutional Capital Trust A,
dated as of December 26, 1996, among Zions Institutional Capital Trust A, Zion
First National Bank, as Depositor, Chemical Trust Company of California, as
Property Trustee, Chase Manhattan Bank Delaware, as Delaware Trustee, the
Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial interests in the assets of the Issuer Trust

4(d) -- Form of Capital Security Certificate for Zions Institutional Capital Trust A
(included as exhibit E of Exhibit 4(c))

4(e) -- Form of Guarantee Agreement

4(f) -- Exchange and Registration Rights Agreement, dated as of December 26, 1996, among
Zions Bancorporation, Zions First National Bank, Zions Institutional Capital
Trust A and Goldman, Sachs & Co., Citicorp Securities, Inc. and Dean Witter
Reynolds Inc.

4(g) -- Form of Expense Agreement (included as exhibit D of Exhibit 4(c))

4(h) -- All instruments defining the rights of holders of long-term debt of Zions
Bancorporation and its subsidiaries (Not filed pursuant to clause 4(iii) of
Item 601(b) of Regulation S-K; to be furnished upon request of the Commission)

5(a)* -- Opinion of Callister, Nebeker & McCullough, a Professional Corporation, as to
validity of the New Guarantees to be issued by the Holding Company

5(b)* -- Opinion of Richards, Layton & Finger as to validity of the New Capital
Securities

5(c)* -- Opinion of Sullivan & Cromwell as to validity of the New Guarantees to be issued
by the Holding Company

8* -- Opinion of Sullivan & Cromwell as to certain federal income tax matters

12* -- Computation of Consolidated Ratios of Earnings to Fixed Charges

23(a) -- Consent of KPMG Peat Marwick LLP

23(b) -- Consent of Callister, Nebeker & McCullough, a Professional Corporation (included
in Exhibit 5(a))

23(c) -- Consent of Richards, Layton & Finger (included in Exhibit 5(b))

23(d) -- Consent of Sullivan & Cromwell (included in Exhibit 5(c))

23(e) -- Consent of Sullivan & Cromwell (included in Exhibit 8)

24 -- Power of Attorney (including on page II-5)

25(a)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act
as trustee under the Junior Subordinated Indenture

25(b)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act
as trustee under the Amended and Restated Trust Agreement
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------
<C> <C> <S> <C>
25(c)* -- Form T-1 Statement of Eligibility of Chemical Trust Company of California to act
as trustee under the Guarantee for the benefit of the holders of Capital
Securities

99(a)* -- Form of Letter of Transmittal

99(b)* -- Form of Notice of Guaranteed Delivery

99(c)* -- Form of Letter of Brokers, Dealers, Commercial Banks, Issuer Companies and Other
Nominees

99(d)* -- Form of Letter from Brokers, Dealers, Commercial Banks, Issuer Companies and
Other Nominees to their clients
</TABLE>

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

* To be filed by Amendment

<PAGE>

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

ZIONS FIRST NATIONAL BANK,
ISSUER

and

ZIONS BANCORPORATION,
DEBENTURE GUARANTOR

CHEMICAL TRUST COMPANY OF CALIFORNIA,
AS TRUSTEE

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

JUNIOR SUBORDINATED INDENTURE

Dated as of December 26, 1996

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

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

<PAGE>

ZIONS FIRST NATIONAL BANK

Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Junior Subordinated Indenture, dated as of
December 26, 1996.

Trust Indenture Indenture
Act Section Section
- --------------- ---------
Section 310 (a) (1), (2) and (5). . . . . . . . . . . . . . . 6.9
(a) (3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a) (4) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . 6.8
. . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(c) . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . . 6.13(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . 6.13(b)
(b) (2) . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
. . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . 7.1
. . . . . . . . . . . . . . . . . . . . . . . . . 7.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . 7.2(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . 7.3(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . 7.3(a), 7.3(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . 7.3(c)
Section 314 (a) (1), (2) and (3). . . . . . . . . . . . . . . 7.4
(a) (4) . . . . . . . . . . . . . . . . . . . . . 10.5
(b) . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) (1) . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (2) . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . 1.2
(f) . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315 (a) . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . 6.2
. . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (6)
(c) . . . . . . . . . . . . . . . . . . . . . . . 6.1(b)

<PAGE>

(d) . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)
(d) (1) . . . . . . . . . . . . . . . . . . . . . 6.1(a) (1)
(d) (2) . . . . . . . . . . . . . . . . . . . . . 6.1(c) (2)
(d) (3) . . . . . . . . . . . . . . . . . . . . . 6.1(c) (3)
(e) . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316 (a) . . . . . . . . . . . . . . . . . . . . . . . 1.1
(a) (1) (A) . . . . . . . . . . . . . . . . . . . 5.12
(a) (1) (B) . . . . . . . . . . . . . . . . . . . 5.13
(a) (2) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
Section 317 (a) (1) . . . . . . . . . . . . . . . . . . . . . 5.3
(a) (2) . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . 1.7

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

- -------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Junior Subordinated Indenture.

<PAGE>

TABLE OF CONTENTS
PAGE

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1. DEFINITIONS.. . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. COMPLIANCE CERTIFICATE AND OPINIONS.. . . . . . . . . . . . . . 11
SECTION 1.3. FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.. . . . . . . . . . . . 11
SECTION 1.4. ACTS OF HOLDERS.. . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1.5. NOTICES, ETC. TO TRUSTEE, BANK AND DEBENTURE GUARANTOR. . . . . 14
SECTION 1.6. NOTICE TO HOLDERS; WAIVER.. . . . . . . . . . . . . . . . . . . 14
SECTION 1.7. CONFLICT WITH TRUST INDENTURE ACT.. . . . . . . . . . . . . . . 14
SECTION 1.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . . . . . 15
SECTION 1.9. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.10.SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.11.BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.12.GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.13.NON-BUSINESS DAYS . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE II

SECURITY FORMS

SECTION 2.1. FORMS GENERALLY.. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.2. FORM OF FACE OF SECURITY. . . . . . . . . . . . . . . . . . . . 16
SECTION 2.3. FORM OF REVERSE OF SECURITY.. . . . . . . . . . . . . . . . . . 20
SECTION 2.4. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.. . . . . . . 23
SECTION 2.5. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.. . . . . . . . 24
SECTION 2.6 FORM OF GUARANTEE.. . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE III

THE SECURITIES

SECTION 3.1. TITLE AND TERMS.. . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.2. DENOMINATIONS.. . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . . . . . 28
SECTION 3.4. TEMPORARY SECURITIES. . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.5. GLOBAL SECURITIES.. . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.6. REGISTRATION, TRANSFER AND EXCHANGE GENERALLY; CERTAIN
TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.. . . . . . . . 32
SECTION 3.7. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. . . . . . . . 34
SECTION 3.8. PAYMENT OF INTEREST AND ADDITIONAL INTEREST; INTEREST RIGHTS. . 35

-iii-

<PAGE>

PAGE

SECTION 3.9. PERSONS DEEMED OWNERS.. . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.10.CANCELLATION. . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.11.COMPUTATION OF INTEREST . . . . . . . . . . . . . . . . . . . . 37
SECTION 3.12.DEFERRALS OF INTEREST PAYMENT DATES . . . . . . . . . . . . . . 37
SECTION 3.13.RIGHT OF SET-OFF. . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 3.14.AGREED TAX TREATMENT. . . . . . . . . . . . . . . . . . . . . . 38
SECTION 3.15.SHORTENING OR EXTENSION OF STATED MATURITY. . . . . . . . . . . 38
SECTION 3.16.CUSIP NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.. . . . . . . . . . . . 39
SECTION 4.2. APPLICATION OF TRUST MONEY. . . . . . . . . . . . . . . . . . . 40

ARTICLE V

REMEDIES

SECTION 5.1. EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. . . . . . . 41
SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . . . . . 43
SECTION 5.5. TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF SECURITIES. . . 44
SECTION 5.6. APPLICATION OF MONEY COLLECTED. . . . . . . . . . . . . . . . . 44
SECTION 5.7. LIMITATION ON SUITS.. . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST; DIRECT ACTION BY HOLDERS OF CAPITAL
SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES. . . . . . . . . . . . . . . 46
SECTION 5.10.RIGHTS AND REMEDIES CUMULATIVE. . . . . . . . . . . . . . . . . 46
SECTION 5.11.DELAY OR OMISSION NOT WAIVER. . . . . . . . . . . . . . . . . . 46
SECTION 5.12.CONTROL BY HOLDERS. . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 5.13.WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.14.UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . . . . . . 47
SECTION 5.15.WAIVER OF USURY, STAY OR EXTENSION LAWS . . . . . . . . . . . . 48

-iv-

<PAGE>

PAGE

ARTICLE VI

THE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.. . . . . . . . . . . . . . 48
SECTION 6.2. NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . 49
Section 6.3. CERTAIN RIGHTS OF TRUSTEE.. . . . . . . . . . . . . . . . . . . 49
SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. . . . . 50
SECTION 6.5. MAY HOLD SECURITIES.. . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.7. COMPENSATION AND REIMBURSEMENT. . . . . . . . . . . . . . . . . 51
SECTION 6.8. DISQUALIFICATION; CONFLICTING INTERESTS.. . . . . . . . . . . . 51
SECTION 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.. . . . . . . . . . . . 52
SECTION 6.10.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR . . . . . . . 52
SECTION 6.11.ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. . . . . . . . . . . . . 53
SECTION 6.12.MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS . . 54
SECTION 6.13.PREFERENTIAL COLLECTION OF CLAIMS AGAINST BANK. . . . . . . . . 55
SECTION 6.14.APPOINTMENT OF AUTHENTICATING AGENT . . . . . . . . . . . . . . 55

ARTICLE VII

HOLDER'S LISTS AND REPORTS BY TRUSTEE, BANK AND DEBENTURE GUARANTOR

SECTION 7.1. BANK TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. . . . . 56
SECTION 7.2. PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS. . . . . 57
SECTION 7.3. REPORTS BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 7.4. REPORTS BY BANK AND DEBENTURE GUARANTOR.. . . . . . . . . . . . 57

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. BANK MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.. . . . . . . 58
SECTION 8.2. SUCCESSOR BANK SUBSTITUTED. . . . . . . . . . . . . . . . . . . 59
SECTION 8.3. DEBENTURE GUARANTOR MAY CONSOLIDATE, ETC.,
ONLY ON CERTAIN TERMS.. . . . . . . . . . . . . . . . . . . . . 59
SECTION 8.4. SUCCESSOR DEBENTURE GUARANTOR SUBSTITUTED.. . . . . . . . . . . 60

-v-

<PAGE>

PAGE

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.. . . . . . . . 62
SECTION 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . 63
SECTION 9.4. EFFECT OF SUPPLEMENTAL INDENTURES.. . . . . . . . . . . . . . . 63
SECTION 9.5. CONFORMITY WITH TRUST INDENTURE ACT.. . . . . . . . . . . . . . 63
SECTION 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. . . . . . . 63

ARTICLE X

COVENANTS OF THE BANK AND THE DEBENTURE GUARANTOR

SECTION 10.1.PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. . . . . . . . . . . 64
SECTION 10.2.MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . . . . . 64
SECTION 10.3.MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST . . . . . . . . 64
SECTION 10.4.STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . . . . . . 66
SECTION 10.5.WAIVER OF CERTAIN COVENANTS . . . . . . . . . . . . . . . . . . 66
SECTION 10.6.ADDITIONAL SUMS . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 10.7.ADDITIONAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . 67
SECTION 10.8.ORIGINAL ISSUE DISCOUNT . . . . . . . . . . . . . . . . . . . . 68

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.1 APPLICABILITY OF THIS ARTICLE.. . . . . . . . . . . . . . . . . 68
SECTION 11.2.ELECTION TO REDEEM; NOTICE TO TRUSTEE . . . . . . . . . . . . . 68
SECTION 11.3.SELECTION OF SECURITIES TO BE REDEEMED. . . . . . . . . . . . . 69
SECTION 11.4.NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . . 69
SECTION 11.5.DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . . . . . 70
SECTION 11.6.PAYMENT OF SECURITIES CALLED FOR REDEMPTION . . . . . . . . . . 70
Section 11.7.RIGHT OF REDEMPTION OF SECURITIES INITIALLY ISSUED TO AN
ISSUER TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . 71

-vi-

<PAGE>

ARTICLE XII

SINKING FUNDS

PAGE

SECTION 12.1.APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . . . . . 71
SECTION 12.2.SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES . . . . . 71
SECTION 12.3.REDEMPTION OF SECURITIES FOR SINKING FUND . . . . . . . . . . . 72

ARTICLE XIII

SUBORDINATION OF SECURITIES

SECTION 13.1.SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS . . . . . . . . . 73
SECTION 13.2.NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT; PAYMENT OVER
OF PROCEEDS UPON DISSOLUTION, ETC . . . . . . . . . . . . . . . 73
SECTION 13.3.PAYMENT PERMITTED IF NO DEFAULT . . . . . . . . . . . . . . . . 75
SECTION 13.4.SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS . . . . 75
SECTION 13.5.PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS . . . . . . . . . . 75
SECTION 13.6.TRUSTEE TO EFFECTUATE SUBORDINATION . . . . . . . . . . . . . . 76
SECTION 13.7.NO WAIVER OF SUBORDINATION PROVISIONS . . . . . . . . . . . . . 76
SECTION 13.8.NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 13.9.RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. 77
SECTION 13.10.TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.. . . 77
SECTION 13.11.RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. . . . . . . . . . . . . . . . 78
SECTION 13.12.ARTICLE APPLICABLE TO PAYING AGENTS. . . . . . . . . . . . . . 78

ARTICLE XIV

GUARANTEE OF SECURITIES

SECTION 14.1.APPLICABILITY OF ARTICLE; GUARANTEE . . . . . . . . . . . . . . 78
SECTION 14.2.WAIVER OF NOTICE AND DEMAND . . . . . . . . . . . . . . . . . . 79
SECTION 14.3.DEBENTURE GUARANTOR OBLIGATIONS NOT AFFECTED. . . . . . . . . . 79
SECTION 14.4.EXECUTION OF GUARANTEE . . . . . . . . . . . . . . . . . . . . 80
SECTION 14.5.SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 14.6.INDEPENDENT OBLIGATIONS . . . . . . . . . . . . . . . . . . . . 80

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PAGE

ARTICLE XV

SUBORDINATION OF GUARANTEE

SECTION 15.1.APPLICABILITY OF ARTICLE; SUBORDINATION OF GUARANTEE. . . . . . 81
SECTION 15.2.NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT; PAYMENT OVER
OF PROCEEDS UPON DISSOLUTION, ETC . . . . . . . . . . . . . . . 81
SECTION 15.3.PAYMENT PERMITTED IF NO DEFAULT . . . . . . . . . . . . . . . . 82
SECTION 15.4.SUBROGATION TO RIGHTS OF HOLDERS OF GUARANTOR SENIOR
INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 15.5.PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS . . . . . . . . . . 83
SECTION 15.6.TRUSTEE TO EFFECTUATE SUBORDINATION . . . . . . . . . . . . . . 84
SECTION 15.7.NO WAIVER OF SUBORDINATION PROVISIONS . . . . . . . . . . . . . 84
SECTION 15.8.NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 15.9.RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 15.10.TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.. . . 85
SECTION 15.11.RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. . . . . . . . . . . . . . . . 85

Exhibit A Form of Restricted Securities Certificate

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JUNIOR SUBORDINATED INDENTURE, dated as of December 26, 1996, among ZIONS
FIRST NATIONAL BANK, a national banking association (the "BANK"), having its
principal office at 1380 Gateway Tower East, Salt Lake City, Utah 84133, ZIONS
BANCORPORATION, a Utah corporation (the "DEBENTURE GUARANTOR"), having its
principal office at 1380 Gateway Tower East, Salt Lake City, Utah 84133, and
CHEMICAL TRUST COMPANY OF CALIFORNIA, a California trust company, as Trustee
(the "TRUSTEE").

RECITALS OF THE BANK

WHEREAS, the Bank has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "SECURITIES") of
substantially the tenor hereinafter provided, including Securities issued to
evidence loans made to the Bank of the proceeds from the issuance from time to
time by one or more business trusts (each an "ISSUER TRUST") of undivided
preferred beneficial interests in the assets of such Issuer Trusts (the "CAPITAL
SECURITIES") and undivided common beneficial interests in the assets of such
Issuer Trusts (the "COMMON SECURITIES" and, collectively with the Capital
Securities, the "TRUST SECURITIES"), and to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered; and

WHEREAS, all things necessary to make this Indenture a valid agreement of
the Bank, in accordance with its terms, have been done.

RECITALS OF THE DEBENTURE GUARANTOR

WHEREAS, the Debenture Guarantor has duly authorized the execution and
delivery of this Indenture to provide for the Guarantee of the Securities
provided for herein; and

WHEREAS, all things necessary to make this Indenture a valid agreement of
the Debenture Guarantor, in accordance with its terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1. DEFINITIONS.

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

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

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

(3) The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";

(4) All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

(5) Whenever the context may require, any gender shall be deemed to
include the others;

(6) Unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Indenture; and

(7) The words "hereby", "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

"ACT" when used with respect to any Holder has the meaning specified in
Section 1.4.

"ADDITIONAL INTEREST" means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable Interest Payment Date and which shall accrue at the rate per
annum specified or determined as specified in such Security.

"ADDITIONAL SUMS" has the meaning specified in Section 10.6.

"ADDITIONAL TAXES" means any additional taxes, duties and other
governmental charges to which an Issuer Trust has become subject from time to
time as a result of a Tax Event.

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

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<PAGE>

"AGENT MEMBER" means any member of, or participant in, the Depositary.

"APPLICABLE PROCEDURES" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.

"AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

"BANK" means the Person named as the "BANK" in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "BANK" shall mean such
successor corporation.

"BANK REQUEST" and "BANK ORDER" mean, respectively, the written request or
order signed in the name of the Corporation by its Chairman of the Board of
Directors, its Vice Chairman of the Board of Directors, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

"BANKRUPTCY CODE" means Title 11 of the United States Code or any successor
statute thereto, in each case as amended from time to time.

"BOARD OF DIRECTORS" of any Person means the board of directors of such
Person or the Executive Committee of the board of directors of such Person (or
any other committee of the board of directors of such Person performing similar
functions) or a committee designated by the board of directors of such Person
(or such committee), comprised of two or more members of the board of directors
of such Person or officers of such Person, or both.

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

"BUSINESS DAY" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to an Issuer Trust for so long as such Securities are
held by such Issuer Trust, the "Corporate Trust Office" (as defined in the
related Trust Agreement) of the Property Trustee under the related Trust
Agreement, is closed for business.

"CAPITAL SECURITIES" has the meaning specified in the first recital of this
Indenture.

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<PAGE>

"CAPITAL TREATMENT EVENT" means, in respect of any Issuer Trust, the
reasonable determination by the Bank (as evidenced by an Officers' Certificate
delivered to the Trustee) that, as a result of the occurrence of any amendment
to, or change (including any announced prospective change) in, the laws (or any
rules or regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws,
rules or regulations, which amendment or change is effective or such
pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities of such Issuer Trust, there is more than an
insubstantial risk that (i) the Bank will not be entitled to treat an amount
equal to the aggregate Liquidation Amount (as such term is defined in the
related Trust Agreement) of such Capital Securities as at least "Tier 2 Capital"
(or the then equivalent thereof) for purposes of the risk-based capital
guidelines of the Office of the Comptroller of the Currency, as then in effect
and applicable to the Bank, or (ii) the Debenture Guarantor will not be
entitled to treat an amount equal to the Liquidation Amount of the Capital
Securities of such Issuer Trust as "Tier 1 Capital" (or the then equivalent
thereof) for purposes of the capital adequacy guidelines of the Board of
Governors of the Federal Reserve System, as then in effect and applicable to the
Debenture Guarantor.

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

"COMMON SECURITIES" has the meaning specified in the first recital of this
Indenture.

"COMMON STOCK", when used with respect to the Bank or the Debenture
Guarantor, means the common stock, par value $5.00 per share, of the Bank or the
common stock, no par value, of the Debenture Guarantor, respectively.

"CORPORATE TRUST OFFICE" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

"CORPORATION" includes a corporation, association, company, limited
liability company, joint-stock company or business trust.

"DEBENTURE GUARANTOR" means the Person named as the "DEBENTURE GUARANTOR"
in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "DEBENTURE GUARANTOR" shall mean such successor Person.

"DEBT" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent and without
duplication, (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (iii) every

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<PAGE>

reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all indebtedness of such Person,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity forward contracts, options and swaps and
similar arrangements; and (vii) every obligation of the type referred to in
clauses (i) through (vi) of another Person and all dividends of another Person
the payment of which, in either case, such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or otherwise.

"DEFAULTED INTEREST" has the meaning specified in Section 3.8.

"DELAWARE TRUSTEE" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

"DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Bank pursuant to Section 3.1 with respect
to such series (or any successor thereto).

"DISCOUNT SECURITY" means any security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

"DISTRIBUTIONS," with respect to the Trust Securities issued by an Issuer
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

"DOLLAR" OR "$" means the currency of the United States of America that, as
at the time of payment, is legal tender for the payment of public and private
debts.

"EVENT OF DEFAULT", unless otherwise specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning specified in Article
V.

"EXCHANGE ACT" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

"EXPIRATION DATE" has the meaning specified in Section 1.4.

"EXTENSION PERIOD" has the meaning specified in Section 3.12.

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<PAGE>

"GLOBAL SECURITY" means a Security in the form prescribed in Section 2.4
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

"GUARANTEE" means the Guarantee by the Debenture Guarantor of any Security
of any series authenticated and delivered pursuant to this Indenture either (i)
if specified, as contemplated by Section 3.1, to be applicable to Securities of
such series and not on such securities pursuant to Article Fourteen hereof, or
(ii) in all other cases endorsed on such Securities.

"GUARANTEE AGREEMENT" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Bank and the Debenture Guarantor for the
benefit of the Holders of the Capital Securities issued by such Issuer Trust as
modified, amended or supplemented from time to time.

"GUARANTOR PROCEEDING" has the meaning specified in Section 15.2.

"GUARANTOR SENIOR INDEBTEDNESS" means any obligation of the Debenture
Guarantor to its creditors, whether now outstanding or subsequently incurred,
other than any obligation as to which, in the instrument creating or evidencing
the obligation or pursuant to which the obligation is outstanding, it is
provided that such obligation is not Guarantor Senior Indebtedness, but does not
include trade accounts payable and accrued liabilities arising in the ordinary
course of business. Guarantor Senior Indebtedness includes the Debenture
Guarantor's outstanding subordinated debt securities and any subordinated debt
securities issued by the Debenture Guarantor in the future with substantially
similar subordination terms, but does not include any junior subordinated debt
securities issued by the Debenture Guarantor in the future with subordination
terms substantially similar to those of the Securities.

"HOLDER" means a Person in whose name a Security is registered in the
Securities Register.

"INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of each particular series of Securities established as
contemplated by Section 3.1.

"INSTITUTIONAL ACCREDITED INVESTOR" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

"INTEREST PAYMENT DATE" means, as to each series of Securities, the Stated
Maturity of an installment of interest on such Securities.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

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<PAGE>

"INVESTMENT COMPANY EVENT" means the receipt by an Issuer Trust of an
Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in
such matters to the effect that, as a result of the occurrence of a change in
law or regulation or a written change (including any announced prospective
change) in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that such Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Capital Securities of such Issuer Trust.

"ISSUER TRUST" has the meaning specified in the first recital of this
Indenture.

"MATURITY" when used with respect to any Security means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

"NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 5.1(3).

"OFFICERS' CERTIFICATE", when used with respect to the Bank or the
Debenture Guarantor, means a certificate signed by the Chairman of the Board, a
Vice Chairman of the Board, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Bank or the Debenture Guarantor, as the case may be, and delivered to the
Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for or an employee of the Bank or the Debenture Guarantor or any Affiliate of
the Bank or the Debenture Guarantor.

"ORIGINAL ISSUE DATE" means the date of issuance specified as such in each
Security.

"OUTSTANDING" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

(ii) Securities for whose payment money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in trust
for the Holders of such Securities; and

(iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or that have been paid
pursuant to Section 3.7, unless proof satisfactory to the Trustee is
presented that any such Securities are held by

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<PAGE>

Holders in whose hands such Securities are valid, binding and legal
obligations of the Bank;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Bank or any other obligor upon the Securities or any Affiliate of the
Bank or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Bank or any other obligor upon
the Securities or any Affiliate of the Bank or such other obligor. Upon the
written request of the Trustee, the Bank shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Bank to be owned or held by or for the account of the Bank, or any other
obligor on the Securities or any Affiliate of the Bank or such obligor, and
subject to the provisions of Section 6.1, the Trustee shall be entitled to
accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding
for the purpose of any such determination. Notwithstanding anything herein to
the contrary, Securities of any series initially issued to an Issuer Trust that
are owned by such Issuer Trust shall be deemed to be Outstanding notwithstanding
the ownership by the Bank or an Affiliate of any beneficial interest in such
Issuer Trust.

"PAYING AGENT" means the Trustee or any Person authorized by the Bank to
pay the principal of (or premium, if any) or interest on, or other amounts in
respect of, any Securities on behalf of the Bank.

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

"PLACE OF PAYMENT" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to Sections 3.1 and 3.12.

"PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

"PROCEEDING" has the meaning specified in Section 13.2.

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<PAGE>

"PROPERTY TRUSTEE" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor property trustee appointed as therein provided.

"REDEMPTION DATE", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture or the
terms of such Security.

"REDEMPTION PRICE", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of such series, the date that
is fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).

"RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer assigned to the Corporate Trust Office, including any vice president,
assistant vice president, assistant secretary or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

"RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially in
the form set forth in Exhibit A.

"RESTRICTED SECURITIES LEGEND" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 2.2 to be
placed upon a Restricted Security.

"RESTRICTED SECURITY" means each Security required pursuant to Section
3.6(c) to bear a Restricted Securities Legend.

"RIGHTS PLAN" means a plan of the Debenture Guarantor providing for the
issuance by either the Debenture Guarantor or the Bank, as the case may be, to
all holders of its Common Stock of rights entitling the holders thereof to
subscribe for or purchase shares of any class or series of capital stock of the
Debenture Guarantor or the Bank, as the case may be, which rights (i) are deemed
to be transferred with such shares of such Common Stock, and (ii) are also
issued in respect of future issuances of such Common Stock, in each case until
the occurrence of a specified event or events.

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<PAGE>

"RULE 144A INFORMATION" shall be such information with respect to the Bank
and the Debenture Guarantor as is specified pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto).

"SECURITIES" or "SECURITY" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

"SECURITIES ACT" means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

"SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 3.6.

"SENIOR INDEBTEDNESS" of the Bank means the principal of (and premium, if
any) and interest, if any (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Bank whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt of the Bank, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt that is PARI PASSU with, or subordinated to, the Securities, PROVIDED,
HOWEVER, that Senior Indebtedness shall not be deemed to include (a) any Debt of
the Bank that, when incurred and without respect to any election under
Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to
the Bank, (b) any Debt of the Bank to any of its Subsidiaries, (c) Debt to any
employee of the Bank, (d) any Securities, (e) trade accounts payable of the
Bank, and (f) accrued liabilities arising in the ordinary course of business of
the Bank.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

"STATED MATURITY", when used with respect to any Security or any
installment of principal thereof (or premium, if any) or interest (including any
Additional Interest) thereon, means the date specified pursuant to the terms of
such Security as the fixed date on which the principal of such Security or such
installment of principal (or premium, if any) or interest (including any
Additional Interest) is due and payable, as such date may, in the case of the
stated maturity of the principal on any security, be shortened or extended as
provided pursuant to the terms of such Security and this Indenture and, in the
case of any installment of interest, subject to the deferral of any such date in
the case of any Extension Period.

"SUBSIDIARY" of any Person means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person, or by such Person
and one or more other Subsidiaries of such Person. For purposes of this
definition, "voting stock" means stock that ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

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<PAGE>

"SUCCESSOR SECURITY" of any particular Security means every Security issued
after, and evidencing all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.7 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"TAX EVENT" means the receipt by an Issuer Trust of an Opinion of Counsel
(as defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Capital Securities of such Issuer Trust, there is more than
an insubstantial risk that (i) such Issuer Trust is, or will be within 90 days
of the delivery of such Opinion of Counsel, subject to United States Federal
income tax with respect to income received or accrued on the corresponding
series of Securities issued by the Bank to such Issuer Trust, (ii) interest
payable by the Bank on such corresponding series of Securities is not, or within
90 days of the delivery of such Opinion of Counsel will not be, deductible by
the Bank, in whole or in part, for United States Federal income tax purposes, or
(iii) such Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to more than a DE MINIMIS amount of other taxes,
duties or other governmental charges.

"TRUST AGREEMENT" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust.

"TRUSTEE" means the Person named as the "TRUSTEE" in the first paragraph of
this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "TRUSTEE" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, "TRUSTEE" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.

"TRUST SECURITIES" has the meaning specified in the first recital of this
Indenture.

"VICE PRESIDENT," when used with respect to the Bank or the Debenture
Guarantor, means any duly appointed vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

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<PAGE>

SECTION 1.2. COMPLIANCE CERTIFICATE AND OPINIONS.

Upon any application or request by the Bank or the Debenture Guarantor to
the Trustee to take any action under any provision of this Indenture, the Bank
or the Debenture Guarantor, as applicable, shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent (including covenants
compliance with which constitutes a condition precedent), if any, provided for
in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent (including covenants compliance with which constitutes a
condition precedent), if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 10.4) shall include:

(1) a statement by each individual signing such certificate or opinion that
such individual has read such covenant or condition and the definitions herein
relating thereto;

(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions of such individual contained
in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

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

SECTION 1.3. FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Bank or the Debenture
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to matters upon

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<PAGE>

which his or her certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Bank or the Debenture Guarantor, as applicable, stating that the
information with respect to such factual matters is in the possession of the
Bank or the Debenture Guarantor, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are delivered to the
Trustee, and, where it is hereby expressly required, to the Bank and the
Debenture Guarantor. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "ACT" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee, the Bank and the Debenture Guarantor if made in the manner
provided in this Section.

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

(c) The fact and date of the execution by any Person of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other manner that the Trustee deems sufficient and in accordance
with such reasonable rules as the Trustee may determine.

(d) The ownership of Securities shall be proved by the Securities Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the transfer
thereof or in exchange therefor or in

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lieu thereof in respect of anything done or suffered to be done by the Trustee
or the Bank or the Debenture Guarantor in reliance thereon, whether or not
notation of such action is made upon such Security.

(f) The Bank may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, PROVIDED that the
Bank may not set a record date for, and the provisions of this paragraph shall
not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next succeeding paragraph. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities of
the relevant series on such record date, and no other Holders, shall be entitled
to take the relevant action, whether or not such Holders remain Holders after
such record date, PROVIDED that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Bank from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Bank, at its own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2), or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date, PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Bank's expense, shall cause
notice of such record date, the proposed action by

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<PAGE>

Holders and the applicable Expiration Date to be given to the Bank in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.6.

With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "EXPIRATION DATE"
and from time to time may change the Expiration Date to any earlier or later
day, PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

(g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 1.5. NOTICES, ETC. TO TRUSTEE, BANK AND DEBENTURE GUARANTOR.

Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, any holder of Capital Securities, the Bank
or the Debenture Guarantor shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust office, or

(2) the Bank or the Debenture Guarantor by the Trustee, any Holder or any
holder of Capital Securities shall be sufficient for every purpose (except as
otherwise provided in Section 5.1) hereunder if in writing and mailed, first
class, postage prepaid, to the Bank or the Debenture Guarantor addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Bank or the Debenture Guarantor.

SECTION 1.6. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or

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<PAGE>

irregularities in regular mail service or for any other reason, it shall be
impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the relevant Securities, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.7. CONFLICT WITH TRUST INDENTURE ACT.

Except as otherwise expressly provided herein, the Trust Indenture Act
shall apply as a matter of contract to this Indenture for purposes of
interpretation, construction and defining the rights and obligations hereunder,
and this Indenture, the Bank, the Debenture Guarantor and the Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Indenture were
qualified under that Act on the date hereof. Except as otherwise provided
herein, if and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.

SECTION 1.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 1.9. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Bank or the Debenture
Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

SECTION 1.10. SEPARABILITY CLAUSE.

If any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior

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Indebtedness, the holders of Guarantor Senior Indebtedness, the Holders of the
Securities and the Guarantees endorsed thereon and, to the extent expressly
provided in Sections 5.1, 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of
Capital Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

SECTION 1.12. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES AND THE GUARANTEES ENDORSED THEREON SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

SECTION 1.13. NON-BUSINESS DAYS.

If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal (and
premium, if any) or other amounts in respect of such Security need not be made
on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity).

ARTICLE II

SECURITY FORMS

SECTION 2.1. FORMS GENERALLY.

The Securities of each series, the Guarantees to be endorsed thereon, and
the Trustee's certificate of authentication shall be in substantially the forms
set forth in this Article, or in such other form or forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Bank and delivered to the Trustee

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<PAGE>

at or prior to the delivery of the Bank Order contemplated by Section 3.3 with
respect to the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

SECTION 2.2. FORM OF FACE OF SECURITY.

ZIONS FIRST NATIONAL BANK
[TITLE OF SECURITY]

[IF THE SECURITY IS A RESTRICTED SECURITY, INSERT -- THE SECURITIES
EVIDENCED HEREBY AND THE ACCOMPANYING GUARANTEE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PART 16 OF THE
REGULATIONS OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL
INVESTOR (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN
OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND,
IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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<PAGE>

INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY
INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE OF ANY
PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60,
91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE BANK FOR AN OPINION
OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION.
ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED
TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT
A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF
OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING.]

THE JUNIOR SUBORDINATED DEBENTURES ARE DIRECT AND UNSECURED OBLIGATIONS OF
THE BANK, DO NOT EVIDENCE DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER INSURER OR GOVERNMENTAL AGENCY.
THE JUNIOR SUBORDINATED DEBENTURES WILL BE SUBORDINATE TO THE CLAIMS OF
DEPOSITORS AND GENERAL CREDITORS OF THE BANK.

No. $
------------

ZIONS FIRST NATIONAL BANK, a national banking association (hereinafter
called the "BANK", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of __________ Dollars
on __________ __, [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT, IF
APPLICABLE--, or such other principal amount represented hereby as may be set
forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture,] [; PROVIDED that the Bank may (i) shorten the
Stated Maturity of the principal of this Security to a date not earlier than
__________, and (ii) extend the Stated Maturity of the principal of this
Security at any time on one or more occasions, subject to certain conditions
specified in Section 3.15 of the Indenture, but in no event to a date later than
__________]. The Bank further promises to pay interest on said principal sum
from _______________, ___ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, [monthly] [quarterly]
[semi-annually] [IF APPLICABLE, INSERT--(subject to deferral as set forth
herein)] in arrears on [INSERT APPLICABLE INTEREST PAYMENT DATES] of each year,
commencing _______________, ___, at the rate of ___% per annum,

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[IF APPLICABLE INSERT--together with Additional Sums, if any, as provided in
Section 10.6 of the Indenture] until the principal hereof is paid or duly
provided for or made available for payment [IF APPLICABLE, INSERT-- ; PROVIDED
that any overdue principal, premium or Additional Sums and any overdue
installment of interest shall bear Additional Interest at the rate of____% per
annum (to the extent that the payment of such interest shall be legally
enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates
such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The amount of interest payable for any
period less than a full interest period shall be computed on the basis of a
360-day year of twelve 30-day months and the actual days elapsed in a partial
month in such period. The amount of interest payable for any full interest
period shall be computed by dividing the applicable rate per annum by
[twelve/four/two]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest installment [IF APPLICABLE INSERT--, which shall be the [____________
or ____________] (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date]. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

[IF APPLICABLE, INSERT--So long as no Event of Default has occurred and is
continuing, the Bank shall have the right, at any time during the term of this
Security, from time to time to defer the payment of interest on this Security
for up to ______ consecutive [monthly] [quarterly] [semi-annual] interest
payment periods with respect to each deferral period (each an "EXTENSION
PERIOD") [IF APPLICABLE, INSERT--, during which Extension Periods the Bank shall
have the right to make partial payments of interest on any Interest Payment
Date, and] at the end of which the Bank shall pay all interest then accrued and
unpaid including any Additional Interest, as provided below; PROVIDED, HOWEVER,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security [IF STATED MATURITY CAN BE SHORTENED OR EXTENDED,
INSERT--, as then in effect,] and no such Extension Period may end on a date
other than an Interest Payment Date; and PROVIDED, FURTHER, HOWEVER, that during
any such Extension Period, the Bank shall not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Bank's capital stock, or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Bank that rank PARI PASSU in all respects with or
junior in interest to this Security (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Bank in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or

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stockholder stock purchase plan or in connection with the issuance of capital
stock of the Bank (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Bank's capital stock (or any capital stock of a
Subsidiary of the Bank) for any class or series of the Bank's capital stock or
of any class or series of the Bank's indebtedness for any class or series of the
Bank's capital stock, (c) the purchase of fractional interests in shares of the
Bank's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, (d) any declaration
of a dividend in connection with any Rights Plan, or the issuance of rights,
stock or other property under any Rights Plan, or the redemption or repurchase
of rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks PARI PASSU with or junior to such
stock). Prior to the termination of any such Extension Period, the Bank may
further defer the payment of interest, PROVIDED that no Extension Period shall
exceed ______ consecutive [monthly] [quarterly] [semi-annual] interest payment
periods, extend beyond the Stated Maturity of the principal of this Security or
end on a date other than an Interest Payment Date. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due on any Interest Payment Date, the Bank may
elect to begin a new Extension Period, subject to the above conditions. No
interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension shall bear Additional Interest (to the extent that
the payment of such interest shall be legally enforceable) at the rate of ____%
per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as
set forth in the first paragraph of this Security, from the dates on which
amounts would otherwise have been due and payable until paid or made available
for payment. The Bank shall give the Holder of this Security and the Trustee
notice of its election to begin any Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which interest on this
Security would be payable but for such deferral [IF APPLICABLE, INSERT--or so
long as such Securities are held by [INSERT NAME OF APPLICABLE ISSUER TRUST], at
least one Business Day prior to the earlier of (i) the next succeeding date on
which Distributions on the Capital Securities of such Issuer Trust would be
payable but for such deferral, and (ii) the date on which the Property Trustee
of such Issuer Trust is required to give notice to holders of such Capital
Securities of the record date or the date such Distributions are payable].

Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Bank maintained for that
purpose in the [INSERT PLACE OF PAYMENT], 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 [IF APPLICABLE, INSERT--; PROVIDED, HOWEVER, that at
the option of the Bank 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].

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<PAGE>

The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his or her behalf to take such actions
as may be necessary or appropriate to effectuate the subordination so provided,
and (c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed
under its corporate seal.

ZIONS FIRST NATIONAL BANK

By:
------------------------------------
Name:
Title:
(Seal)

Attest:

- -------------------------------------
[SECRETARY OR ASSISTANT SECRETARY]

SECTION 2.3. FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the Bank
(herein called the "SECURITIES"), issued and to be issued in one or more series
under the Junior Subordinated Indenture, dated as of December 26, 1996 (herein
called the "INDENTURE"), among the Bank, Zions Bancorporation, as guarantor, and
Chemical Trust Company of California, as Trustee (herein called the "TRUSTEE",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of

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<PAGE>

the Bank, the Debenture Guarantor, the Trustee, the holders of Senior
Indebtedness, the holders of Guarantor Senior Indebtedness, and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [IF APPLICABLE, INSERT--, limited in aggregate principal amount
to $ ___________].

All terms used in this Security [IF APPLICABLE, INSERT - and in the
Guarantee set forth below] that are defined in the Indenture [IF APPLICABLE,
INSERT - or in the Amended and Restated Trust Agreement, dated as of
December ___, 1996 (as modified, amended or supplemented from time to time, the
"TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] (the "ISSUER
TRUST") among the Bank, as Depositor and the Trustees named therein, shall have
the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the
Trust Agreement, as the case may be].

[IF APPLICABLE, INSERT--The Bank may at any time, at its option, on or
after _________, ____, and subject to the terms and conditions of Article XI of
the Indenture, redeem this Security in whole at any time or in part from time to
time, at the following Redemption Prices (expressed as percentages of the
principal amount hereof): If redeemed during the 12-month period beginning
_____________,

Redemption
Year Price
---- ----------

and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest [IF
APPLICABLE, INSERT--, including any Additional Interest,] to but excluding the
date fixed for redemption.]

[IF APPLICABLE, INSERT--In addition, upon the occurrence and during the
continuation of a Tax Event, an Investment Company Event or a Capital Treatment
Event in respect of the Issuer Trust, the Bank may, at its option, at any time
within 90 days of the occurrence and during the continuation of such Tax Event,
Investment Company Event or Capital Treatment Event, as the case may be, redeem
this Security, in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture, at a redemption price equal to [INSERT FORMULA].

[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event
of redemption of this Security in part only, a new Security or Securities of
this series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

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<PAGE>

The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Bank [IF APPLICABLE,
INSERT - and the Debenture Guarantor] with certain conditions set forth in the
Indenture.

The Indenture permits, with certain exceptions as therein provided, the
Bank and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Bank and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Bank with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

[IF THE SECURITY IS NOT A DISCOUNT SECURITY, INSERT--As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Bank (and to the
Trustee if given by Holders) [IF APPLICABLE, INSERT--, PROVIDED that, if upon an
Event of Default, the Trustee or such Holders fail to declare the principal of
all the Outstanding Securities of this series to be immediately due and payable,
the holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Bank and the Trustee]; and upon any such declaration
the principal amount of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due and
payable, PROVIDED that the payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent
provided in Article XIII of the Indenture.]

[IF THE SECURITY IS A DISCOUNT SECURITY, INSERT--As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of this series may
declare an amount of principal of the Securities of this series to be due and
payable immediately, by a notice in writing to the Bank (and to the Trustee if
given by Holders) [IF APPLICABLE, INSERT--, PROVIDED that, if upon an Event of
Default, the Trustee or such Holders fail to declare such principal amount of
the Outstanding Securities of this series to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Bank and the Trustee]. The principal amount payable

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<PAGE>

upon such acceleration shall be equal to--INSERT FORMULA FOR DETERMINING THE
AMOUNT]. Upon any such declaration, such amount of the principal of and the
accrued interest (including any Additional Interest) on all the Securities of
this series shall become immediately due and payable, PROVIDED that the payment
of such principal and interest (including any Additional Interest) on all the
Securities of this series shall remain subordinated to the extent provided in
Article XIII of the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall
be legally enforceable), all of the Bank's obligations in respect of the payment
of the principal of and premium and interest, if any, on this Security shall
terminate.]

No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Bank, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest [INSERT IF APPLICABLE--including any Additional Interest)] on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Bank maintained under Section 10.2 of the Indenture for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Bank and the Securities Registrar duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $ and any integral multiple of
$____________ in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Bank may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Bank, the Trustee and any agent of the Bank or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Bank, the Trustee nor
any such agent shall be affected by notice to the contrary.

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<PAGE>

The Bank and, by its acceptance of this Security or a beneficial interest
therein, the Holder of, and any Person that acquires a beneficial interest in,
this Security agree that for United States Federal, state and local tax purposes
it is intended that this Security constitute indebtedness.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

SECTION 2.4. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.

Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

SECTION 2.5. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificates of authentication shall be in substantially the
following form:

This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated:

CHEMICAL TRUST COMPANY
OF CALIFORNIA,
AS TRUSTEE

By:
------------------------------------
AUTHORIZED OFFICER

SECTION 2.6 FORM OF GUARANTEE.

FOR VALUE RECEIVED, ZIONS BANCORPORATION, a corporation duly organized and
existing under the laws of the State of Utah (the "DEBENTURE GUARANTOR",

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<PAGE>

which term includes any successor Person under the Indenture referred to in the
Security on which this notation is endorsed), hereby fully and unconditionally
guarantees to the Holder of the accompanying Security issued by Zions First
National Bank (the "Bank"), pursuant to the terms of the Guarantee contained in
Article XIV of the Indenture, the due and punctual payment of the principal of
and any premium, if any, and interest on this Security (and any Additional
Amounts payable in respect thereof), when and as the same shall become due and
payable, whether at the stated Maturity, by declaration of acceleration, call
for redemption or otherwise, in accordance with the terms of this Security and
the Indenture. In case of the failure of the Bank punctually to pay any such
principal, premium or interest, the Debenture Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable as if such payment were made by the Bank.

The obligations of the Debenture Guarantor to the Holders of the Securities
and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article XIV of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantee.

Notwithstanding anything to the contrary in this Guarantee, all payments in
respect of the Guarantee are junior and subordinate and subject to the right of
payment to all Guarantor Senior Indebtedness (as defined in the Indenture).

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

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<PAGE>

The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Security upon which this notation of the
Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

ZIONS BANCORPORATION,

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

(Seal)

Attest:

ARTICLE III

THE SECURITIES

SECTION 3.1. TITLE AND TERMS.

The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth or determined in the manner provided in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a series:

(a) the title of the securities of such series, which shall
distinguish the Securities of the series from all other Securities;

(b) the limit, if any, upon the aggregate principal amount of the
Securities of such series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.4, 3.6, 3.7, 9.6 or 11.6 and
except for any Securities that, pursuant to Section 3.3, are deemed never
to have been authenticated and delivered hereunder); PROVIDED, HOWEVER,
that the authorized aggregate principal amount of such series may be
increased above such amount by a Board Resolution to such effect;

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<PAGE>

(c) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

(d) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination
thereof, and any dates on which or circumstances under which, the Bank
shall have the right to extend or shorten such Stated Maturity or
Maturities;

(e) the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities
of such series, the date or dates from which any such interest or
Additional Interest shall accrue, the Interest Payment Dates on which such
interest shall be payable, the right, pursuant to Section 3.12 or as
otherwise set forth therein, of the Bank to defer or extend an Interest
Payment Date, and the Regular Record Date for the interest payable on any
Interest Payment Date or the method by which any of the foregoing shall be
determined;

(f) the place or places where the principal of (and premium, if any)
and interest (including any Additional Interest) on the Securities of such
series shall be payable, the place or places where the Securities of such
series may be presented for registration of transfer or exchange, any
restrictions that may be applicable to any such transfer or exchange in
addition to or in lieu of those set forth herein, and the place or places
where notices and demands to or upon the Bank in respect of the Securities
of such series may be made;

(g) the period or periods within or the date or dates on which, if
any, the price or prices at which and the terms and conditions upon which
the Securities of such series may be redeemed, in whole or in part, at the
option of the Bank, and if other than by a Board Resolution, the manner in
which any election by the Bank to redeem such Securities shall be
evidenced;

(h) the obligation or the right, if any, of the Bank to redeem, repay
or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof,
and the period or periods within which, the price or prices at which, the
currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

(i) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $1,000 and any integral multiple
thereof;

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<PAGE>

(j) if other than Dollars, the currency or currencies (including any
currency unit or units) in which the principal of (and premium, if any) and
interest and Additional Interest, if any, on the Securities of the series
shall be payable, or in which the Securities of the series shall be
denominated and the manner of determining the equivalent thereof in Dollars
for purposes of the definition of Outstanding;

(k) the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Bank set forth herein with respect to the
Securities of such series;

(l) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

(m) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be
the principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or
which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to
be the principal amount shall be determined);

(n) the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without
interest coupons;

(o) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the
manner in which such amounts will be determined;

(p) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in
such case, the respective Depositaries for such Global Securities, the form
of any legend or legends that shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 2.4 and any
circumstances in addition to or in lieu of those set forth in Section 3.6
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or
in part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

(q) the appointment of any Paying Agent or agents for the Securities
of such series;

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<PAGE>

(r) the terms of any right to convert or exchange Securities of such
series into any other securities or property of the Bank, and the additions
or changes, if any, to this Indenture with respect to the Securities of
such series to permit or facilitate such conversion or exchange;

(s) if such Securities are to be issued to an Issuer Trust, the form
or forms of the Trust Agreement and Guarantee Agreement relating thereto;

(t) if other than as set forth herein, the relative degree, if any, to
which the Securities of the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other series
of Securities are Outstanding or not;

(u) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 5.2;

(v) any addition to or change in the covenants set forth in Article X
which applies to Securities of the series;

(w) the applicability, if any, of Articles XIV and XV, relating to the
Guarantee of such Securities by the Debenture Guarantor, to the Securities
of the series; and

(x) any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 9.1(6)).

All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Bank and delivered
to the Trustee at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII.

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<PAGE>

SECTION 3.2. DENOMINATIONS.

The Securities of each series shall be in registered form without coupons
and shall be issuable in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof, unless otherwise specified as contemplated by
Section 3.1.

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Bank by its Chairman of
the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced or impressed thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Bank shall bind the Bank,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Bank may deliver
Securities of any series executed by the Bank to the Trustee for authentication,
together with a Bank Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Bank Order shall authenticate
and deliver such Securities. If the form or terms of the Securities of the
series have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,

(1) if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms
have been established in conformity with the provisions of this Indenture;
and

(3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Bank in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Bank, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will

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<PAGE>

affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Bank Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. No Guarantee shall be or become valid or obligatory for any
purpose until such certificate of the Trustee shall have been duly executed on
the Security on which such Guarantee is endorsed. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Bank, and the Bank shall deliver such Security to the
Trustee for cancellation as provided in Section 3.10, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 3.4. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the Bank
may execute, and upon Bank Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities of such series in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities of any series are issued, the Bank will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Bank designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Bank shall execute and the Trustee shall authenticate
and deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations having the same Original Issue Date and
Stated Maturity and

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<PAGE>

having the same terms as such temporary Securities. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

SECTION 3.5. GLOBAL SECURITIES.

(a) Each Global Security issued under this Indenture shall be registered in
the name of the Depositary designated by the Bank for such Global Security or a
nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

(b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Bank is unable to locate a qualified successor, (ii) the Bank executes and
delivers to the Trustee a Bank Order stating that the Bank elects to terminate
the book-entry system through the Depositary, (iii) there shall have occurred
and be continuing an Event of Default, or (iv) in the case of a transfer of a
beneficial interest in such Security to a Person that is not a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
upon reasonable prior notice of such transfer by the Depositary or its
authorized representative to the Securities Registrar and delivery to the
Securities Registrar of a Restricted Securities Certificate duly authorized by
the Depositary or its authorized representative to the Securities Registrar and
delivery to the Securities Registrar of a Restricted Securities Certificate duly
authorized by the Depositary or its authorized representatives.

(c) If any Global Security is to be exchanged for other Securities or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this Article III. If any Global Security is to be exchanged for other
Securities or cancelled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article III or (ii) the principal amount thereof shall be
reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the
portion thereof to be so exchanged or cancelled, or equal to the principal
amount of such other Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Securities Registrar, whereupon the Trustee, in accordance with
the Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions, the Trustee shall, subject to Section 3.5(b) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global

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<PAGE>

Security (or any portion thereof) in accordance with the instructions of the
Depositary. The Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

(d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

(e) Securities distributed to holders of Book-Entry Capital Securities (as
defined in the applicable Trust Agreement) upon the dissolution of an Issuer
Trust shall be distributed in the form of one or more Global Securities
registered in the name of a Depositary or its nominee, and deposited with the
Securities Registrar, as custodian for such Depositary, or with such Depositary,
for credit by the Depositary to the respective accounts of the beneficial owners
of the Securities represented thereby (or such other accounts as they may
direct). Securities distributed to holders of Capital Securities other than
Book-Entry Capital Securities upon the dissolution of an Issuer Trust shall not
be issued in the form of a Global Security or any other form intended to
facilitate book-entry trading in beneficial interests in such Securities.

(f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.
Neither the Trustee nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Depositary.

(g) The rights of owners of beneficial interests in a Global Security shall
be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Agent Members.

SECTION 3.6. REGISTRATION, TRANSFER AND EXCHANGE GENERALLY; CERTAIN
TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.

(a) The Bank shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Bank shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the
"SECURITIES REGISTER." The Trustee is hereby appointed "SECURITIES REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security at the offices
or agencies of the Bank designated for that purpose the Bank shall execute, and
the Trustee shall

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authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations of like tenor and aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.

At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of like tenor and
aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Bank shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.

All Securities issued upon any transfer or exchange of Securities shall be
the valid obligations of the Bank, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

Every Security presented or surrendered for transfer or exchange shall (if
so required by the Bank or the Trustee) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Bank and the
Securities Registrar, duly executed by the Holder thereof or such Holder's
attorney duly authorized in writing.

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

Neither the Bank nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

(b) CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other provision of
this Indenture, transfers and exchanges of Securities and beneficial interests
in a Global Security shall be made only in accordance with this Section 3.6(b).

(i) RESTRICTED NON-GLOBAL SECURITY TO GLOBAL SECURITY. If the Holder of a
Restricted Security (other than a Global Security) wishes at any time to
transfer all or any portion of such Security to a Person who wishes to take
delivery thereof in the form of a beneficial interest in a Global Security, such
transfer may be effected only in accordance with the provisions of this
Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the
Securities Registrar of (A) such Security as provided in Section 3.6(a) and
instructions satisfactory to the Securities Registrar directing that a
beneficial interest in the Global

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<PAGE>

Security in a specified principal amount not greater than the principal amount
of such Security be credited to a specified Agent Member's account and (B) a
Restricted Securities Certificate duly executed by such Holder or such Holder's
attorney duly authorized in writing, then the Securities Registrar shall cancel
such Security (and issue a new Security in respect of any untransferred portion
thereof) as provided in Section 3.6(a) and increase the aggregate principal
amount of the Global Security by the specified principal amount as provided as
provided in Section 3.5(c).

(ii) NON-GLOBAL SECURITY TO NON-GLOBAL SECURITY. A Security that is not a
Global Security may be transferred, in whole or in part, to a Person who takes
delivery in the form of another Security that is not a Global Security as
provided in Section 3.6(a), PROVIDED that if the Security to be transferred in
whole or in part is a Restricted Security, the Securities Registrar shall have
received a Restricted Securities Certificate duly executed by the transferor
Holder or such Holder's attorney duly authorized in writing.

(iii) EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL SECURITY. A
beneficial interest in a Global Security may be exchanged for a Security that is
not a Global Security as provided in Section 3.5.

(iv) CERTAIN INITIAL TRANSFERS OF NON-GLOBAL SECURITIES. In the case of
Securities initially issued other than in global form, an initial transfer or
exchange of such Securities that does not involve any change in beneficial
ownership may be made to an Institutional Accredited Investor or Investors as if
such transfer or exchange were not an initial transfer or exchange; PROVIDED
that written certification shall be provided by the transferee and transferor of
such Securities to the Securities Registrar that such transfer or exchange does
not involve a change in beneficial ownership.

(v) LIMITATIONS RELATING TO PRINCIPAL AMOUNT. Notwithstanding any other
provision of this Indenture and unless otherwise specified as permitted by
Section 3.1, Securities or portions thereof may be transferred or exchanged only
in principal amounts of not less than $100,000. Any transfer, exchange or other
disposition of Securities in contravention of this Section 3.6(b)(v) shall be
deemed to be void and of no legal effect whatsoever, any such transferee shall
be deemed not to be the Holder or owner of any beneficial interest in such
Securities for any purpose, including but not limited to the receipt of interest
payable on such Securities, and such transferee shall be deemed to have no
interest whatsoever in such Securities.

(i) subject to the following Clauses of this Section 3.6(c), a Security or
any portion thereof that is exchanged, upon transfer or otherwise, for a Global
Security or any portion thereof shall bear the Restricted Securities Legend
while represented thereby;

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<PAGE>

(ii) subject to the following Clauses of this Section 3.6(c), a new
Security which is not a Global Security and is issued in exchange for another
Security (including a Global Security) or any portion thereof, upon transfer or
otherwise, shall bear a Restricted Securities Legend;

(iii) a new Security (other than a Global Security) that does not bear a
Restricted Securities Legend may be issued in exchange for or in lieu of a
Restricted Security or any portion thereof that bears such a legend if, in the
Bank's judgment, placing such a legend upon such new Security is not necessary
to ensure compliance with the registration requirements of the Securities Act,
and the Trustee, at the written direction of the Bank in the form of an
Officers' Certificate, shall authenticate and deliver such a new Security as
provided in this Article III;

(iv) notwithstanding the foregoing provisions of this Section 3.6(c), a
Successor Security of a Security that does not bear a Restricted Securities
Legend shall not bear such form of legend unless the Bank has reasonable cause
to believe that such Successor Security is a "restricted security" within the
meaning of Rule 144, in which case the Trustee, at the written direction of the
Bank in the form of an Officers' Certificate, shall authenticate and deliver a
new Security bearing a Restricted Securities Legend in exchange for such
Successor Security as provided in this Article III; and

(v) Securities distributed to a holder of Capital Securities upon
dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the
Capital Securities so held bear a similar legend.

SECTION 3.7. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Bank or the Trustee to save each
of them harmless, the Bank shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series, of like tenor
and aggregate principal amount, bearing the same legends, and bearing a number
not contemporaneously outstanding.

If there shall be delivered to the Bank and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Bank or the Trustee that such
Security has been acquired by a BONA FIDE purchaser, the Bank shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series, of like
tenor and aggregate principal amount and bearing the same legends as such
destroyed, lost or stolen Security, and bearing a number not contemporaneously
outstanding.

If any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Bank in its discretion may, instead of
issuing a new Security, pay such Security.

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<PAGE>

Upon the issuance of any new Security under this Section, the Bank may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Bank, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.8. PAYMENT OF INTEREST AND ADDITIONAL INTEREST; INTEREST RIGHTS
PRESERVED.

Interest and Additional Interest on any Security of any series that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date, shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest and
any Additional Interest payable on the Stated Maturity of the principal of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series that is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.1
with respect to the related series of Securities.

Any interest on any Security that is due and payable, but is not timely
paid or duly provided for, on any Interest Payment Date for Securities of such
series (herein called "DEFAULTED INTEREST"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Bank, at its
election in each case, as provided in Clause (1) or (2) below:

(1) The Bank may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Bank
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security and the date of the proposed payment, and at the
same time the Bank shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such

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Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest, which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the Bank
of such Special Record Date and, in the name and at the expense of the Bank,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first class, postage prepaid, to each
Holder of a Security of such series at the address of such Holder as it appears
in the Securities Register not less than 10 days prior to such Special Record
Date. The Trustee may, in its discretion, in the name and at the expense of the
Bank, cause a similar notice to be published at least once in a newspaper,
customarily published in the English language on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (2).

(2) The Bank may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of the series in respect of which interest is in default
may be listed and, upon such notice as may be required by such exchange (or by
the Trustee if the Securities are not listed), if, after notice given by the
Bank to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

SECTION 3.9. PERSONS DEEMED OWNERS.

The Bank, the Trustee and any agent of the Bank or the Trustee shall treat
the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 3.8) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Bank, the
Trustee nor any agent of the Bank or the Trustee shall be affected by notice to
the contrary.

No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Bank, the
Trustee and any agent of the Bank or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Bank, the Trustee or any agent of the Bank or the
Trustee from giving effect to any written certification, proxy or

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<PAGE>

other authorization furnished by a Depositary or impair, as between a Depositary
and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

SECTION 3.10. CANCELLATION.

All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Bank may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Bank may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be destroyed by the
Trustee and the Trustee shall deliver to the Bank a certificate of such
destruction.

SECTION 3.11. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any partial month in such period, and interest
on the Securities of each series for a full period shall be computed by dividing
the rate per annum by the number of interest periods that together constitute a
full twelve months.

SECTION 3.12. DEFERRALS OF INTEREST PAYMENT DATES.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Bank shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods as may be specified as contemplated
by Section 3.1 (each, an "EXTENSION PERIOD"), during which Extension Periods the
Bank shall, if so specified as contemplated by Section 3.1, have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Bank shall pay all interest then accrued and
unpaid on the Securities (together with Additional Interest thereon, if any, at
the rate specified for the Securities of such series to the extent permitted by
applicable law); PROVIDED, HOWEVER, that no Extension Period shall extend beyond
the Stated Maturity of the principal of the Securities of such series; and
PROVIDED FURTHER, HOWEVER that during any such Extension Period, the Bank shall
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Bank's capital
stock, or (ii) make any payment of principal of or interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Bank that rank PARI
PASSU in all respects with or junior in interest

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to the Securities of such series (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Bank in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Bank (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Bank's capital stock (or any capital stock of a Subsidiary of the Bank) for any
class or series of the Bank's capital stock or of any class or series of the
Bank's indebtedness for any class or series of the Bank's capital stock, (c) the
purchase of fractional interests in shares of the Bank's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any Rights Plan, or the issuance of rights, stock or other property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or
(e) any dividend in the form of stock, warrants, options or other rights where
the dividend stock or the stock issuable upon exercise of such warrants, options
or other rights is the same stock as that on which the dividend is being paid or
ranks PARI PASSU with or junior to such stock). Prior to the termination of any
such Extension Period, the Bank may further defer the payment of interest,
PROVIDED that no Event of Default has occurred and is continuing, and PROVIDED,
FURTHER that no Extension Period shall exceed the period or periods specified in
such Securities, extend beyond the Stated Maturity of the principal of such
Securities or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Bank may elect to begin a new Extension Period, subject to the above
conditions. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Additional Interest as and to the extent as may be specified as
contemplated by Section 3.1. The Bank shall give the Holders of the Securities
of such series and the Trustee notice of its election to begin any such
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on Securities of such series would be payable but
for such deferral or, with respect to any Securities of a series issued to an
Issuer Trust, so long as any such Securities are held by such Issuer Trust, at
least one Business Day prior to the earlier of (i) the next succeeding date on
which Distributions on the Capital Securities of such Issuer Trust would be
payable but for such deferral, and (ii) the date on which the Property Trustee
of such Issuer Trust is required to give notice to holders of such Capital
Securities of the record date or the date such Distributions are payable.

The Trustee shall promptly give notice of the Bank's election to begin any
such Extension Period to the Holders of the Outstanding Securities of such
series.

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SECTION 3.13. RIGHT OF SET-OFF.

With respect to the Securities of a series initially issued to an Issuer
Trust, notwithstanding anything to the contrary herein, the Bank shall have the
right to set off any payment it is otherwise required to make in respect of any
such Security to the extent the Bank has theretofore made, or is concurrently on
the date of such payment making, a payment under the Guarantee Agreement
relating to such Security or to a holder of Capital Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.

SECTION 3.14. AGREED TAX TREATMENT.

Each Security issued hereunder shall provide that the Bank and, by its
acceptance of a Security or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Security agree that for
United States Federal, state and local tax purposes it is intended that such
Security constitutes indebtedness.

SECTION 3.15. SHORTENING OR EXTENSION OF STATED MATURITY.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, the Bank shall have the right to
(i) shorten the Stated Maturity of the principal of the Securities of such
series at any time to any date, and (ii) extend the Stated Maturity of the
principal of the Securities of such series at any time at its election for one
or more periods, PROVIDED that, if the Bank elects to exercise its right to
extend the Stated Maturity of the principal of the Securities of such series
pursuant to Clause (ii) above, at the time such election is made and at the time
of extension, such conditions as may be specified in such Securities shall have
been satisfied.

SECTION 3.16. CUSIP NUMBERS.

The Bank in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other similar or related materials as a convenience to
Holders; PROVIDED that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

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ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall, upon Bank Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Bank, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than
(i) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.7 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and
held in trust by the Bank and thereafter repaid to the Bank or discharged
from such trust, as provided in Section 10.3) have been delivered to the
Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one
year of the date of deposit, or

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Bank,

and the Bank, in the case of subclause (B)(i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for such purpose an amount in the currency or currencies in which the
Securities of such series are payable sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest
(including any Additional Interest) to the date of such deposit (in the
case of Securities that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

(2) the Bank has paid or caused to be paid all other sums payable hereunder
by the Bank; and

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(3) the Bank has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Bank to the Trustee under Section 6.7, the obligations of the
Trustee to any Authenticating Agent under Section 6.14 and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 4.2 and the last paragraph
of Section 10.3 shall survive.

SECTION 4.2. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Bank acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest (including any Additional Interest) for the payment of which
such money or obligations have been deposited with or received by the Trustee.

ARTICLE V

REMEDIES

SECTION 5.1. EVENTS OF DEFAULT.

"EVENT OF DEFAULT", wherever used herein with respect to the Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) except
as may be specified pursuant to Section 3.1:

(1) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period); or

(2) default in the payment of the principal of (or premium, if any, on) any
Security of that series at its Maturity; or

(3) failure on the part of the Bank or the Debenture Guarantor duly to
observe or perform any other of the covenants or agreements on the part of the
Bank or the Debenture Guarantor in the Securities of that series or the
Guarantee with respect to that series or in this Indenture for a period of 90
days after the date on which written notice of such failure,

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requiring the Bank or the Debenture Guarantor to remedy the same, shall have
been given to the Bank and the Debenture Guarantor by the Trustee by registered
or certified mail or to the Bank and the Debenture Guarantor and to the Trustee
by the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series; or

(4) the entry of a decree or order by a court having jurisdiction in the
premises adjudging the Bank or the Debenture Guarantor a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization of the Bank or
the Debenture Guarantor under the Bankruptcy Code or any other similar
applicable Federal or State law, which decree or order shall have continued
undischarged and unstayed for a period of 60 days; or the entry of a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the
Bank or the Debenture Guarantor or of either of their respective property, or
for the winding up or liquidation of its affairs, which decree or order shall
have continued undischarged and unstayed for a period of 60 days; or

(5) the commencement by the Bank or the Debenture Guarantor of voluntary
proceedings to be adjudicated a bankrupt, or consent by the Bank or the
Debenture Guarantor to the filing of a bankruptcy proceeding against it, or the
filing by the Bank or the Debenture Guarantor of a petition or answer or consent
seeking reorganization under the Bankruptcy Code or any other similar Federal or
State law, or consent by the Bank or the Debenture Guarantor to the filing of
any such petition, or the consent by the Bank or the Debenture Guarantor to the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of it or of its property, or the making by the Bank or the Debenture
Guarantor of an assignment for the benefit of creditors, or the admission by the
Bank or the Debenture Guarantor in writing of its inability to pay its debts
generally as they become due; or

(6) any other Event of Default provided with respect to Securities of that
series.

SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Bank and the Debenture Guarantor (and to the Trustee if given by
Holders), PROVIDED that, in the case of the Securities of a series issued to an
Issuer Trust, if, upon an Event of Default, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
fail to declare the principal of all the Outstanding Securities of such series
to be immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount (as defined in the related Trust Agreement) of the related
series of Capital Securities issued by such Issuer Trust then outstanding shall
have the right to make such declaration by a

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notice in writing to the Bank, the Debenture Guarantor and the Trustee; and upon
any such declaration such principal amount (or specified portion thereof) of and
the accrued interest (including any Additional Interest) on all the Securities
of such series shall become immediately due and payable. If an Event of Default
specified in Section 5.1(4) or 5.1(5) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
such series (or, if the Securities of such series are Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms of that series) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable. Payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII notwithstanding that such amount shall become immediately due and payable
as herein provided.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Bank, the
Debenture Guarantor and the Trustee, may rescind and annul such declaration and
its consequences if:

(1) the Bank or the Debenture Guarantor has paid or deposited with the
Trustee a sum sufficient to pay:

(A) all overdue installments of interest on all Securities of such series,

(B) any accrued Additional Interest on all Securities of such series,

(C) the principal of (and premium, if any, on) any Securities of such
series that have become due otherwise than by such declaration of acceleration
and interest and Additional Interest thereon at the rate borne by the
Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; and

(2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series that has
become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.

In the case of Securities of a series initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount (as defined
in the related Trust Agreement) of the related series of Capital Securities
issued by such Issuer Trust then outstanding shall also have the right to
rescind and annul such declaration and its consequences by written notice to

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the Bank, the Debenture Guarantor and the Trustee, subject to the satisfaction
of the conditions set forth in Clauses (1) and (2) above of this Section 5.2.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Bank covenants that if:

(1) default is made in the payment of any installment of interest
(including any Additional Interest) on any Security of any series when such
interest becomes due and payable and such default continues for a period of 30
days, or

(2) default is made in the payment of the principal of (and premium, if
any, on) any Security at the Maturity thereof,

the Bank will, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest (including any Additional
Interest), and, in addition thereto, all amounts owing the Trustee under
Section 6.7.

If the Bank fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Bank, the Debenture Guarantor or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Bank, the Debenture Guarantor
or any other obligor upon the Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Bank, the Debenture Guarantor or any other obligor
upon the Securities or the property of the Bank, the Debenture Guarantor or of
such other obligor or their creditors,

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(a) the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Bank or the Debenture Guarantor for the
payment of overdue principal (and premium, if any) or interest (including
any Additional Interest)) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest (including any Additional Interest)
owing and unpaid in respect to the Securities and to file such other
papers or documents as may be necessary or advisable and to take any
and all actions as are authorized under the Trust Indenture Act in
order to have the claims of the Holders and any predecessor to the
Trustee under Section 6.7 allowed in any such judicial proceedings;
and

(ii) in particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same in accordance with Section 5.6;
and

(b) 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 Trustee for
distribution in accordance with Section 5.6, and in the event that the
Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it and any predecessor
Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.5. TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, subject to
Article XIII and after provision for the payment of all the amounts owing the
Trustee and any predecessor Trustee under Section 6.7, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

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SECTION 5.6. APPLICATION OF MONEY COLLECTED.

Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee hereunder;

SECOND: Subject to Article XIII, to the payment of the amounts then due and
unpaid upon Securities of such series for principal (and premium, if any) and
interest (including any Additional Interest) in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such series of
Securities for principal (and premium, if any) and interest (including any
Additional Interest), respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 5.7. LIMITATION ON SUITS.

Subject to Section 5.8, no Holder of any Securities of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture or for the appointment of a receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;

(4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series;

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it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST; DIRECT ACTION BY HOLDERS OF CAPITAL SECURITIES.

Notwithstanding any other provision in this Indenture, the Holder of any
Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer Trust, any registered holder of the series of Capital Securities
issued by such Issuer Trust shall have the right, upon the occurrence of an
Event of Default described in Section 5.1(1) or 5.1(2), to institute a suit
directly against the Bank or the Debenture Guarantor for enforcement of payment
to such holder of principal of (premium, if any) and (subject to Sections 3.8
and 3.12) interest (including any Additional Interest) on the Securities having
a principal amount equal to the aggregate Liquidation Amount (as defined in the
related Trust Agreement) of such Capital Securities held by such holder.

SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee, any Holder or any holder of Capital Securities issued by
any Issuer Trust has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital Securities, then and in every such case the Bank, the
Debenture Guarantor, the Trustee, such Holders and such holder of Capital
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee, such Holder and such holder of Capital
Securities shall continue as though no such proceeding had been instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy herein conferred upon or reserved to the Trustee or the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right

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or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee, any Holder of any Security with
respect to the Securities of the related Series or any holder of any Capital
Security to exercise any right or remedy accruing upon any Event of Default with
respect to the Securities of the related series shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.

Every right and remedy given by this Article or by law to the Trustee or to
the Holders and the right and remedy given to the holders of Capital Securities
by Section 5.8 may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee, the Holders or the holders of Capital Securities, as
the case may be.

SECTION 5.12. CONTROL BY HOLDERS.

The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, PROVIDED that:

(1) such direction shall not be in conflict with any rule of law or with
this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction, and

(3) subject to the provisions of Section 6.1, the Trustee shall have the
right to decline to follow such direction if a Responsible Officer or Officers
of the Trustee shall, in good faith, determine that the proceeding so directed
would be unjustly prejudicial to the Holders not joining in any such direction
or would involve the Trustee in personal liability.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series affected thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the Capital Securities issued by such Issuer Trust may waive any
past default hereunder and its consequences with respect to such series except a
default:

(1) in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security of such series or a default
under the Guarantee (unless

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such default has been cured and the Bank or the Debenture Guarantor has paid to
or deposited with the Trustee a sum sufficient to pay all matured installments
of interest (including any Additional Interest) and all principal of (and
premium, if any, on) all Securities of that series due otherwise than by
acceleration), or

(2) in respect of a covenant or provision hereof that under Article IX
cannot be modified or amended without the consent of each Holder of any
Outstanding Security of such series affected.

Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series or, in the case of a waiver by holders of Capital
Securities issued by such Issuer Trust, by all holders of Capital Securities
issued by such Issuer Trust.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 5.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.

SECTION 5.15. WAIVER OF USURY, STAY OR EXTENSION LAWS.

The Bank and the Debenture Guarantor covenant (to the extent that they may
lawfully do so) that they will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Bank and the
Debenture Guarantor (to the extent that they may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that they
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

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ARTICLE VI

THE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

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

(b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, 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.

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

(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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

(3) the 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
Holders pursuant to Section 5.12 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of a series.

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(d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.2. NOTICE OF DEFAULTS.

Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and PROVIDED, FURTHER,
that, in the case of any default of the character specified in Section 5.1(3),
no such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "DEFAULT" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.1:

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

(b) any request or direction of the Bank mentioned herein shall be
sufficiently evidenced by a Bank Request or Bank Order and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

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(d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction;

(f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Bank, personally
or by agent or attorney; and

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

(h) the Trustee shall not have any duties or responsibilities in connection
with an Event of Default unless a Responsible Officer has obtained knowledge
thereof.

SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Bank,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Bank of the Securities or the proceeds thereof.

SECTION 6.5. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Bank, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Bank with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Securities
Registrar or such other agent.

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SECTION 6.6. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Bank.

SECTION 6.7. COMPENSATION AND REIMBURSEMENT.

The Bank agrees

(1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder in such amounts as the Bank and the Trustee
shall agree from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

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

(3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. This indemnification shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

To secure the Bank's payment obligations in this Section, the Bank and the
Holders agree that the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee. Such lien shall survive the
satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or 5.1(5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

SECTION 6.8. DISQUALIFICATION; CONFLICTING INTERESTS.

(a) The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the

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Trustee from filing with the Commission the application referred to in the
second to last paragraph of said Section 310(b).

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

SECTION 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be:

(a) a corporation organized and doing business under the laws of the United
States of America or of any State or Territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority, or

(b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Bank nor any Person directly or indirectly
controlling, controlled by or under common control with the Bank shall serve as
Trustee for the Securities of any series issued hereunder.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Bank. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent

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jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Bank.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after written request
therefor by the Bank or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and shall fail
to resign after written request therefor by the Bank or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Bank, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to the Securities of all
series issued hereunder, or (ii) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
such Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities of
all series issued hereunder and the appointment of a successor Trustee or
Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Bank, by a Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities of that or
those series. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
such series delivered to the Bank and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Bank. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Bank or the Holders and accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, subject to Section 5.14, on behalf of such Holder and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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(f) The Bank shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Bank, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Bank or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held

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by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Bank shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

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

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST BANK.

If and when the Trustee shall be or become a creditor of the Bank (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Bank (or any such other obligor).

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent.

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Each Authenticating Agent shall be acceptable to the Bank and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Bank. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Bank. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent, which shall be acceptable to the Bank and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

The Bank agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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This is one of the Securities of the series designated therein referred to
in the within mentioned Indenture.

Dated:
CHEMICAL TRUST COMPANY OF CALIFORNIA,
As Trustee

By: ,
AS AUTHENTICATING AGENT

By:
AUTHORIZED OFFICER

ARTICLE VII

HOLDER'S LISTS AND REPORTS BY TRUSTEE, BANK AND DEBENTURE GUARANTOR

SECTION 7.1. BANK TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Bank and the Debenture Guarantor will furnish or cause to be furnished
to the Trustee:

(a) semi-annually, on or before June 15 and December 15 of each year,
a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of a date not more than 15 days prior to
the delivery thereof, and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Bank or the Debenture Guarantor of any
such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished,

in each case to the extent such information is in the possession or control of
the corporation and has not otherwise been received by the Trustee in its
capacity as Securities Registrar.

SECTION 7.2. PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as

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provided in Section 7.1 and the names and addresses of Holders received by the
Trustee in its capacity as Securities Registrar. The Trustee may destroy any
list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

(b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Bank, the Debenture Guarantor and the Trustee that neither the Bank,
the Debenture Guarantor nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act.

SECTION 7.3. REPORTS BY TRUSTEE.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than 60 days after December 31 in
each calendar year, commencing with December 31, 1996.

(c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each securities exchange upon which any
Securities are listed and also with the Commission. The Bank will notify the
Trustee when any Securities are listed on any securities exchange.

SECTION 7.4. REPORTS BY BANK AND DEBENTURE GUARANTOR.

The Debenture Guarantor shall file with the Trustee and with the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act; PROVIDED that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is
required to be filed with the Commission. Upon the request of a Holder or
beneficial owner of a Security, the Bank shall, and at any time when the
Debenture Guarantor is not subject to Section 13 or 15(d) of the Exchange Act,
the Debenture Guarantor shall, promptly furnish Rule 144A Information, or cause
such information to be furnished, to such Holder or beneficial owner or to a
prospective purchaser of such Security designated by such Holder or beneficial
owner in order to permit compliance by such Holder or beneficial owner with Rule
144A under the Securities Act in connection with the resale of such Security by
such Holder or beneficial owner; PROVIDED, HOWEVER, that the Bank and the
Debenture Guarantor shall not

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be required to furnish such information at any time to a prospective purchaser
located outside the United States who is not a "U.S. person" within the meaning
of Regulation S under the Securities Act. The Bank and the Debenture Guarantor
also shall comply with the other provisions of Trust Indenture Act
Section 314(a).

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. BANK MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Bank shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Bank or
convey, transfer or lease its properties and assets substantially as an entirety
to the Bank, unless:

(1) if the Bank shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the corporation formed by such consolidation or into which the
Bank is merged or the Person that acquires by conveyance or transfer, or that
leases, the properties and assets of the Bank substantially as an entirety shall
be a corporation, partnership or trust organized and existing under the laws of
the United States of America or any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest
(including any Additional Interest) on all the Securities of every series and
the performance of every covenant of this Indenture on the part of the Bank to
be performed or observed;

(2) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would
constitute an Event of Default, shall have happened and be continuing; and

(3) the Bank has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and any such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee, subject to Section 6.1,
may rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 8.1.

SECTION 8.2. SUCCESSOR BANK SUBSTITUTED.

Upon any consolidation or merger by the Bank with or into any other Person,
or any conveyance, transfer or lease by the Bank of its properties and assets
substantially as an entirety to any Person in accordance with Section 8.1, the
successor corporation formed by

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such consolidation or into which the Bank is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Bank under this Indenture with the same
effect as if such successor Person had been named as the Bank herein; and in the
event of any such conveyance, transfer or lease the Bank shall be discharged
from all obligations and covenants under the Indenture and the Securities.

Such successor Person may cause to be executed, and may issue either in its
own name or in the name of the Bank, any or all of the Securities issuable
hereunder that theretofore shall not have been signed by the Bank and delivered
to the Trustee; and, upon the order of such successor Person instead of the Bank
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the Bank to
the Trustee for authentication pursuant to such provisions and any Securities
that such successor Person thereafter shall cause to be executed and delivered
to the Trustee on its behalf for the purpose pursuant to such provisions. All
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture.

In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

SECTION 8.3. DEBENTURE GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

The Debenture Guarantor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Debenture Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Debenture Guarantor, unless:

(1) if the Debenture Guarantor shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the corporation formed by such consolidation or into
which the Debenture Guarantor is merged or the Person that acquires by
conveyance or transfer, or that leases, the properties and assets of the
Debenture Guarantor substantially as an entirety shall be a corporation,
partnership or trust organized and existing under the laws of the United States
of America or any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual performance
of every obligation and covenant of this Indenture and the Guarantees on the
part of the Debenture Guarantor to be performed or observed with the same effect
as if such successor person had been named herein as guarantor of the Securities
in lieu of the Debenture Guarantor;

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(3) the Debenture Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with; and the Trustee, subject to
Section 6.1, may rely upon such Officers' Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 8.3.

SECTION 8.4. SUCCESSOR DEBENTURE GUARANTOR SUBSTITUTED.

Upon any consolidation or merger by the Debenture Guarantor with or into
any other Person, or any conveyance, transfer or lease by the Debenture
Guarantor of its properties and assets substantially as an entirety to any
Person in accordance with Section 8.3, the successor corporation formed by such
consolidation or into which the Debenture Guarantor is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Debenture Guarantor under this
Indenture and the Guarantees with the same effect as if such successor Person
had been named as the Debenture Guarantor herein; and in the event of any such
conveyance, transfer or lease the Debenture Guarantor shall be discharged from
all obligations and covenants under the Indenture and the Guarantees.

Such successor Person may cause to be executed, and may issue either in its
own name or in the name of the Debenture Guarantor, any or all of the Guarantees
issuable hereunder that theretofore shall not have been signed by the Debenture
Guarantor and delivered to the Trustee; and, upon the order of such successor
Person instead of the Debenture Guarantor and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Guarantees that previously shall have been
signed and delivered by the officers of the Debenture Guarantor to the Trustee
for authentication pursuant to such provisions and any Guarantees that such
successor Person thereafter shall cause to be executed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore or thereafter issued in
accordance with the terms of this Indenture.

In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Guarantees thereafter to be
issued as may be appropriate.

ARTICLE IX

SUPPLEMENTAL INDENTURES

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SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Bank and the Debenture Guarantor,
when authorized by respective Board Resolutions, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Bank or the
Debenture Guarantor, and the assumption by any such successor of the
covenants of the Bank or the Debenture Guarantor herein and in the
Securities or Guarantees contained; or

(2) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender any right or power herein conferred upon
the Bank; or

(3) to establish the form or terms of Securities of any series and any
related Guarantees as permitted by Sections 2.1 or 3.1; or

(4) to add to the covenants of the Bank or the Debenture Guarantor for
the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of the series specified) or to surrender any right or power herein
conferred upon the Bank or the Debenture Guarantor; or

(5) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included
solely for the benefit of the series specified); or

(6) to change or eliminate any of the provisions of this Indenture,
PROVIDED that any such change or elimination shall (a) become effective
only when there is no Security Outstanding of any series created prior to
the execution of such supplemental indenture that is entitled to the
benefit of such provision or (b) not apply to any Outstanding Securities;
or

(7) to cure any ambiguity, to correct or supplement any provision
herein that may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, PROVIDED that such action pursuant
to this clause (7) shall not adversely affect the interest of the Holders
of Securities of any series or any related Guarantees in any material
respect or, in the case of the Securities of a series issued to an Issuer
Trust or any related Guarantees and for so long as any of the corresponding
series of Capital Securities issued by such Issuer Trust shall remain
outstanding, the holders of such Capital Securities; or

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(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or

(9) to comply with the requirements of the Commission in order to
effect or maintain qualification of this Indenture under the Trust
Indenture Act.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Bank and the
Trustee, the Bank and the Debenture Guarantor, when authorized by respective
Board Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
and any related Guarantees under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of each series affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of
interest (including any Additional Interest) on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or

(2) reduce the percentage in aggregate principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.13 or
Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby;

PROVIDED, FURTHER, that, in the case of the Securities of a series issued to an
Issuer Trust, so long as any of the corresponding series of Capital Securities
issued by such Issuer Trust

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remains outstanding, (i) no such amendment shall be made that adversely affects
the holders of such Capital Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective, without
the prior consent of the holders of at least a majority of the aggregate
Liquidation Amount (as defined in the related Trust Agreement) of such Capital
Securities then outstanding unless and until the principal of (and premium, if
any, on) the Securities of such series and all accrued and (subject to
Section 3.8) unpaid interest (including any Additional Interest) thereon have
been paid in full, and (ii) no amendment shall be made to Section 5.8 of this
Indenture that would impair the rights of the holders of Capital Securities
issued by any Issuer Trust provided therein without the prior consent of the
holders of each such Capital Security then outstanding unless and until the
principal of (and premium, if any, on) the Securities of such series and all
accrued and (subject to Section 3.8) unpaid interest (including any Additional
Interest) thereon have been paid in full.

A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities or any corresponding
series of Capital Securities of an Issuer Trust that holds the Securities of any
series, or that modifies the rights of the Holders of Securities of such series
or holders of such Capital Securities of such corresponding series with respect
to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series or holders
of Capital Securities of any other such corresponding series.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing or accepting the additional trusts created by any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.4. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

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SECTION 9.5. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Bank, bear a notation in form approved by the Bank as to any matter provided
for in such supplemental indenture. If the Bank shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Bank,
to any such supplemental indenture may be prepared and executed by the Bank and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

ARTICLE X

COVENANTS OF THE BANK AND THE DEBENTURE GUARANTOR

SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Bank covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any) and
interest (including any Additional Interest) on the Securities of that series in
accordance with the terms of such Securities and this Indenture.

SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY.

The Bank will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Bank in respect of the Securities of that series and this Indenture may
be served. The Bank initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purposes. The Bank will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Bank shall fail to maintain such office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Bank hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

The Bank may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all of
such purposes, and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Bank of its obligation to maintain an

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office or agency in each Place of Payment for Securities of any series for such
purposes. The Bank will give prompt written notice to the Trustee of any such
designation and any change in the location of any such office or agency.

SECTION 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Bank shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal
of (and premium, if any, an) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

Whenever the Bank shall have one or more Paying Agents, it will, prior to
10:00 a.m., New York City time, on each due date of the principal of (or
premium, if any) or interest (including any Additional Interest) on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest (including any Additional Interest) so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal (and premium, if any) or interest (including any
Additional Interest), and (unless such Paying Agent is the Trustee) the Bank
will promptly notify the Trustee of its failure so to act.

The Bank will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

(1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest (including any Additional Interest) on the
Securities of a series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided;

(2) give the Trustee notice of any default by the Bank (or any other
obligor upon such Securities) in the making of any payment of principal
(and premium, if any) or interest (including any Additional Interest) in
respect of any Security of any Series;

(3) at any time during the continuance of any default with respect to
a series of Securities, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent with
respect to such series; and

(4) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent.

The Bank may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Bank Order
direct any Paying Agent to

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pay, to the Trustee all sums held in trust by the Bank or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Bank or such Paying Agent; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by
the Bank in trust for the payment of the principal of (and premium, if any) or
interest (including any Additional Interest) on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
on Bank Request to the Bank, or (if then held by the Bank) shall (unless
otherwise required by mandatory provision of applicable escheat or abandoned or
unclaimed property law) be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Bank for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Bank as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Bank cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Bank.

SECTION 10.4. STATEMENT AS TO COMPLIANCE.

The Bank and the Debenture Guarantor shall each deliver to the Trustee,
within 120 days after the end of each fiscal year of the Bank and the Debenture
Guarantor ending after the date hereof, an Officers' Certificate signed by the
chief executive officer, the chief financial officer or the principal accounting
officer, of the Bank and the Debenture Guarantor, respectively, covering the
preceding calendar year, stating whether or not to the best knowledge of the
signers thereof the Bank or the Debenture Guarantor is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Bank or the
Debenture Guarantor shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.4, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

SECTION 10.5. WAIVER OF CERTAIN COVENANTS.

Subject to the rights of holders of Capital Securities specified in
Section 9.2, if any, the Bank may omit in any particular instance to comply with
any covenant or condition provided pursuant to Section 3.1, 9.1(3) or 9.1(4)
with respect to the Securities of any series, if before or after the time for
such compliance the Holders of at least a majority in aggregate

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principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Bank in
respect of any such covenant or condition shall remain in full force and effect.

SECTION 10.6. ADDITIONAL SUMS.

In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the Outstanding Securities of such series,
and (ii) a Tax Event has occurred and is continuing in respect of such Issuer
Trust, the Bank shall pay to such Issuer Trust (and its permitted successors or
assigns under the related Trust Agreement) for so long as such Issuer Trust (or
its permitted successor or assignee) is the registered holder of the Outstanding
Securities of such series, such additional sums as may be necessary in order
that the amount of Distributions (including any Additional Amounts (as defined
in such Trust Agreement)) then due and payable by such Issuer Trust on the
related Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes arising from such Tax Event (the "ADDITIONAL
SUMS"). Whenever in this Indenture or the Securities there is a reference in any
context to the payment of principal of or interest on the Securities, such
mention shall be deemed to include mention of the payments of the Additional
Sums provided for in this paragraph to the extent that, in such context,
Additional Sums are, were or would be payable in respect thereof pursuant to the
provisions of this paragraph and express mention of the payment of Additional
Sums (if applicable) in any provisions hereof shall not be construed as
excluding Additional Sums in those provisions hereof where such express mention
is not made; PROVIDED, HOWEVER, that the deferral of the payment of interest
pursuant to Section 3.12 or the Securities shall not defer the payment of any
Additional Sums that may be due and payable.

SECTION 10.7. ADDITIONAL COVENANTS.

Each of the Bank and the Debenture Guarantor covenants and agrees with each
Holder of Securities of each series that it shall not (x) declare or pay any
dividends or distributions on, or redeem purchase, acquire or make a liquidation
payment with respect to, any shares of the capital stock of the Bank or the
Debenture Guarantor, or (y) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Bank or the Debenture Guarantor that rank PARI PASSU in all respects with or
junior in interest to the Securities of such series and the Guarantee relating
to such Series, respectively (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Bank or the Debenture Guarantor
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend

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reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Bank or the Debenture Guarantor (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Bank's or the Debenture Guarantor's capital stock (or any capital stock of a
Subsidiary of the Bank or the Debenture Guarantor) for any class or series of
the Bank's or the Debenture Guarantor's capital stock or of any class or series
of the Bank's or the Debenture Guarantor's indebtedness for any class or series
of the Bank's or the Debenture Guarantor's capital stock, (c) the purchase of
fractional interests in shares of the Bank's or the Debenture Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks PARI PASSU with or junior to such stock) if at
such time (i) there shall have occurred any event (A) of which the Bank or the
Debenture Guarantor has actual knowledge that with the giving of notice or the
lapse of time, or both, would constitute an Event of Default with respect to the
Securities of such series, and (B) which the Bank or the Debenture Guarantor
shall not have taken reasonable steps to cure, (ii) if the Securities of such
series are held by an Issuer Trust, the Bank shall be in default with respect to
its payment of any obligations under the Guarantee Agreement relating to the
Capital Securities issued by such Issuer Trust, or (iii) the Bank shall have
given notice of its election to begin an Extension Period with respect to the
Securities of such series as provided herein and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.

The Bank also covenants with each Holder of Securities of a series issued
to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common
Securities of such Issuer Trust, PROVIDED that any permitted successor of the
Bank hereunder may succeed to the Bank's ownership of such Common Securities,
(ii) as holder of such Common Securities, not to voluntarily terminate, wind-up
or liquidate such Issuer Trust, other than (a) in connection with a distribution
of the Securities of such series to the holders of the related Capital
Securities in liquidation of such Issuer Trust, or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the related Trust
Agreement, and (iii) to use its reasonable efforts, consistent with the terms
and provisions of such Trust Agreement, to cause such Issuer Trust to continue
not to be taxable as a corporation for United States federal income tax
purposes.

SECTION 10.8. ORIGINAL ISSUE DISCOUNT.

For each year during which any Securities that were issued with original
issue discount are Outstanding, the Bank shall furnish to each Paying Agent in a
timely fashion such information as may be reasonably requested by each Paying
Agent in order that each Paying Agent may prepare the information which it is
required to report for such year on

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Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information shall include the
amount of original issue discount includible in income for each $1,000 of
principal amount at Stated Maturity of outstanding Securities during such year.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.1 APPLICABILITY OF THIS ARTICLE.

Redemption of Securities of any series (whether by operation of a sinking
fund or otherwise) as permitted or required by any form of Security issued
pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; PROVIDED, HOWEVER, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form of Security for such series, each Security of a series shall be
subject to partial redemption only in the amount of $1,000 or any integral
multiples thereof.

SECTION 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Bank to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Bank, the Bank shall, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee and, in
the case of Securities of a series held by an Issuer Trust, the Property Trustee
under the related Trust Agreement, of such date and of the principal amount of
Securities of the applicable series to be redeemed and provide the additional
information required to be included in the notice or notices contemplated by
Section 11.4; PROVIDED that in the case of any series of Securities initially
issued to an Issuer Trust, for so long as such Securities are held by such
Issuer Trust, such notice shall be given not less than 45 nor more than 75 days
prior to such Redemption Date (unless a shorter notice shall be satisfactory to
the Property Trustee under the related Trust Agreement). In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Bank shall furnish the
Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

SECTION 11.3. SELECTION OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security

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of such series, PROVIDED that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.

The Trustee shall promptly notify the Bank in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.

SECTION 11.4. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
the address of such Holder as it appears in the Securities Register, PROVIDED
that in the case of any series of Securities initially issued to an Issuer
Trust, for so long as such Securities are held by such Issuer Trust, such notice
shall be given not less than 45 nor more than 75 days prior to such Redemption
Date (unless a shorter notice shall be satisfactory to the Property Trustee
under the related Trust Agreement).

With respect to Securities of each series to be redeemed, each notice of
redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price or, if the Redemption Price cannot be calculated
prior to the time the notice is required to be sent, the estimate of the
Redemption Price together with a statement that it is an estimate and that the
actual Redemption Price will be calculated on the third Business Day prior to
the Redemption Date (and if an estimate is provided, a further notice shall be
sent of the actual Redemption Price on the date that such Redemption Price is
calculated);

(c) if less than all Outstanding Securities of such particular series are
to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Securities to be redeemed;

(d) that on the Redemption Date, the Redemption Price will become due and
payable upon each such Security or portion thereof, and that interest (including
any Additional Interest) thereon, if any, shall cease to accrue on and after
said date;

(e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price;

(f) that the redemption is for a sinking fund, if such is the case;

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(g) such other provisions as may be required in respect of the terms of a
particular series of Securities.

Notice of redemption of Securities to be redeemed at the election of the
Bank shall be given by the Bank or, at the Bank's request, by the Trustee in the
name and at the expense of the Bank and shall be irrevocable. The notice if
mailed in the manner provided above shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice. In any case, a
failure to give such notice by mail or any defect in the notice to the Holder of
any Security designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security.

SECTION 11.5. DEPOSIT OF REDEMPTION PRICE.

Prior to 10:00 a.m., New York City time, on the Redemption Date specified
in the notice of redemption given as provided in Section 11.4, the Bank will
deposit with the Trustee or with one or more Paying Agents (or if the Bank is
acting as its own Paying Agent, the Bank will segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and any accrued interest (including any Additional Interest) on, all
the Securities (or portions thereof) that are to be redeemed on that date.

SECTION 11.6. PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Bank at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date;
PROVIDED, HOWEVER, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest (including any Additional Interest) whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their
terms and the provisions of Section 3.8.

Upon presentation of any Security redeemed in part only, the Bank shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Bank, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.

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If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium, if any, on such Security
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 11.7. RIGHT OF REDEMPTION OF SECURITIES INITIALLY ISSUED TO AN
ISSUER TRUST.

In the case of the Securities of a series initially issued to an Issuer
Trust, except as otherwise specified as contemplated by Section 3.1, the Bank,
at its option, may redeem such Securities (i) on or after the date specified in
such Security, in whole at any time or in part from time to time, or (ii) upon
the occurrence and during the continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event, at any time within 90 days following the
occurrence and during the continuation of such Tax Event, Investment Company
Event or Capital Treatment Event, in whole (but not in part), in each case at a
Redemption Price specified in such Security, together with accrued interest
(including any Additional Interest) to the Redemption Date.

If less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such redemption shall be sufficient to satisfy any provisions of the
Trust Agreement related to the Issuer Trust to which such Securities were
issued, including any requirement in such Trust Agreement as to the minimum
Liquidation Amount (as defined in such Trust Agreement) of Capital Securities
that may be held by a holder of Capital Securities thereunder.

ARTICLE XII

SINKING FUNDS

SECTION 12.1. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT", and any sinking fund payment in excess of such minimum amount that is
permitted to be made by the terms of such Securities of any series is herein
referred to as an "OPTIONAL SINKING FUND PAYMENT". If provided for by the terms
of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of such Securities.

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SECTION 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Bank may at its option, at
any time no more than 16 months and no less than 45 days prior to the date on
which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Bank, except Securities of
such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Bank Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Bank by way of bona fide sale or other negotiation for value;
PROVIDED that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the redemption price for such Securities, as
specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Bank will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to
Section 3.1) and the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and will also
deliver to the Trustee any Securities to be so delivered. Such Officers'
Certificate shall be irrevocable and upon its delivery the Bank shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Bank to deliver such Officers' Certificate (or, as required by this
Indenture, the Securities and coupons, if any, specified in such Officers'
Certificate) by the due date therefor, the sinking fund payment due on the
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Securities of
such series subject to a mandatory sinking fund payment without the right to
deliver or credit securities as provided in Section 12.2 and without the right
to make the optional sinking fund payment with respect to such series at such
time.

Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any particular series shall be applied by the Trustee (or
by the Bank if the Bank is acting as its own Paying Agent) on the sinking fund
payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Securities of such
series at the Redemption Price specified in such Securities with respect to the
sinking fund. Any sinking fund moneys not so applied or allocated by the Trustee
(or, if

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the Bank is acting as its own Paying Agent, segregated and held in trust by the
Bank as provided in Section 10.3) for such series and together with such payment
(or such amount so segregated) shall be applied in accordance with the
provisions of this Section 12.3. Any and all sinking fund moneys with respect to
the Securities of any particular series held by the Trustee (or if the Bank is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 10.3) on the last sinking fund payment date with respect to Securities
of such series and not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Bank if the
Bank is acting as its own Paying Agent), together with other moneys, if
necessary, to be deposited (or segregated) sufficient for the purpose, to the
payment of the principal of the Securities of such series at Maturity. The
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Bank in
the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6. On or before each sinking fund payment date, the Bank
shall pay to the Trustee (or, if the Bank is acting as its own Paying Agent, the
Bank shall segregate and hold in trust as provided in Section 10.3) in cash a
sum in the currency in which Securities of such series are payable (except as
provided pursuant to Section 3.1) equal to the principal (and premium, if any)
and any interest (including any Additional Interest) accrued to the Redemption
Date for Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 12.3.

Neither the Trustee nor the Bank shall redeem any Securities of a series
with sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Securities of such series or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series,
except that if the notice of redemption shall have been provided in accordance
with the provisions hereof, the Trustee (or the Bank, if the Bank is then acting
as its own Paying Agent) shall redeem such Securities if cash sufficient for
that purpose shall be deposited with the Trustee (or segregated by the Bank) for
that purpose in accordance with the terms of this Article XII. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter paid into
such sinking fund shall, during the continuance of such default or Event of
Default, be held as security for the payment of the Securities and coupons, if
any, of such series; PROVIDED, HOWEVER, that in case such default or Event of
Default shall have been cured or waived herein, such moneys shall thereafter be
applied on the next sinking fund payment date for the Securities of such series
on which such moneys may be applied pursuant to the provisions of this
Section 12.3.

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ARTICLE XIII

SUBORDINATION OF SECURITIES

SECTION 13.1. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Bank covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities of each and every series are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness.

SECTION 13.2. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT; PAYMENT OVER
OF PROCEEDS UPON DISSOLUTION, ETC.

If the Bank shall default in the payment of any principal of (or premium,
if any) or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Bank by the holders of Senior Indebtedness or any trustee therefor, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
(or premium, if any) or interest (including any Additional Interest) on any of
the Securities, or in respect of any redemption, repayment, retirement, purchase
or other acquisition of any of the Securities.

In the event of (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceedings relating
to the Bank, its creditors or its property, (b) any proceeding for the
liquidation, dissolution or other winding up of the Bank, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(c) any assignment by the Bank for the benefit of creditors or (d) any other
marshalling of the assets of the Bank (each such event, if any, herein sometimes
referred to as a "PROCEEDING"), all Senior Indebtedness (including any interest
thereon accruing after the commencement of any such proceedings) shall first be
paid in full before any payment or distribution, whether in cash, securities or
other property, shall be made to any Holder of any of the Securities on account
thereof. Any payment or distribution, whether in cash, securities or other
property (other than securities of the Bank or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities of any series shall be paid or
delivered directly to the holders of Senior Indebtedness in accordance with the
priorities

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then existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any Proceeding) shall have
been paid in full.

In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of the Securities, together
with the holders of any obligations of the Bank ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the Bank
the amounts at the time due and owing on account of unpaid principal of (and
premium, if any) and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Bank ranking junior to the Securities and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Bank or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior Indebtedness shall have been paid in full, such
payment or distribution or security shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Senior Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.

The Trustee and the Holders shall take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness or consent to the filing of a financing statement with respect
hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

The provisions of this Section 13.2 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Bank in respect of any
security interest the creation of which is not prohibited by the provisions of
this Indenture.

The securing of any obligations of the Bank, otherwise ranking on a parity
with the Securities or ranking junior to the Securities, shall not be deemed to
prevent such obligations from constituting, respectively, obligations ranking on
a parity with the Securities or ranking junior to the Securities.

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SECTION 13.3. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Bank, at any time, except during the
pendency of the conditions described in the first paragraph of Section 13.2 or
of any Proceeding referred to in Section 13.2, from making payments at any time
of principal of (and premium, if any) or interest (including any Additional
Interest) on the Securities, or (b) the application by the Trustee of any moneys
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

SECTION 13.4. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all amounts due or to become due on all
Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Bank that by its express terms is subordinated to
Senior Indebtedness of the Bank to substantially the same extent as the
Securities are subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Indebtedness) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the Bank, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the Bank to or on
account of the Senior Indebtedness.

SECTION 13.5. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Bank and the Holders of the Securities, the
obligations of the Bank, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest
(including any Additional Interest) on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Bank

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of the Holders of the Securities and creditors of the Bank other than their
rights in relation to the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly provided
herein, the holder of any Capital Security) from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
including filing and voting claims in any Proceeding, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

SECTION 13.6. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.

SECTION 13.7. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Bank or
by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Bank with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
be otherwise charged with.

Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series, without incurring responsibility to such Holders of the
Securities and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of such Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Bank and any other Person.

SECTION 13.8. NOTICE TO TRUSTEE.

The Bank shall give prompt written notice to the Trustee of any fact known
to the Bank that would prohibit the making of any payment to or by the Trustee
in respect of the Securities. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment to or by the Trustee in respect of the Securities,

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unless and until the Trustee shall have received written notice thereof from the
Bank or a holder of Senior Indebtedness or from any trustee, agent or
representative therefor; PROVIDED, HOWEVER, that if the Trustee shall not have
received the notice provided for in this Section at least two Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, the payment of the principal of (and premium, if
any, on) or interest (including any Additional Interest) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
or herself to be a holder of Senior Indebtedness (or a trustee or attorney-in-
fact therefor) to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee or attorney-in-fact therefor). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

SECTION 13.9. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

Upon any payment or distribution of assets of the Bank referred to in this
Article, the Trustee, subject to the provisions of Section 6.1, and the Holders
of the Securities shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which such Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Bank, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

SECTION 13.10. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Bank or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

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SECTION 13.11. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness that may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

SECTION 13.12. ARTICLE APPLICABLE TO PAYING AGENTS.

If at any time any Paying Agent other than the Trustee shall have been
appointed by the Bank and be then acting hereunder, the term "TRUSTEE" as used
in this Article shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.

ARTICLE XIV

GUARANTEE OF SECURITIES

SECTION 14.1. APPLICABILITY OF ARTICLE; GUARANTEE.

If, pursuant to Section 3.1, provision is made for the Guarantee of the
Securities of any series by the Debenture Guarantor, then the provisions of this
Article XIV, and Article XV, if applicable, with such modifications thereto as
may be specified pursuant to Section 3.1 with respect to any Securities, shall
apply to such Securities. The Debenture Guarantor hereby fully and
unconditionally guarantees to each Holder of a Security of each series
authenticated and delivered by the Trustee the due and punctual payment of the
principal (including any amount due in respect of original issue discount) of
and any premium and interest on such Security (and any Additional Amounts
payable by the Bank in respect thereof), and the due and punctual payment of any
sinking fund payments provided for pursuant to terms of such Security, when and
as the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Security and of this Indenture, regardless of any
defense, right of set-off or counterclaim that the Debenture Guarantor may have
or assert, except the defense of payment. The Debenture Guarantor's obligation
to make a payment under this Article XIV may be satisfied by direct payment of
the required amounts by the Debenture Guarantor to the Holders or by causing the
Bank to pay such amounts to the Holders.

No past, present or future stockholder, officer, director, employee or
incorporator of the Debenture Guarantor shall have any personal liability under
the Guarantee

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set forth in this Section 14.1 by reason of his or its status as such
stockholder, officer, director, employee or incorporator.

The Guarantee set forth in this Section 14.1 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of authentication on such Security shall have been authenticated by
or on behalf of the Trustee by manual signature.

SECTION 14.2. WAIVER OF NOTICE AND DEMAND.

The Debenture 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 Bank,
the Trustee or any other Person before proceeding against the Debenture
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

SECTION 14.3. DEBENTURE GUARANTOR OBLIGATIONS NOT AFFECTED.

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

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Bank of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Bank;

(b) the extension of time for the payment by the Bank of all or any
portion of the interest on the Securities (other than an extension of time
for payment of interest as permitted by Section 3.12 of this Indenture),
the Redemption Price 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;

(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Securities, or
any action on the part of the Bank granting indulgence or extension of any
kind;

(d) the voluntary or involuntary liquidation, dissolution,
receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Bank or any of the assets
of the Bank;

(e) any invalidity of, or defect or deficiency in, the Securities;

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(f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Article
XIV that the obligations of the Debenture Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

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

SECTION 14.4. EXECUTION OF GUARANTEE.

To evidence its guarantee to the Holders specified in Section 14.1,
the Debenture Guarantor hereby agrees to execute the notation of the Guarantee
in substantially the form set forth in Section 2.6 to be endorsed on each
Security authenticated and delivered by the Trustee. The Debenture Guarantor
hereby agrees that its Guarantee set forth in Section 14.1 shall remain in full
force and effect notwithstanding any failure to endorse on each Security a
notation of such Guarantee. Each such notation of the Guarantee shall be signed
on behalf of the Debenture Guarantor, by a director or officer, prior to the
authentication of the Security on which it is endorsed, and the delivery of such
Security by the Trustee, after the due authentication thereof by the Trustee
hereunder, shall constitute due delivery of the Guarantee on behalf of the
Debenture Guarantor. Such signature upon the notation of the Guarantee may be a
manual or facsimile signature of any present, past or future such director or
officer and may be imprinted or otherwise reproduced below the notation of the
Guarantee, and in case any such director or officer who shall have signed the
notation of the Guarantee shall cease to be such director or officer before the
Security on which such notation is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Bank, such Security nevertheless
may be authenticated and delivered or disposed of as though the person who
signed the notation of the Guarantee had not ceased to be such director or
officer of the Debenture Guarantor.

SECTION 14.5. SUBROGATION.

The Debenture Guarantor shall be subrogated to all rights (if any) of the
Holders against the Bank in respect of any amounts paid to the Holders by the
Debenture Guarantor under this Article XIV with respect to any series of
Securities; PROVIDED, HOWEVER, that the Debenture Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Article XIV with respect to a series of Securities if, at the time of any such
payment, any amounts are due and unpaid under such series of Securities. If any
amount shall be paid to the Debenture Guarantor in violation of the preceding
sentence, the Debenture Guarantor

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agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.

SECTION 14.6. INDEPENDENT OBLIGATIONS.

The Debenture Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Bank with respect to the Securities and
that the Debenture Guarantor shall be liable as principal and as debtor
hereunder to make payments pursuant to the terms of the Securities
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 14.3 hereof.

ARTICLE XV

SUBORDINATION OF GUARANTEE

SECTION 15.1. APPLICABILITY OF ARTICLE; SUBORDINATION OF GUARANTEE.

If, pursuant to Section 3.1, provision is made for the Guarantee of the
Securities of any series pursuant to Article XIV then the provisions of this
Article XV (with such modifications thereto as may be specified pursuant to
Section 3.1 with respect to any Securities), shall be applicable to such
Securities and Guarantees. The Debenture Guarantor covenants and agrees, and
each Holder of a Security, by its acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this
Article, all payments in respect of the Guarantee shall be are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Guarantor Senior Indebtedness.

SECTION 15.2. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT; PAYMENT OVER
OF PROCEEDS UPON DISSOLUTION, ETC.

If the Debenture Guarantor shall default in the payment of any principal of
(or premium, if any) or interest on any Guarantor Senior Indebtedness when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Debenture Guarantor by the holders of Guarantor
Senior Indebtedness or any trustee therefor, unless and until such default shall
have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made in respect of the Guarantee.

In the event of (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceedings relating
to the Debenture Guarantor, its creditors or its property, (b) any proceeding
for the liquidation, dissolution or other winding up of the Debenture Guarantor,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (c) any assignment by the Debenture Guarantor for the benefit of
creditors or (d) any other marshalling of the assets of

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the Debenture Guarantor (each such event, if any, herein sometimes referred to
as a "GUARANTOR PROCEEDING"), all Guarantor Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made in respect of the Guarantee. Any
payment or distribution, whether in cash, securities or other property (other
than securities of the Debenture Guarantor or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in these subordination provisions with respect
to the Guarantee, to the payment of all Guarantor Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Guarantee
shall be paid or delivered directly to the holders of Guarantor Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Guarantor Senior Indebtedness (including any interest thereon accruing
after the commencement of any Guarantor Proceeding) shall have been paid in
full.

In the event of any Guarantor Proceeding, after payment in full of all sums
owing with respect to Guarantor Senior Indebtedness, the Holders of the
Securities, together with the holders of any obligations of the Debenture
Guarantor ranking on a parity with the Guarantee, shall be entitled to be paid
from the remaining assets of the Debenture Guarantor the amounts at the time due
and owing in respect of the Guarantee and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Debenture
Guarantor ranking junior to the Guarantee and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Debenture Guarantor or any other corporation provided for by a
plan of reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in these subordination provisions with respect to
the Guarantee, to the payment of all Guarantor Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Guarantor
Senior Indebtedness shall have been paid in full, such payment or distribution
or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Guarantor Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Guarantor
Senior Indebtedness remaining unpaid, to the extent necessary to pay all such
Guarantor Senior Indebtedness in full. In the event of the failure of the
Trustee or any Holder to endorse or assign any such payment, distribution or
security, each holder of Guarantor Senior Indebtedness is hereby irrevocably
authorized to endorse or assign the same.

The Trustee and the Holders shall take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of
Guarantor Senior Indebtedness or consent to the filing of a financing statement
with respect hereto) as may, in the opinion of counsel designated by the holders
of a majority in principal amount of the Guarantor Senior

-91-
<PAGE>

Indebtedness at the time outstanding, be necessary or appropriate to assure the
effectiveness of the subordination effected by these provisions.

The provisions of this Section 15.2 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Debenture Guarantor in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

The securing of any obligations of the Guarantor, otherwise ranking on a
parity with the Guarantee or ranking junior to the Guarantee, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Guarantee or ranking junior to the Guarantee.

SECTION 15.3. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Debenture Guarantor, at any time, except
during the pendency of the conditions described in the first paragraph of
Section 15.2 or of any Guarantor Proceeding referred to in Section 15.2, from
making payments at any time in respect of the Guarantee, or (b) the application
by the Trustee of any moneys deposited with it hereunder to the payment of
amounts payable in respect of the Guarantee or the retention of such payment by
the Holders, if, at the time of such application by the Trustee, a Responsible
Officer of the Trustee did not have actual knowledge that such payment would
have been prohibited by the provisions of this Article.

SECTION 15.4. SUBROGATION TO RIGHTS OF HOLDERS OF GUARANTOR SENIOR
INDEBTEDNESS.

Subject to the payment in full of all amounts due or to become due on all
Guarantor Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Guarantor
Senior Indebtedness, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Guarantor
Senior Indebtedness pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of the Debenture Guarantor that by
its express terms is subordinated to Guarantor Senior Indebtedness to
substantially the same extent as the Guarantee is subordinated to the Guarantor
Senior Indebtedness and is entitled to like rights of subrogation by reason of
any payments or distributions made to holders of such Guarantor Senior
Indebtedness) to the rights of the holders of such Guarantor Senior Indebtedness
to receive payments and distributions of cash, property and securities
applicable to the Guarantor Senior Indebtedness until all amounts payable in
respect of the Guarantee shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Guarantor Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Guarantor Senior Indebtedness by Holders of the Securities or the
Trustee, shall, as among the Debenture Guarantor, its creditors other than
holders of Guarantor Senior

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<PAGE>

Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Debenture Guarantor to or on account of the Guarantor Senior
Indebtedness.

SECTION 15.5. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Guarantor Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities or
the Guarantees is intended to or shall (a) impair, as between the Debenture
Guarantor and the Holders of the Securities, the obligations of the Debenture
Guarantor, which are absolute and unconditional, to pay to the Holders of the
Securities all amounts payable in respect of the Guarantee as and when the same
shall become due and payable in accordance with its terms; or (b) affect the
relative rights against the Debenture Guarantor of the Holders of the Securities
and creditors of the Debenture Guarantor other than their rights in relation to
the holders of Guarantor Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Security (or to the extent expressly provided herein, the holder
of any Capital Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Guarantor Proceeding, subject to the rights, if any, under this
Article of the holders of Guarantor Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

SECTION 15.6. TRUSTEE TO EFFECTUATE SUBORDINATION.

SECTION 15.7. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Guarantor Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Debenture Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Debenture Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Guarantor Senior Indebtedness may, at any time and
from to time, without the consent of or notice to the Trustee or the Holders of
the Securities of any series, without incurring responsibility to such Holders
of the Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of such Holders of the Securities
to the holders of Guarantor Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment

-93-
<PAGE>

of, or renew or alter, Guarantor Senior Indebtedness, or otherwise amend or
supplement in any manner Guarantor Senior Indebtedness or any instrument
evidencing the same or any agreement under which Guarantor Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of Guarantor
Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Debenture Guarantor and any other Person.

SECTION 15.8. NOTICE TO TRUSTEE.

The Debenture Guarantor shall give prompt written notice to the Trustee of
any fact known to the Debenture Guarantor that would prohibit the making of any
payment to or by the Trustee in respect of the Guarantee. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment to or by the Trustee in respect of the
Guarantee, unless and until the Trustee shall have received written notice
thereof from the Debenture Guarantor or a holder of Guarantor Senior
Indebtedness or from any trustee, agent or representative therefor; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such monies and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
or herself to be a holder of Guarantor Senior Indebtedness (or a trustee or
attorney-in-fact therefor) to establish that such notice has been given by a
holder of Guarantor Senior Indebtedness (or a trustee or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 15.9. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

Upon any payment or distribution of assets of the Debenture Guarantor
referred to in this Article, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
Guarantor Proceeding is pending, or a certificate of the

-94-
<PAGE>

trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Guarantor Senior Indebtedness and other
indebtedness of the Debenture Guarantor, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

SECTION 15.10. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness
and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the Debenture Guarantor or
to any other Person cash, property or securities to which any holders of
Guarantor Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

SECTION 15.11. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Guarantor Senior Indebtedness that
may at any time be held by it, to the same extent as any other holder of
Guarantor Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

* * * *

-95-
<PAGE>

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

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

ZIONS FIRST NATIONAL BANK

By: /s/ Dale Gibbons
------------------------------------
Name: Dale Gibbons
Title: Chief Financial Officer

ZIONS BANCORPORATION,
as Debenture Guarantor

By: /s/ Dale Gibbons
------------------------------------
Name: Dale Gibbons
Title: Chief Financial Officer

CHEMICAL TRUST COMPANY
OF CALIFORNIA,
as Trustee

By: /s/ Hank Helley
------------------------------------
Name: Hank H. Helley
Title: Assistant Vice President

-96-
<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Dale
Gibbons, to me known, who, being by me duly sworn, did depose and say that he
is Chief Financial Officer of Zions Bancorporation, one of the associations
described in and which executed the foregoing instrument; that he knows
the seal of said association; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said association; and that he signed his name thereto by like
authority.

/s/ Laurie S. Hart

Notary Public

-97-
<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Dale
Gibbons, to me known, who, being by me duly sworn, did depose and say that
he is Chief Financial Officer of Zions First National Bank one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

/s/ Laurie S. Hart

Notary Public

-98-
<PAGE>

STATE OF CALIFORNIA )
: ss.:
COUNTY OF SAN FRANCISCO )

On the 24th day of December 1996, before me personally came Hans H.
Helley, to me known, who, being by me duly sworn, did depose and say that he
is Assistant Vice President of Chemical Trust Company of California, one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

/s/ Arnel Villanueva

Notary Public

-99-
<PAGE>

Exhibit A

[Form of Restricted Securities Certificate]

RESTRICTED SECURITIES CERTIFICATE

(For transfers pursuant to Section 3.6(b) of
the Indenture referred to below)

Chemical Trust Company of California,
as Securities Registrar
101 California Street, Suite 2725
San Francisco, California 94111

Re: [TITLE OF SECURITIES] of Zions Bancorporation (the "SECURITIES")

Reference is made to the Junior Subordinated Indenture, dated as of
December 26, 1996 (the "INDENTURE"), among Zions First National Bank, a national
banking association, Zions Bancorporation, a Utah corporation, and Chemical
Trust Company of California, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S, Rule 144A or Rule 144 under the U.S. Securities
Act of 1933 (the "SECURITIES ACT") are used herein as so defined.

This certificate relates to $_____________ aggregate principal amount
of Securities, which are evidenced by the following certificate(s) (the
"SPECIFIED SECURITIES"):

CUSIP No(s). ___________________________

CERTIFICATE No(s). _____________________

CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one)

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through a Depositary (except in the name of the "The Depository Trust Company")
or an

A-1
<PAGE>

Agent Member in the name of the Undersigned, as or on behalf of the
Owner. If the Specified Securities are not represented by a Global Security,
they are registered in the name of the Undersigned, as or on behalf of the
Owner.

The Owner has requested that the Specified Securities be transferred
to a person (the "TRANSFEREE") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A, Rule 904 of Regulation S or Rule 144 under the
Securities Act and all applicable securities laws of the states of the United
States and other jurisdictions. Accordingly, the Owner hereby further certifies
as:

(1) RULE 144A TRANSFERS. If the transfer is being effected in
accordance with Rule 144A:

(A) the Specified Securities are being transferred to a person
that the Owner and any person acting on its behalf reasonably believe
is a "QUALIFIED INSTITUTIONAL BUYER" within the meaning of Rule 144A,
acquiring for its own account or for the account of a qualified
institutional buyer; and

(B) the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner
may be relying on Rule 144A in connection with the transfer; and

(2) RULE 904 TRANSFERS. If the transfer is being effected in
accordance with Rule 904:

(A) the Owner is not a distributor of the Securities, an
affiliate of the Bank or any such distributor or a person acting in
behalf of any of the foregoing;

(B) the offer of the Specified Securities was not made to a
person in the United States;

(i) at the time the buy order was originated, the
Transferee was outside the United States or the Owner and any
person acting on its behalf reasonably believed that the
Transferee was outside the United States, or

A-2
<PAGE>

(ii) the transaction is being executed in, on or through the
facilities of the Eurobond market, as regulated by the
Association of International Bond Dealers, or another designated
offshore securities market and neither the Owner nor any person
acting on its behalf knows that the transaction has been
prearranged with a buyer in the United States;

(D) no directed selling efforts have been made in the United
States by or on behalf of the Owner or any affiliate thereof; and

(E) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities act.

(3) RULE 144 TRANSFERS. If the transfer is being effected pursuant
to Rule 144:

(A) the transfer is occurring after a holding period of at least
two years (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the date the Specified Securities were acquired from the
Bank or from an affiliate (as such term is defined in Rule 144) of the
Bank, whichever is later, and is being effected in accordance with the
applicable amount, manner of sale and notice requirements of
paragraphs (e), (f) and (h) of Rule 144;

(B) the transfer is occurring after a holding period by the
Owner of at least three years has elapsed since the date the Specified
Securities were acquired from the Bank or from an affiliate (as such
term is defined in Rule 144) of the Bank, whichever is later, and the
Owner is not, and during the preceding three months has not been, an
affiliate of the Bank; or

(C) the Owner is a qualified institutional buyer within the
meaning of Rule 144a, and is transferring the Securities to an
institution that is an "ACCREDITED INVESTOR" within the meaning of
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act in a transaction exempt from the registration requirements of the
Securities Act.

A-3
<PAGE>

This certificate and the statements contained herein are made for your
benefit and the benefit of the Bank and the "INITIAL PURCHASER" (as defined in
the Trust Agreement relating to the Issuer Trust to which the Securities were
initially issued).

Dated: ____________________________________________________
(Print the name of the Undersigned, as such term is
defined in the second paragraph of this certificate.)

By:___________________________________________________
Name:
Title:

(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf of
the Undersigned must be stated.)

A-4

<PAGE>

RESTATED CERTIFICATE OF TRUST

ZIONS INSTITUTIONAL CAPITAL A

THIS Restated Certificate of Trust of Zions Institutional Capital A (the
"Trust"), dated as of December 23, 1996, is being duly executed and filed by the
undersigned, as trustee, to restate the original Certificate of Trust of the
Trust, which was filed on December 18, 1996, with the Secretary of State of the
State of Delaware (the "Certificate") to create a business trust under the
Delaware Business Trust Act (12 DEL.C. SECTION 3801, ET SEQ.).

The Certificate is hereby restated in its entirety to read as follows:

1. NAME. The name of the business trust being created hereby is Zions
Institutional Capital Trust A.

2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust in the State of Delaware are Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, Delaware 19801.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon
its filing with the Secretary of State.

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Restated Certificate of Trust as of the date first-
above written.

CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely as
trustee of the Trust

By: /s/ John J. Cashn
------------------------------------
Name: JOHN J. CASHN
Title: SENIOR TRUST OFFICER

<PAGE>

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

AMENDED AND RESTATED TRUST AGREEMENT

AMONG

ZIONS FIRST NATIONAL BANK
AS DEPOSITOR

CHEMICAL TRUST COMPANY OF CALIFORNIA,
AS PROPERTY TRUSTEE

CHASE MANHATTAN BANK DELAWARE,
AS DELAWARE TRUSTEE

and the Administrative Trustees Named Herein

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

Dated as of December 26, 1996

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

ZIONS INSTITUTIONAL CAPITAL TRUST A

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

<PAGE>

ZIONS INSTITUTIONAL CAPITAL TRUST A

Certain Sections of this Trust Agreement,
which by agreement relate to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

Trust Indenture Trust Agreement
Act Section Section
- --------------- ---------------
310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . 8.7
(a)(2) . . . . . . . . . . . . . . . . . . . . . . 8.7
(a)(3) . . . . . . . . . . . . . . . . . . . . . . 8.9
(a)(4) . . . . . . . . . . . . . . . . . . . . . . 2.7(a)(ii)(E)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.8
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.13
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . 5.8
(b) . . . . . . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . . . . . . 5.8
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . 8.15(a)
(a)(4) . . . . . . . . . . . . . . . . . . . . . . 8.15(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.15(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 10.8
(d) . . . . . . . . . . . . . . . . . . . . . . . . 8.15(c)
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . 8.16
(b) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . 8.17
(c)(2) . . . . . . . . . . . . . . . . . . . . . . 8.17
(c)(3) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . 1.1, 8.17
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a), 8.3(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.2, 10.8
(c) . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 8.1, 8.3
(e) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
316 (a) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(c) . . . . . . . . . . . . . . . . . . . . . . . . 6.7
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . 5.10
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . 10.10
- ---------------
Note: This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Trust Agreement.

<PAGE>

TABLE OF CONTENTS

ARTICLE I.

DEFINED TERMS

SECTION 1.1. DEFINITIONS................................................... 2

ARTICLE II.

CONTINUATION OF THE ISSUER TRUST

SECTION 2.1. NAME.......................................................... 13
SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS... 13
SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES 13
SECTION 2.4. ISSUANCE OF THE CAPITAL SECURITIES............................ 13
SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
DEBENTURES.................................................... 14
SECTION 2.6. DECLARATION OF TRUST.......................................... 14
SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.............. 15
SECTION 2.8. ASSETS OF TRUST............................................... 18
SECTION 2.9. TITLE TO TRUST PROPERTY....................................... 18

ARTICLE III.

Payment Account

SECTION 3.1. PAYMENT ACCOUNT............................................... 19

ARTICLE IV.

Distributions; Redemption

SECTION 4.1. DISTRIBUTIONS................................................. 19
SECTION 4.2. REDEMPTION.................................................... 20

<PAGE>

SECTION 4.3. SUBORDINATION OF COMMON SECURITIES............................ 22
SECTION 4.4. PAYMENT PROCEDURES............................................ 23
SECTION 4.5. TAX RETURNS AND REPORTS....................................... 23
SECTION 4.6. PAYMENT OF TAXES, DUTIES, ETC. OF THE ISSUER TRUST............ 24
SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS........ 24
SECTION 4.8. LIABILITY OF THE HOLDER OF COMMON SECURITIES.................. 24

ARTICLE V.

Trust Securities Certificates

SECTION 5.1. INITIAL OWNERSHIP............................................. 24
SECTION 5.2. THE TRUST SECURITIES CERTIFICATES............................. 24
SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES....... 25
SECTION 5.4. BOOK-ENTRY CAPITAL SECURITIES................................. 25
SECTION 5.5. REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL SECURITIES
CERTIFICATES; RESTRICTED CAPITAL SECURITIES LEGENDS........... 27
SECTION 5.6. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.................................................. 31
SECTION 5.7. PERSONS DEEMED HOLDERS........................................ 32
SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES................ 32
SECTION 5.9. MAINTENANCE OF OFFICE OR AGENCY............................... 32
SECTION 5.10. APPOINTMENT OF PAYING AGENT................................... 33
SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR................... 33
SECTION 5.12. NOTICES TO CLEARING AGENCY.................................... 34
SECTION 5.13. RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS................... 34

ARTICLE VI.

Acts of Holders; Meetings; Voting

SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.................................. 36
SECTION 6.2. NOTICE OF MEETINGS............................................ 37
SECTION 6.3. MEETINGS OF HOLDERS OF THE CAPITAL SECURITIES................. 37
SECTION 6.4. VOTING RIGHTS................................................. 38
SECTION 6.5. PROXIES, ETC.................................................. 38
SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.............................. 38
SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES..................... 39
SECTION 6.8. ACTS OF HOLDERS............................................... 39

<PAGE>

SECTION 6.9. INSPECTION OF RECORDS......................................... 40

ARTICLE VII.

Representations and Warranties

SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND THE
DELAWARE TRUSTEE.............................................. 40
SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR................... 41

ARTICLE VIII.

The Issuer Trustees

SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES........................... 42
SECTION 8.2. CERTAIN NOTICES............................................... 45
SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE............................ 45
SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES........ 47
SECTION 8.5. MAY HOLD SECURITIES........................................... 47
SECTION 8.6. COMPENSATION; INDEMNITY; FEES................................. 47
SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF ISSUER
TRUSTEES...................................................... 49
SECTION 8.8. CONFLICTING INTERESTS......................................... 49
SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.............................. 50
SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR............. 51
SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR........................ 53
SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS... 53
SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR ISSUER
TRUST......................................................... 54
SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.............................. 54
SECTION 8.15. REPORTS BY PROPERTY TRUSTEE................................... 55
SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE............................... 55
SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.............. 56
SECTION 8.18. NUMBER OF ISSUER TRUSTEES..................................... 56
SECTION 8.19. DELEGATION OF POWER........................................... 56

iii

<PAGE>

ARTICLE IX.

Termination, Liquidation and Merger

SECTION 9.1. TERMINATION UPON EXPIRATION DATE.............................. 57
SECTION 9.2. EARLY TERMINATION............................................. 57
SECTION 9.3. TERMINATION................................................... 57
SECTION 9.4. LIQUIDATION................................................... 58
SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF ISSUER
TRUST......................................................... 59

ARTICLE X.

Miscellaneous Provisions

SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS............................... 60
SECTION 10.2. AMENDMENT..................................................... 60
SECTION 10.3. SEPARABILITY.................................................. 62
SECTION 10.4. GOVERNING LAW................................................. 62
SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.............................. 62
SECTION 10.6. SUCCESSORS.................................................... 62
SECTION 10.7. HEADINGS...................................................... 62
SECTION 10.8. REPORTS, NOTICES AND DEMANDS.................................. 63
SECTION 10.9. AGREEMENT NOT TO PETITION..................................... 63
SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT........ 64
SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AGREEMENT AND
INDENTURE..................................................... 64

Exhibit A Certificate of Trust
Exhibit B Form of Certificate Depository Agreement
Exhibit C Form of Common Securities Certificate
Exhibit D Form of Expense Agreement
Exhibit E Form of Capital Securities Certificate
Exhibit F Form of Restricted Securities Certificate

<PAGE>

AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 26, 1996, among
(i) Zions First National Bank, a national banking association (including any
successors or assigns, the "DEPOSITOR"), (ii) Chemical Trust Company of
California, a California trust company, as property trustee (in such capacity,
the "PROPERTY TRUSTEE" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "BANK"), (iii) Chase Manhattan Bank Delaware,
a Delaware corporation, as Delaware trustee (in such capacity, the "DELAWARE
TRUSTEE"), (iv) Walter E. Kelly, an individual, Nolan X. Bellon, an individual,
and Kade G. Peterson, an individual, each of whose address is c/o Zions First
National Bank (each an "ADMINISTRATIVE TRUSTEE" and collectively the
"ADMINISTRATIVE TRUSTEES") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees being referred to collectively as the "ISSUER TRUSTEES")
and the Holders (as defined herein).

WITNESSETH

WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by entering into the Declaration of Trust, dated as
of December 18, 1996 (the "ORIGINAL TRUST AGREEMENT"), and by the execution and
filing by the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on December 18, 1996, attached as
EXHIBIT A; and

WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore duly amended and restated the Original Trust Agreement by entering
into the Amended and Restated Trust Agreement of the Trust (the "RESTATED TRUST
AGREEMENT"), and by the execution and filing by the Delaware Trustee with the
Secretary of State of the State of Delaware of the Restated Certificate of
Trust, filed on December 23, 1996; and

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

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

<PAGE>

ARTICLE I.

DEFINED TERMS

SECTION 1.1. DEFINITIONS.

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

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

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

(d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles;

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

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

"ACT" has the meaning specified in Section 6.8.

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

"ADDITIONAL SUMS" has the meaning specified in Section 10.6 of the
Indenture.

"ADMINISTRATIVE TRUSTEES" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
Person's capacity as Administrative Trustee of the Issuer Trust heretofore
formed and continued hereunder and not in such Person's individual capacity, or
any successor Administrative Trustee appointed as herein provided.

<PAGE>

"APPLICABLE PROCEDURES" means, with respect to any transfer or transaction
involving a Book-Entry Capital Security, the rules and procedures of the
Clearing Agency for such Book-Entry Capital Security, in each case to the extent
applicable to such transaction and as in effect from time to time.

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

"BANKRUPTCY EVENT" means, with respect to any Person:

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

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

"BANKRUPTCY LAWS" has the meaning specified in Section 10.9.

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

<PAGE>

"BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE" means a Capital Securities
Certificate evidencing ownership of Book-Entry Capital Securities.

"BOOK-ENTRY CAPITAL SECURITY" means a Capital Security, the ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.4.

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

"CAPITAL SECURITY" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution to the extent provided herein. The
Capital Securities shall consist of the Original Capital Securities and, if
issued, the New Capital Securities.

"CAPITAL SECURITIES CERTIFICATE" means a certificate evidencing ownership
of Capital Securities, substantially in the form attached as Exhibit E.

"CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among the Issuer
Trust, the Depositor and DTC, as the initial Clearing Agency, dated as of the
Closing Date, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

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

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

"CLOSING DATE" means the Time of Delivery, which date is also the date of
execution and delivery of this Trust Agreement.

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

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

<PAGE>

"COMMON SECURITY" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution to the extent provided herein.

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

"CORPORATE TRUST OFFICE" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee which at the time of the
execution of this Trust Agreement is located at 101 California Street, Suite
2725, San Francisco, California 94111, and (ii) when used with respect to the
Debenture Trustee, the principal office of the Debenture Trustee which at the
time of the execution of this Trust Agreement is located at 101 California
Street, Suite 2725, San Francisco, California 94111.

"CORPORATION" shall mean Zions Bancorporation, a Utah corporation.

"DEBENTURE EVENT OF DEFAULT" means any "EVENT OF DEFAULT" specified in
Section 5.1 of the Indenture.

"DEBENTURE REDEMPTION DATE" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption of such Debentures
under the Indenture.

"DEBENTURE TAX EVENT" means a "Tax Event" as defined in the Indenture.

"DEBENTURE TRUSTEE" means the Person identified as the "TRUSTEE" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

"DEBENTURES" means the Depositor's 8.536% Junior Subordinated Deferrable
Interest Debentures, Series A, issued pursuant to the Indenture.

"DEFINITIVE CAPITAL SECURITIES CERTIFICATES" means either or both (as the
context requires) of (i) Capital Securities Certificates issued as Book-Entry
Capital Securities Certificates as provided in Section 5.2 or 5.4, and
(ii) Capital Securities Certificates issued in certificated, fully registered
form as provided in Section 5.2, 5.4 or 5.5.

"DELAWARE 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.

"DELAWARE TRUSTEE" means the Person identified as the "DELAWARE TRUSTEE" in
the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee
of the trust

<PAGE>

heretofore formed and continued hereunder and not in its individual capacity, or
its successor in interest in such capacity, or any successor Delaware trustee
appointed as herein provided.

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

"DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

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

"DTC" means The Depository Trust Company.

"EARLY TERMINATION EVENT" has the meaning specified in Section 9.2.

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

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

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

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

(d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Issuer Trustees in this Trust Agreement (other
than those specified in clause (b) or (c) above) and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer Trustees and to the Depositor
by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Capital Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a
"NOTICE OF DEFAULT" hereunder; or

(e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property
Trustee within 90 days thereof.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, and any successor
statute thereto, in each case as amended from time to time.

<PAGE>

"EXPENSE AGREEMENT" means the Agreement as to Expenses and Liabilities,
dated as of the Closing Date, between the Depositor and the Issuer Trust,
substantially in the form attached as Exhibit D, as amended from time to time.

"EXPIRATION DATE" has the meaning specified in Section 9.1.

"GUARANTEE AGREEMENT" means the Guarantee Agreement executed and delivered
by the Depositor, the Corporation and Chemical Trust Company of California, as
guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the holders of the Capital Securities, as
amended from time to time.

"HOLDER" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Business Trust Act.

"INDENTURE" means the Junior Subordinated Indenture, dated as of December
26, 1996, among the Depositor, the Corporation, as guarantor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time.

"INITIAL PURCHASERS" means Goldman, Sachs & Co., Citicorp Securities, Inc.
and Dean Witter Reynolds Inc.

"INSTITUTIONAL ACCREDITED INVESTOR" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

"ISSUER TRUST" means the Delaware business trust known as "Zions
Institutional Capital Trust A" which was created on December 18, 1996 under the
Delaware Business Trust Act, and continued pursuant to this Trust Agreement.

"ISSUER TRUSTEES" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

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

"LIKE AMOUNT" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of

<PAGE>

Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Issuer Trust, Debentures having a principal amount equal to
the Liquidation Amount of the Trust Securities of the Holder to whom such
Debentures are distributed, and (c) with respect to any distribution of
Additional Amounts to Holders of Trust Securities, Debentures having a principal
amount equal to the Liquidation Amount of the Trust Securities in respect of
which such distribution is made.

"LIQUIDATION AMOUNT" means the stated amount of $1,000 per Trust Security.

"LIQUIDATION DATE" means the date of the dissolution, winding-up or
termination of the Issuer Trust pursuant to Section 9.4.

"LIQUIDATION DISTRIBUTION" has the meaning specified in Section 9.4(d).

"MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES" or "MAJORITY IN
LIQUIDATION AMOUNT OF THE COMMON SECURITIES" means, except as provided by the
Trust Indenture Act, Capital Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Capital Securities or Common Securities, as the case may be.

"NEW CAPITAL SECURITIES" has the meaning specified in Section 2.4.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Depositor, and delivered to the Issuer Trustees. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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

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

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for or an employee of the Corporation or any Affiliate of the Corporation.

<PAGE>

"ORIGINAL CAPITAL SECURITIES" has the meaning specified in Section 2.4.

"ORIGINAL TRUST AGREEMENT" has the meaning specified in the recitals to
this Trust Agreement.

"OTHER CAPITAL SECURITIES" means the Capital Securities sold by the Initial
Purchasers in the initial offering contemplated by the Purchase Agreement to
Institutional Accredited Investors in reliance on an exemption from the
registration requirements of the Securities Act other than Rule 144A, as
specified by the Initial Purchasers to the Depositor and the Property Trustee.

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

(a) Trust Securities theretofore cancelled by the Property Trustee or
delivered to the Property Trustee for cancellation;

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

(c) Trust Securities that have been paid or in exchange for or in lieu of
which other Capital Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.6 and 5.11;

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

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

<PAGE>

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

"PAYING AGENT" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be the Bank.

"PAYMENT ACCOUNT" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Holders in which all amounts paid in respect of the
Debentures will be held and from which the Property Trustee, through the Paying
Agent, shall make payments to the Holders in accordance with Sections 4.1 and
4.2.

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

"PROPERTY TRUSTEE" means the Person identified as the "PROPERTY TRUSTEE" in
the preamble to this Trust Agreement, solely in its capacity as Property Trustee
of the trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

"PURCHASE AGREEMENT" means the Purchase Agreement, dated as of December 18,
1996, among the Issuer Trust, the Depositor, the Corporation and the Initial
Purchasers, as the same may be amended from time to time.

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

"REDEMPTION PRICE" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures.

"REGISTRATION DEFAULT" means if (i) either the Corporation, the Depositor
or the Issuer Trust fails to comply with the terms of the Registration Rights
Agreement or (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement (each as defined in the Registration Rights Agreement)
fails to become effective within the time period described in the Registration
Rights Agreement.

<PAGE>

"REGISTRATION DEFAULT DISTRIBUTIONS" has the meaning specified in
Section 2(c) of the Registration Rights Agreement.

"REGISTRATION DEFAULT INTEREST" has the meaning specified in Section 2(c)
of the Registration Rights Agreement.

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated the date hereof among the Depositor, the Trust and the Initial Purchasers
for the benefit of themselves and the Holders as the same may be amended from
time to time in accordance with the terms thereof.

"REGULATION D" means Regulation D under the Securities Act (or any
successor provision), as it may be amended from time to time.

"RELEVANT TRUSTEE" shall have the meaning specified in Section 8.10.

"RESPONSIBLE OFFICER" means when used with respect to the Property Trustee,
any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, secretary, assistant secretary or any other
officer of the Property Trustee customarily performing functions similar to
those performed by any of the above designated officers and having direct
responsibility for the administration of this Trust Agreement, and also, with
respect to a particular matter, any other officer, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

"RESTRICTED CAPITAL SECURITIES" means all Capital Securities the Capital
Securities Certificate for which is required pursuant to Section 5.5(c) to bear
a Restricted Capital Securities Legend. Such term includes the Book-Entry
Capital Securities Certificate.

"RESTRICTED CAPITAL SECURITIES LEGEND" means a legend substantially in the
form of the legend required in the form of Capital Securities Certificate set
forth in Exhibit E to be placed upon a Restricted Securities Certificate.

"RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially in
the form set forth in Exhibit F.

"RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

"RULE 144A CAPITAL SECURITIES" means the Capital Securities purchased by
the Initial Purchasers from the Issuer Trust pursuant to the Purchase Agreement,
other than the Other Capital Securities.

<PAGE>

"SECURITIES ACT" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

"SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 5.5.

"SUCCESSOR CAPITAL SECURITIES" of any particular Capital Securities
Certificate means every Capital Securities Certificate issued after, and
evidencing all or a portion of the same beneficial interest in the Issuer Trust
as that evidenced by, such particular Capital Securities Certificate; and, for
the purposes of this definition, any Capital Securities Certificate executed and
delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Capital Securities Certificate shall be deemed to
evidence the same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Capital Securities Certificate.

"TIME OF DELIVERY" has the meaning specified in the Purchase Agreement.

"TRUST AGREEMENT" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits, and (ii) for all purposes of this
Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

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

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

"TRUST SECURITIES CERTIFICATE" means any one of the Common Securities
Certificates or the Capital Securities Certificates.

"TRUST SECURITY" means any one of the Common Securities or the Capital
Securities.

<PAGE>

ARTICLE II.

CONTINUATION OF THE ISSUER TRUST

SECTION 2.1. NAME.

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

SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

The address of the Delaware Trustee in the State of Delaware is 1201 Market
Street, Wilmington Delaware 19801, Attention: John J. Cashin, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Holders, the Depositor, the Property Trustee and the
Administrative Trustees. The principal executive office of the Issuer Trust is
1380 Gateway Tower East, Salt Lake City, Utah 84133, Attention: Dale Gibbons.

SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

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

SECTION 2.4. ISSUANCE OF THE CAPITAL SECURITIES.

As of December 18, 1996, the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Purchase Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Issuer Trust, shall manually execute in accordance with Sections 5.3 and 8.9(a)
and the Property Trustee shall deliver to the Initial Purchasers, Capital
Securities Certificates, registered in the names requested by the Initial
Purchasers, evidencing an aggregate of 200,000 Capital Securities having an
aggregate Liquidation Amount of $200,000,000, against receipt of the aggregate
purchase price of such Capital Securities of $200,000,000 by the Property
Trustee (the "ORIGINAL CAPITAL SECURITIES"). The Original Capital Securities
shall consist of Rule 144A Securities.

<PAGE>

In addition, an Administrative Trustee, on behalf of the Trust, may execute
Capital Securities Certificates in accordance with Section 5.2 representing an
additional class of Capital Securities to be issued only in exchange for all or
part of the Original Capital Securities pursuant to the exchange offer
contemplated by the Registration Rights Agreement ("NEW CAPITAL SECURITIES");
PROVIDED, that the aggregate number of issued and outstanding Capital Securities
shall not at any time exceed 200,000, less the number of Capital Securities
redeemed pursuant to Section 4.2.

SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
OF DEBENTURES.

Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Issuer Trust, shall execute in
accordance with Sections 5.3 and 8.9(a) and the Property Trustee shall deliver
to the Depositor Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of 6,186 Common Securities having an
aggregate Liquidation Amount of $6,186,000, against receipt of the aggregate
purchase price of such Common Securities of $6,186,000, to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer
Trust, shall subscribe for and purchase from the Depositor the Debentures,
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $206,186,000, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Issuer Trust, shall deliver to the Depositor the sum of $206,186,000 (being the
sum of the amounts delivered to the Property Trustee pursuant to (i) the second
sentence of Section 2.4, and (ii) the first sentence of this Section 2.5).

SECTION 2.6. DECLARATION OF TRUST.

The exclusive purposes and functions of the Issuer Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to
acquire the Debentures, and (b) to engage in those activities necessary or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as
trustees of the Issuer Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Issuer Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Issuer Trust and the Holders. The Administrative Trustees
shall have all rights, powers and duties set forth herein and in accordance
with applicable law with respect to accomplishing the purposes of the Issuer
Trust and shall not be trustees or fiduciaries with respect to the Issuer
Trust or the Holders. The Property Trustee shall have the right but shall not
be obligated to perform those duties assigned to the Administrative Trustees.
The Delaware Trustee shall not be entitled to exercise any powers, nor shall
the Delaware Trustee have any of the duties and responsibilities, of the
Property Trustee or the Administrative Trustees set forth herein. The
Delaware trustee shall be one of the trustees of the Issuer Trust for the
sole and limited purpose of fulfilling the

<PAGE>

requirements of Section 3807 of the Delaware Business Trust Act and for taking
such actions as are required to be taken by a Delaware trustee under the
Delaware Business Trust Act.

SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

(a)The Issuer Trustees shall conduct the affairs of the Issuer Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section, and in accordance with the following
provisions (i) and (ii), the Issuer Trustees shall have the authority to enter
into all transactions and agreements determined by the Issuer Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Issuer Trustees, under this Trust Agreement, and to perform all acts in
furtherance thereof, including the following:

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

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

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

(C)assisting in compliance with the Registration Rights
Agreement, including filings under the Securities Act of 1933, as
amended, applicable state securities or blue sky laws and the Trust
Indenture Act;

(D)registration of the Capital Securities under the Exchange Act,
if required, and the preparation and filing of all periodic and other
reports and other documents pursuant to the foregoing;

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

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

(G)execution of the Trust Securities on behalf of the Trust in
accordance with this Trust Agreement;

<PAGE>

(H)execution and delivery of closing certificates, if any,
pursuant to the Purchase Agreement and application for a taxpayer
identification number for the Issuer Trust;

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

(J)the taking of any action incidental to the foregoing as the
Issuer Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement.

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

(A)the establishment of the Payment Account;

(B)the receipt of the Debentures;

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

(D)the distribution through the Paying Agent of amounts
distributable to the Holders in respect of the Trust Securities;

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

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

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

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

<PAGE>

(I)after an Event of Default (other than under paragraph (b),
(c), (d) or (e) of the definition of such term if such Event of
Default is by or with respect to the Property Trustee) the taking of
any action incidental to the foregoing as the Property Trustee may
from time to time determine is necessary or advisable to give effect
to the terms of this Trust Agreement and protect and conserve the
Trust Property for the benefit of the Holders (without consideration
of the effect of any such action on any particular Holder); and

(J)except as otherwise provided in this Section 2.7(a)(ii), the
Property Trustee shall have none of the duties, liabilities, powers or
the authority of the Administrative Trustees set forth in Section
2.7(a)(i).

(b)So long as this Trust Agreement remains in effect, the Issuer Trust (or
the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake
any business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Issuer Trustees shall not (i) acquire
any investments or engage in any activities not authorized by this Trust
Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise dispose of any of the Trust Property or interests therein, including
to Holders, except as expressly provided herein, (iii) take any action that
would reasonably be expected to cause the Issuer Trust to become taxable as a
corporation or classified as other than a grantor trust for United States
Federal income tax purposes, (iv) incur any indebtedness for borrowed money or
issue any other debt, or (v) take or consent to any action that would result in
the placement of a Lien on any of the Trust Property. The Administrative
Trustees shall defend all claims and demands of all Persons at any time claiming
any Lien on any of the Trust Property adverse to the interest of the Issuer
Trust or the Holders in their capacity as Holders.

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

(i)the preparation by the Issuer Trust of an Offering Circular in
relation to the Original Capital Securities, including any amendments
thereto and the taking of any action necessary or desirable to sell the
Capital Securities in a transaction or a series of transactions exempt from
the registration requirements of the Securities Act of 1933, as amended;

(ii)the compliance by the Trust with the Registration Rights
Agreement, including the preparation and filing by the Trust with the
Commission and the execution on behalf of the Trust of a registration
statement or statements on the appropriate form in relation to the Capital
Securities, including any amendments thereto pursuant to the Registration
Rights Agreement;

<PAGE>

(iii)the determination of the States in which to take appropriate
action to qualify or register for sale all or part of the Capital
Securities and the determination of any and all such acts, other than
actions that must be taken by or on behalf of the Issuer Trust, and the
advice to the Issuer Trust of actions they must take on behalf of the
Issuer Trust, and the preparation for execution and filing of any documents
to be executed and filed by the Issuer Trust or on behalf of the Issuer
Trust, as the Depositor deems necessary or advisable in order to comply
with the applicable laws of any such States in connection with the sale of
the Capital Securities;

(iv)the negotiation of the terms of, and the execution and delivery
of, the Purchase Agreement providing for the sale of the Capital
Securities; and

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

(d)Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Issuer Trust
and to operate the Issuer Trust so that the Issuer Trust will not be deemed to
be an "investment company" required to be registered under the Investment
Company Act, and will not be taxable as a corporation or classified as other
than a grantor trust for United States Federal income tax purposes and so that
the Debentures will be treated as indebtedness of the Depositor for United
States Federal income tax purposes. In this connection, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the Certificate of Trust or this Trust Agreement, that each of
the Depositor and any Administrative Trustee determine in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the Holders of the
Outstanding Capital Securities. In no event shall the Issuer Trustees be liable
to the Issuer Trust or the Holders for any failure to comply with this section
that results from a change in law or regulation or in the interpretation
thereof.

SECTION 2.8. ASSETS OF TRUST.

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

SECTION 2.9. TITLE TO TRUST PROPERTY.

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

<PAGE>

ARTICLE III.

PAYMENT ACCOUNT

SECTION 3.1. PAYMENT ACCOUNT.

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

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

ARTICLE IV.

DISTRIBUTIONS; REDEMPTION

SECTION 4.1. DISTRIBUTIONS.

(a)The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including of Additional Interest, as defined in the Indenture) are made on the
Debentures. Accordingly:

(i) Distributions on the Issuer Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the Trust
available for the payment of Distributions. Distributions shall accumulate
from December 26, 1996, and, except in the event (and to the extent) that
the Depositor exercises its right to defer the payment of interest on the
Debentures pursuant to the Indenture, shall be payable semi-annually in
arrears on June 15 and December 15 of each year, commencing on June 15,
1997. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution
shall be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), with
the same force and effect as if made on the date on

<PAGE>

which such payment was originally payable (each date on which distributions
are payable in accordance with this Section 4.1(a), a "DISTRIBUTION DATE").

(ii) The Trust Securities shall be entitled to Distributions
payable at a rate of 8.536% per annum of the Liquidation Amount of the
Trust Securities. Notwithstanding the foregoing, in the event of a
Registration Default which shall be promptly notified to the Trustees by
the Depositor in an Officers' Certificate, Registration Default
Distributions shall be payable on the Trust Securities in the amount and on
the terms provided in the Registration Rights Agreement, assuming that
payments of Registration Default Interest on the Debentures are made when
due. The amount of Distributions payable for any period less than a full
Distribution period shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed in a partial
month in a period. Distributions payable for each full Distribution period
will be computed by dividing the rate per annum by two. The amount of
Distributions payable for any period shall include any Additional Amounts
in respect of such period.

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

(b)Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date, which shall be at the close of business on the fifteenth day
(whether or not a Business Day) next preceding the relevant Distribution Date.

SECTION 4.2. REDEMPTION.

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

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

(i)the Redemption Date;

(ii)the Redemption Price or if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the
estimate of the Redemption Price together with a statement that it is an
estimate and that the actual Redemption Price will be calculated on the
third Business Day prior to the Redemption Date (and if an estimate

<PAGE>

is provided, a further notice shall be sent of the actual Redemption Price
on the date that such Redemption Price is calculated);

(iii)the CUSIP number or CUSIP numbers of the Capital Securities
affected;

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

(v)that on the Redemption Date the Redemption Price will become due
and payable upon each such Trust Security to be redeemed and that
Distributions thereon will cease to accumulate on and after said date,
except as provided in Section 4.2(d) below; and

(vi)the place or places where the Trust Securities are to be
surrendered for the payment of the Redemption Price.

The Trust in issuing the Trust Securities may use "CUSIP" or "private
placement" numbers (if then generally in use), and, if so, the Property Trustee
shall indicate the "CUSIP" or "private placement" numbers of the Trust
Securities in notices of redemption and related materials as a convenience to
Holders; PROVIDED that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Trust Securities
or as contained in any notice of redemption and related materials.

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

(d)If the Property Trustee gives a notice of redemption in respect of any
Capital Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Book-Entry Capital Securities, irrevocably deposit with the Clearing Agency for
such Book-Entry Capital Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Capital Securities. With respect to Capital Securities that are
not Book-Entry Capital Securities, the Property Trustee, subject to
Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Capital Securities upon surrender of
their Capital Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders

<PAGE>

of such Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of Holders holding Trust Securities so
called for redemption will cease, except the right of such Holders to receive
the Redemption Price and any Distribution payable in respect of the Trust
Securities on or prior to the Redemption Date, but without interest, and such
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day, in each
case, with the same force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of any Trust Securities called for
redemption is improperly withheld or refused and not paid either by the Issuer
Trust or by the Depositor pursuant to the Guarantee Agreement, Distributions on
such Trust Securities will continue to accumulate, as set forth in Section 4.1,
from the Redemption Date originally established by the Issuer Trust for such
Trust Securities to the date such Redemption Price is actually paid, in which
case the actual payment date will be the date fixed for redemption for purposes
of calculating the Redemption Price.

(e)Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated PRO
RATA to the Common Securities and the Capital Securities based upon the relative
Liquidation Amounts of such classes. The particular Capital Securities to be
redeemed shall be selected on a PRO RATA basis based upon their respective
Liquidation Amounts not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Capital Securities not previously called
for redemption, PROVIDED that so long as the Capital Securities are in
book-entry-only form, such selection shall be made in accordance with the
customary procedures for the Clearing Agency for the Capital Securities, and
PROVIDED FURTHER that, after giving effect to such redemption, no Holder shall
hold Capital Securities with an aggregate Liquidation Amount of less than
$250,000. The Property Trustee shall promptly notify the Securities Registrar in
writing of the Capital Securities selected for redemption and, in the case of
any Capital Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of
Capital Securities that has been or is to be redeemed.

SECTION 4.3. SUBORDINATION OF COMMON SECURITIES.

(a) Payment of Distributions (including any Additional Amounts) on, the
Redemption Price of, and the Liquidation Distribution in respect of the Trust
Securities, as applicable, shall be made, subject to Section 4.2(e), PRO RATA
among the Common Securities and the Capital Securities based on the Liquidation
Amount of the Trust Securities; PROVIDED, HOWEVER, that if

<PAGE>

on any Distribution Date, Redemption Date or Liquidation Date any Event of
Default resulting from a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture shall have occurred and be continuing, no payment of
any Distribution (including any Additional Amounts) on, Redemption Price of, or
Liquidation Distribution in respect of any Common Security, and no other payment
on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including any Additional Amounts) on all Outstanding
Capital Securities for all Distribution periods terminating on or prior thereto,
or in the case of payment of the Redemption Price the full amount of such
Redemption Price on all Outstanding Capital Securities then called for
redemption, or in the case of payment of the Liquidation Distribution the full
amount of such Liquidation Distribution on all Outstanding Capital Securities,
shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Amounts) on, or the Redemption Price of,
the Capital Securities then due and payable.

(b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holders of the Common Securities shall have
no right to act with respect to any such Event of Default under this Trust
Agreement until the effect of all such Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated. Until all
such Events of Default under this Trust Agreement with respect to the Capital
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Capital Securities and
not on behalf of the Holders of the Common Securities, and only the Holders of
the Capital Securities will have the right to direct the Property Trustee to act
on their behalf.

SECTION 4.4. PAYMENT PROCEDURES.

Payments of Distributions (including any Additional Amounts) in respect of
the Capital Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Capital Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency in immediately available funds. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holders of the Common
Securities.

SECTION 4.5. TAX RETURNS AND REPORTS.

The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States Federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) all Internal Revenue Service forms
required to be filed in respect of the Issuer Trust in each taxable year of the
Issuer Trust, and (b) prepare and furnish (or cause to be prepared and
furnished) to each Holder all Internal Revenue Service forms required to be
provided by the Issuer Trust. The

<PAGE>

Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Issuer Trustees shall comply with United States Federal
withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Holders under the Trust Securities.

SECTION 4.6. PAYMENT OF TAXES, DUTIES, ETC. OF THE ISSUER TRUST.

Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Issuer Trust by the United
States or any other taxing authority.

SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

Any amount payable hereunder to any Holder of Capital Securities shall be
reduced by the amount of any corresponding payment such Holder (or Owner with
respect to such Holder's Capital Securities) has directly received pursuant to
Section 5.8 of the Indenture or Section 5.13 of this Trust Agreement.

SECTION 4.8. LIABILITY OF THE HOLDER OF COMMON SECURITIES.

Any Holder of the Common Securities shall be liable for the debts and
obligations of the Issuer Trust in the manner and to the extent set forth with
respect to the Common Securityholder (as defined in the Expense Agreement) and
agrees that it shall be subject to all liabilities to which the Common
Securityholder may be subject, and shall make all payments that the Common
Securityholder is required to make, under the terms of the Expense Agreement.

ARTICLE V.

TRUST SECURITIES CERTIFICATES

SECTION 5.1. INITIAL OWNERSHIP.

Upon the creation of the Issuer Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Issuer Trust.

SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

(a) The Capital Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount (and in blocks of at least 250
Capital Securities) and integral multiples thereof, and the Common Securities
Certificates shall be issued in denominations of

<PAGE>

$1,000 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Issuer Trust by manual signature
of at least one Administrative Trustee. Trust Securities Certificates bearing
the manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer Trust, shall
be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee's name pursuant to Section 5.5.

(b) Upon their original issuance, Capital Securities Certificates
representing Rule 144A Capital Securities shall be issued in the form of one or
more Book-Entry Capital Securities Certificates registered in the name of DTC,
as Clearing Agency, or its nominee and deposited with DTC or a custodian for DTC
for credit by DTC to the respective accounts of the Owners thereof (or such
other accounts as they may direct).

(c) Upon their original issuance, Capital Securities Certificates
representing Other Capital Securities shall not be issued in the form of a
Book-Entry Capital Securities Certificate or in any other form intended to
facilitate book-entry trading in beneficial interests in such Capital
Securities.

(d) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

At the Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates consisting of the Original Capital Securities and the
Common Securities, in an aggregate Liquidation Amount as provided in Sections
2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered to or
upon the written order of the Depositor, executed by one authorized officer
thereof, without further corporate action by the Depositor, in authorized
denominations.

SECTION 5.4. BOOK-ENTRY CAPITAL SECURITIES.

(a) Each Book-Entry Capital Securities Certificate issued under this Trust
Agreement shall be registered in the name of the Clearing Agency or a nominee
thereof and delivered to such Clearing Agency or a nominee thereof or custodian
therefor, and each such Book-Entry Capital Securities Certificate shall
constitute a single Capital Securities Certificate for all purposes of this
Trust Agreement.

<PAGE>

(b) Notwithstanding any other provision in this Trust Agreement, no Book-
Entry Capital Securities Certificate may be exchanged in whole or in part for
Capital Securities Certificates registered, and no transfer of a Book-Entry
Capital Securities Certificate in whole or in part may be registered, in the
name of any Person other than the Clearing Agency for such Book-Entry Capital
Securities Certificates or a nominee thereof unless (a) the Clearing Agency
advises the Issuer Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Capital Securities Certificates, and the Depositor is unable to
locate a qualified successor, (b) the Issuer Trust at its option advises the
Clearing Agency in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) a Debenture Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (a), (b) or
(c) above, the Administrative Trustees shall notify the Clearing Agency and
instruct the Clearing Agency to notify all Owners of Book-Entry Capital
Securities other Trustees of the occurrence of such event and of the
availability of the Definitive Capital Securities Certificates to Owners of such
class or classes, as applicable, requesting the same; PROVIDED, HOWEVER, that no
Definitive Capital Securities Certificate shall be issued in an amount
representing less than 250 Capital Securities.

(c) If any Book-Entry Capital Securities Certificate is to be exchanged for
other Capital Securities Certificates or cancelled in part, or if any other
Capital Securities Certificate is to be exchanged in whole or in part for Book-
Entry Capital Securities represented by a Book-Entry Capital Securities
Certificate, then either (i) such Book-Entry Capital Securities Certificate
shall be so surrendered for exchange or cancellation as provided in this Article
Five or (ii) the aggregate Liquidation Amount represented by such Book-Entry
Capital Securities Certificate shall be reduced, subject to Section 5.2, or
increased by an amount equal to the Liquidation Amount represented by that
portion of the Book-Entry Capital Securities Certificate to be so exchanged or
cancelled, or equal to the Liquidation Amount represented by such other Capital
Securities Certificates to be so exchanged for Book-Entry Capital Securities
represented thereby, as the case may be, by means of an appropriate adjustment
made on the records of the Securities Registrar, whereupon the Administrative
Trustees, in accordance with the Applicable Procedures, shall instruct the
Clearing Agency or its authorized representative to make a corresponding
adjustment to its records. Upon surrender to the Administrative Trustees of the
Book-Entry Capital Securities Certificate or Certificates by the Clearing
Agency, accompanied by registration instructions, the Administrative Trustees,
or any one of them, shall execute the Definitive Capital Securities Certificates
in accordance with the instructions of the Clearing Agency; PROVIDED, HOWEVER,
that no Definitive Capital Securities Certificate shall be issued in an amount
representing less than 250 Capital Securities. Neither the Securities Registrar
nor the Issuer Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Capital Securities
Certificates, the Issuer Trustees shall recognize the Holders of the Definitive
Capital Securities Certificates as Holders. The Definitive Capital Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

<PAGE>

(d) Every Capital Securities Certificate executed and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Book-Entry
Capital Securities Certificate or any portion thereof, whether pursuant to this
Article V or Article IV or otherwise, shall be executed and delivered in the
form of, and shall be, a Book-Entry Capital Securities Certificate, unless such
Capital Securities Certificate is registered in the name of a Person other than
the Clearing Agency for such Book-Entry Capital Securities Certificate or a
nominee thereof.

(e) The Clearing Agency or its nominee, as registered owner of a Book-Entry
Capital Securities Certificate, shall be the Holder of such Book-Entry Capital
Securities Certificate for all purposes under this Agreement and the Book-Entry
Capital Securities Certificate, and Owners with respect to a Book-Entry Capital
Securities Certificate shall hold such interests pursuant to the Applicable
Procedures. The Securities Registrar, the Administrative Trustees and the Issuer
Trustees shall be entitled to deal with the Clearing Agency for all purposes of
this Trust Agreement relating to the Book-Entry Capital Securities Certificates
(including the payment of the Liquidation Amount of and Distributions on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or directions by Owners of Book-Entry Capital Securities represented thereby) as
the sole Holder of the Book-Entry Capital Securities represented thereby and
shall have no obligations to the Owners thereof. None of the Property Trustee,
the Administrative Trustees nor the Securities Registrar shall have any
liability in respect of any transfers effected by the Clearing Agency.

The rights of the Owners of the Book-Entry Capital Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Capital Securities
Certificates are issued pursuant to Section 5.4(b), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Capital Securities to such Clearing Agency
Participants, and none of the Depositor or the Issuer Trustees shall have any
responsibility or obligation with respect thereto.

SECTION 5.5. REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL SECURITIES
CERTIFICATES; RESTRICTED CAPITAL SECURITIES LEGENDS.

(a) The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.9, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Trust
Securities Certificates (the "Securities Register") in which the registrar and
transfer agent with respect to the Trust Securities (the "SECURITIES
REGISTRAR"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Capital Securities Certificates and Common
Securities Certificates (subject to Section 5.11 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of Capital
Securities Certificates as herein provided. The Person acting as the Property
Trustee shall at all times also be the Securities Registrar.

<PAGE>

Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.9, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Capital
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees; PROVIDED that no Holder may transfer any Capital Security if giving
effect to such transfer would cause any Holder to hold less than $250,000
aggregate Liquidation Amount of Capital Securities. Any purported transfer
prohibited by the preceding proviso shall be null and void and of no force or
effect and the purported transferee of the affected Capital Securities shall be
deemed to have no interest whatsoever in such Capital Securities.

The Securities Registrar shall not be required, (i) to issue, register the
transfer of or exchange any Capital Security during a period beginning at the
opening of business 15 days before the day of selection for redemption of such
Capital Securities pursuant to Article IV and ending at the close of business on
the day of mailing of the notice of redemption, or (ii) to register the transfer
of or exchange any Capital Security so selected for redemption in whole or in
part, except, in the case of any such Capital Security to be redeemed in part,
any portion thereof not to be redeemed.

Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or its attorney duly authorized
in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by an
Administrative Trustee in accordance with such Person's customary practice.

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

(b) Notwithstanding any other provision of this Trust Agreement, transfers
and exchanges of Original Capital Securities of the kinds specified in this
Section 5.5(b) shall be made only in accordance with this Section 5.5(b).

(i) NON-BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE TO BOOK-ENTRY
CAPITAL SECURITIES CERTIFICATE. If the Holder of an Original Capital
Securities Certificate (other than a Book-Entry Capital Securities
Certificate) wishes at any time to transfer all or any portion of such
Capital Securities Certificate to a Person who wishes to take delivery
thereof in the form of a beneficial interest in a Book-Entry Capital
Securities Certificate, such transfer may be effected only in accordance
with the provisions of this Clause (b)(i) and subject to the Applicable
Procedures. Upon receipt by the Securities Registrar of (A) such Capital
Securities Certificate as provided in Section 5.5(a) and instructions
satisfactory

<PAGE>

to the Securities Registrar directing that a beneficial interest in the
Book-Entry Capital Securities Certificate of a specified number of Capital
Securities not greater than the number of Capital Securities represented by
such Capital Securities Certificate be credited to a specified Clearing
Agency Participant's account and (B) a Restricted Securities Certificate
duly executed by such Holder or his attorney duly authorized in writing,
then the Securities Registrar shall cancel such Capital Securities
Certificate (and issue a new Capital Securities Certificate in respect of
any untransferred portion thereof) as provided in Section 5.5(a) and
increase the aggregate Liquidation Amount of the Book-Entry Capital
Securities Certificate by the Liquidation Amount represented by such
Capital Securities so transferred as provided in Section 5.4(c).

(ii) NON-BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE TO NON-BOOK-ENTRY
CAPITAL SECURITIES CERTIFICATE. An Original Capital Securities Certificate
that is not a Book-Entry Capital Securities Certificate may be transferred,
in whole or in part, to a Person who takes delivery in the form of another
Capital Securities Certificate that is not a Book-Entry Capital Securities
Certificate as provided in Section 5.5(a), PROVIDED that if the Capital
Securities Certificate evidences Restricted Securities Certificate, then
the Securities Registrar shall have received a Restricted Securities
Certificate duly executed by the transferor Holder or his attorney duly
authorized in writing in which case the transferee Holder shall take
delivery in the form of a Restricted Capital Securities Certificate
(subject to Section 5.5(c)).

(iii) EXCHANGES BETWEEN BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE AND
NON-BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE. A beneficial interest in a
Book-Entry Capital Securities Certificate may be exchanged for a Capital
Securities Certificate that is not a Book-Entry Capital Securities
Certificate as provided in Section 5.4, PROVIDED that such interest shall
be exchanged for a Restricted Capital Securities Certificate (subject in
each case to Section 5.5(c)).

(iv) CERTAIN INITIAL TRANSFERS OF NON-BOOK-ENTRY CAPITAL SECURITIES
CERTIFICATES. In the case of Capital Securities Certificates initially
issued other than in global form, an initial transfer or exchange of such
Capital Securities Certificates that does not involve any change in
beneficial ownership may be made to an Institutional Accredited Investor or
Investors as if such transfer or exchange were not an initial transfer or
exchange, PROVIDED that written certification shall be provided by the
transferor and transferee of such Securities to the Securities Registrar
that such transfer or exchange does not involve a change in beneficial
ownership.

(v) LIMITATIONS RELATING TO SIZE OF BLOCKS. Notwithstanding any other
provision of this Trust Agreement, Capital Securities may only be
transferred or exchanged in blocks having a Liquidation Amount of not less
than $250,000. In addition, Capital Securities may not be transferred or
exchanged by any Holder if, following such transfer or exchange, such
Holder would have Capital Securities with an aggregate

<PAGE>

Liquidation Amount of less than $250,000. Any transfer, exchange or other
disposition of Capital Securities in contravention of this Section
5.5(b)(v) shall be deemed to be void and of no legal effect whatsoever, any
such transferee shall be deemed not to be the Holder or Owner of such
Capital Security for any purpose, including but not limited to the receipt
of Distributions on such Capital Securities, and such transferee shall be
deemed to have no interest whatsoever in such Capital Securities.

(c) RESTRICTED CAPITAL SECURITIES LEGEND. Certificates evidencing
Rule 144A Capital Securities, Other Capital Securities and their respective
Successor Capital Securities shall bear a Restricted Capital Securities Legend,
subject to the following:

(i) New Capital Securities shall not bear a Restricted Capital
Securities Legend;

(ii) subject to the following Clauses of this Section 5.5(c), a
Capital Securities Certificate or any portion thereof that is exchanged,
upon transfer or otherwise, for a Book-Entry Capital Securities Certificate
or any portion thereof shall bear a Restricted Capital Securities Legend;

(iii) subject to the following Clauses of this Section 5.5(c), a new
Capital Securities Certificate that is not a Book-Entry Capital Securities
Certificate and is issued in exchange for another Capital Securities
Certificate (including a Book-Entry Capital Securities Certificate) or any
portion thereof, upon transfer or otherwise, shall, bear a Restricted
Capital Securities Legend;

(iv) any Original Capital Securities which are sold or otherwise
disposed of pursuant to an effective registration statement under the
Securities Act (including the Shelf Registration contemplated by the
Registration Rights Agreement), together with their Successor Capital
Securities shall not bear a Restricted Capital Securities Legend; the
Depositor or an Administrator shall inform the Property Trustee in writing
of the effective date of any such registration statement registering the
Original Capital Securities under the Securities Act and shall notify the
Property Trustee at any time when prospectuses may not be delivered with
respect to Original Capital Securities to be sold pursuant to such
registration statement. The Property Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with
the aforementioned registration statement;

(v) at any time after the Original Capital Securities may be freely
transferred without registration under the Securities Act or without being
subject to transfer restrictions imposed thereon by the Securities Act, a
new Capital Securities Certificate which does not bear a Restricted Capital
Securities Legend may be issued in exchange for or in lieu of a Capital
Securities Certificate (other than a global Capital Securities Certificate)
or any portion thereof which bears such a legend if the Securities
Registrar has received an Unrestricted Securities Certificate, satisfactory
to the Securities Registrar

<PAGE>

and duly executed by the Holder of such legended Capital Securities
Certificate or his attorney duly authorized in writing;

(vi) a new Capital Securities Certificate that does not bear a
Restricted Capital Securities Legend may be issued in exchange for or in
lieu of a Capital Securities Certificate (other than a Book-Entry Capital
Securities Certificate) or any portion thereof that bears such a legend if,
in the Depositor's judgment, placing such a legend upon such new Capital
Securities Certificate is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Administrative
Trustees, at the direction of the Depositor, shall execute and deliver such
a new Capital Securities Certificate as provided in this Article V; and

(vii) notwithstanding the foregoing provisions of this Section 5.5(c),
a Successor Capital Securities Certificate of a Capital Securities
Certificate that does not bear a Restricted Capital Securities Legend shall
not bear such form of legend unless the Depositor has reasonable cause to
believe that such Successor Capital Securities Certificate is a "restricted
security" within the meaning of Rule 144 under the Securities Act, in which
case the Administrative Trustees, at the direction of the Depositor, shall
execute and deliver a new Capital Securities Certificate bearing a
Restricted Capital Securities Legend in exchange for such Successor Capital
Securities Certificate as provided in this Article Five.

(d) Before registering for transfer or exchange any Original Capital
Securities Certificates issued in certificated fully registered form as provided
in Sections 5.2, 5.4 or 5.5 of this Trust Agreement, the Property Trustee as
Securities Registrar may require an Opinion of Counsel or other evidence
satisfactory to it (which may include a certificate from such purchaser or
Holder) that such purchaser or Holder is eligible for the exemptive relief
available under U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption with
respect to such purchase or holding and, in the case of any purchaser or Holder
relying on any exemption other than PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, an
opinion of counsel or other evidence satisfactory to the Property Trustee with
respect to the availability of such exemption. Any purchaser or Holder of any
Capital Securities or any interest therein will be deemed to have represented by
its purchase and holding thereof that it either (i) is not a Plan or a Plan
Asset Entity and is not purchasing such Capital Securities on behalf of or with
"plan assets" of any Plan, or (ii) is eligible for the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption with respect to such purchase or holding.

SECTION 5.6. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate, and (b) there shall be delivered to

<PAGE>

the Securities Registrar and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrative Trustees, or any one of
them, on behalf of the Issuer Trust shall execute and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Securities Certificate, a new Trust Securities Certificate of like
class, tenor and denomination. In connection with the issuance of any new Trust
Securities Certificate under this Section 5.6, the Administrative Trustees or
the Securities Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Issuer Trust corresponding to that evidenced by the lost,
stolen or destroyed Trust Securities Certificate, as if originally issued,
whether or not the lost, stolen or destroyed Trust Securities Certificate shall
be found at any time.

SECTION 5.7. PERSONS DEEMED HOLDERS.

The Issuer Trustees and the Securities Registrar shall each treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Issuer Trustees or the Securities Registrar shall be bound by any
notice to the contrary.

SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, the Delaware Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

SECTION 5.9. MAINTENANCE OF OFFICE OR AGENCY.

The Administrative Trustees shall maintain an office or offices or agency
or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate Zions First National
Bank, Attention: Dale Gibbons, as its office and agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Holders of any change in the location of the Securities Register or any such
office or agency.

<PAGE>

SECTION 5.10. APPOINTMENT OF PAYING AGENT.

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

SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

At the Time of Delivery, the Depositor shall acquire, and thereafter shall
retain, beneficial and record ownership of the Common Securities. The Depositor
may not transfer the Common Securities except (i) in connection with a
consolidation or merger of the Depositor into another corporation, or any
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Section 8.1 of the
Indenture, or (ii) to the Depositor or an Affiliate thereof in compliance with
applicable law (including the Securities Act of 1933, as amended, and applicable
state securities and blue sky laws), and in either case only upon an effective
assignment and delegation by the Holder of the Common Securities to its
transferee of all of its rights and obligations under the Expense Agreement. To
the fullest extent permitted by law, any attempted transfer of the Common
Securities other than as set forth in the next proceeding sentence shall be
void. The Administrative Trustees shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating substantially "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE

<PAGE>

DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND
SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS
DELEGATION AND ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN."

SECTION 5.12. NOTICES TO CLEARING AGENCY.

To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Capital Securities are
represented by a Book-Entry Capital Securities Certificate, the Administrative
Trustees and the Issuer Trustee shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

SECTION 5.13. RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS.

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

(b) For so long as any Capital Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Capital Securities then
Outstanding shall have the right to make such declaration by a notice in writing
to the Depositor and the Debenture Trustee.

At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, if the Property Trustee fails to annul any such declaration and waive
such default, the Holders of at least a Majority in Liquidation Amount of the
Capital Securities, by written notice to the Property Trustee, the Depositor and
the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

<PAGE>

(i) the Depositor has paid or deposited with the Debenture Trustee a
sum sufficient to pay

(A) all overdue installments of interest on all of the
Debentures,

(B) any accrued Additional Interest on all of the Debentures,

(C) the principal of (and premium, if any, on) any Debentures
that have become due otherwise than by such declaration of
acceleration and interest and Additional Interest thereon at the rate
borne by the Debentures, and

(D) all sums paid or advanced by the Debenture Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and
advances of the Debenture Trustee and the Property Trustee, their
agents and counsel; and

(ii) all Events of Default with respect to the Debentures, other than
the non-payment of the principal of the Debentures that has become due
solely by such acceleration, have been cured or waived as provided in
Section 5.13 of the Indenture.

The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision that under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Capital Securities a record date shall be established for determining Holders of
Outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; PROVIDED, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day that is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a

<PAGE>

written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.13(b).

(c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of any
amounts payable in respect of Debentures having an aggregate principal amount
equal to the aggregate Liquidation Amount of the Capital Securities of such
Holder (a "DIRECT ACTION"). Except as set forth in Section 5.13(b) and this
Section 5.13(c), the Holders of Capital Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

(d) Except as otherwise provided in paragraphs (a), (b) and (c) of this
Section 5.13, the Holders of at least a Majority in Liquidation Amount of the
Capital Securities may, on behalf of the Holders of all the Capital Securities,
waive any past default or Event of Default and its consequences. Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising 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 default or Event of Default or impair any
right consequent thereon.

ARTICLE VI.

ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

(b) So long as any Debentures are held by the Property Trustee on behalf of
the Issuer Trust, the Property Trustee shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or execute any trust or power conferred on the Property Trustee with
respect to the Debentures, (ii) waive any past default that may be waived under
Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable,
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such

<PAGE>

consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a Majority in Liquidation Amount of the Capital
Securities, PROVIDED, HOWEVER, that where a consent under the Indenture would
require the consent of each Holder of Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior written consent
of each Holder of Capital Securities. The Property Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the Capital
Securities, except by a subsequent vote of the Holders of the Capital
Securities. The Property Trustee shall notify all Holders of the Capital
Securities of any notice of default received with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Capital
Securities, prior to taking any of the foregoing actions, the Issuer Trustees
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action shall not cause the Issuer Trust
to be taxable as a corporation or classified as other than a grantor trust for
United States Federal income tax purposes.

(c) If any proposed amendment to this Trust Agreement provides for, or the
Issuer Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Capital Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Issuer
Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Capital Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Capital Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Issuer Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
Federal income tax purposes.

SECTION 6.2. NOTICE OF MEETINGS.

Notice of all meetings of the Holders of the Capital Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of Capital Securities, at such
Holder's registered address, at least 15 days and not more than 90 days before
the meeting. At any such meeting, any business properly before the meeting may
be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

SECTION 6.3. MEETINGS OF HOLDERS OF THE CAPITAL SECURITIES.

No annual meeting of Holders is required to be held. The Administrative
Trustees, however, shall call a meeting of the Holders of the Capital Securities
to vote on any matter upon the written request of the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Capital Securities and the
Administrative Trustees may, at any time in their

<PAGE>

discretion, call a meeting of the Holders of the Capital Securities to vote on
any matters as to which such Holders are entitled to vote.

The Holders of at least a Majority in Liquidation Amount of the Capital
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Capital Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Capital Securities representing at least
a Majority in aggregate Liquidation Amount of the Capital Securities held by the
Holders present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of the Capital Securities, unless this Trust Agreement
requires a greater number of affirmative votes.

SECTION 6.4. VOTING RIGHTS.

Holders shall be entitled to one vote for each $1,000 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as to
which such Holders are entitled to vote.

SECTION 6.5. PROXIES, ETC.

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

SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

Any action that may be taken by Holders at a meeting may be taken without a
meeting if Holders holding at least a Majority in Liquidation Amount of all
Capital Securities entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any other provision of this Trust
Agreement) shall consent to the action in writing.

<PAGE>

SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

SECTION 6.8. ACTS OF HOLDERS.

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

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

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

Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Trust Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Issuer Trustees,
the Administrative Trustees or the Issuer Trust in reliance thereon, whether or
not notation of such action is made upon such Trust Security.

<PAGE>

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

If any dispute shall arise among the Holders and the Administrative
Trustees with respect to the authenticity, validity or binding nature of any
request, demand, authorization, direction, consent, waiver or other Act of such
Holder or Issuer Trustee under this Article VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

SECTION 6.9. INSPECTION OF RECORDS.

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

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES

SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND
THE DELAWARE TRUSTEE.

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

(a) the Property Trustee is a California trust company, duly organized,
validly existing and in good standing under the laws of the state of California;

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

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

<PAGE>

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

(f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee, (ii) result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee or the
Delaware Trustee is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of the United States or the State of Delaware,
as the case may be, governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Delaware
Trustee;

(g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing law of
the United States or, with respect to the Delaware Trustee, the State of
Delaware, governing the banking, trust or general powers of the Property Trustee
or the Delaware Trustee, as the case may be; and

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

SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

(a) the Trust Securities Certificates issued at the Time of Delivery on
behalf of the Issuer Trust have been duly authorized and will have been duly and
validly executed, issued and

<PAGE>

delivered by the Issuer Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement and the Holders will
be, as of such date, entitled to the benefits of this Trust Agreement; and

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

ARTICLE VIII.

THE ISSUER TRUSTEES

SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

(b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that neither the Issuer Trustees nor
the Administrative Trustees are

<PAGE>

personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee,
in the Trust Indenture Act.

(c) If an Event of Default has occurred and is continuing, the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

(d) The Property Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default actually known to a Responsible Officer of the Property Trustee
has occurred (that has not been cured or waived pursuant to Section 5.13), the
Property Trustee shall exercise such of the rights and powers vested in it by
this Trust Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

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

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

(A) the duties and obligations of the Property Trustee shall be
determined solely by the express provisions of this Trust Agreement
(including pursuant to Section 10.10), and the Property Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Trust Agreement
(including pursuant to Section 10.10); and

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

<PAGE>

(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 in good faith in accordance with
the direction of the Holders of at least a Majority in Liquidation Amount
of the Capital Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under
this Trust Agreement;

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

(v) the Property Trustee shall not be liable for any interest on any
money received by it except as it may otherwise agree with the Depositor;
and money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Payment Account maintained by
the Property Trustee pursuant to Section 3.1 and except to the extent
otherwise required by law;

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

(vii) Subject to Section 8.1(c), no provision of this Trust Agreement
shall require the Property Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if the
Property Trustee shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it under
the terms of this Trust Agreement or adequate indemnity against such risk
or liability is not reasonably assured to it.

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

<PAGE>

SECTION 8.2. CERTAIN NOTICES.

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

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

SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

Subject to the provisions of Section 8.1:

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

(b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action, (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein, or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Holders of the Capital Securities are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor's opinion as to the course of action to be taken and
the Property Trustee shall take such action, or refrain from taking such action,
as the Property Trustee shall deem advisable and in the best interests of the
Holders, in which event the Property Trustee shall have no liability except for
its own bad faith, negligence or willful misconduct;

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

(d) any direction or act of an Administrative Trustee contemplated by this
Trust Agreement shall be sufficiently evidenced by a certificate executed by
such Administrative Trustee and setting forth such direction or act;

<PAGE>

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

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

(g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction; PROVIDED
that, nothing contained in this Section 8.3(g) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Trust Agreement;

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

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

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

<PAGE>

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

(l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, 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.

(m) the Property Trustee shall not be charged with knowledge of an Event of
Default unless a Responsible Officer of the Property Trustee obtains actual
knowledge of such event or the Property Trustee receives written notice of such
event from Securityholders holding more than a majority of Trust Securities
(based upon Liquidation Amount).

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

SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 8.5. MAY HOLD SECURITIES.

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

SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

The Depositor agrees:

(a) to pay to the Issuer Trustees from time to time such reasonable
compensation for all services rendered by them hereunder as may be agreed by the
Depositor and the Issuer Trustees

<PAGE>

from time to time (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);

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

(c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee,
(iii) any officer, director, shareholder, employee, representative or agent of
any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred
to herein as an "Indemnified Person") from and against any loss, damage,
liability, tax, penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of the creation, operation or
termination of the Issuer Trust or any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the Issuer Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence, bad faith or willful misconduct with respect to such acts or
omissions.

The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the earlier resignation or removal of the Property Trustee.

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

The Depositor and any Issuer Trustee may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Issuer Trust, and the
Issuer Trust and the Holders of Trust Securities shall have no rights by virtue
of this Trust Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Issuer Trust, shall not be deemed wrongful
or improper. Neither the Depositor nor any Issuer Trustee shall be obligated to
present any particular investment or other opportunity to the Issuer Trust even
if such opportunity is of a character that, if presented to the Issuer Trust,
could be taken by the Issuer Trust, and the Depositor or any Issuer Trustee
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Issuer Trustee may engage or be interested in any financial or
other transaction with the Depositor or any Affiliate of the Depositor, or may
act as depository for, trustee or agent for,

<PAGE>

or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF ISSUER
TRUSTEES.

(a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and that has a combined capital and surplus of at least
$10,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article. At the time of
appointment, the Property Trustee must have securities rated in one of the three
highest rating categories by a nationally recognized statistical rating
organization.

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

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

SECTION 8.8. CONFLICTING INTERESTS.

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

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

<PAGE>

SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

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

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

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

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

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

<PAGE>

unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

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

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

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

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

SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders and by
appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a
successor by requesting from at least three Persons meeting the eligibility
requirements its expenses and charges to serve as the Relevant Trustee on a form
provided by the Administrative Trustees, and selecting the Person who agrees to
the lowest expenses and charges. If the instrument of acceptance by the
successor Issuer Trustee required by Section 8.11 shall not have been delivered
to the Relevant Trustee within 60 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the, in the
case of the Property Trustee, Depositor, any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

Unless a Debenture Event of Default shall have occurred and be continuing,
any Issuer Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware

<PAGE>

Trustee, or both of them, may be removed at such time by Act of the Holders of
at least a Majority in Liquidation Amount of the Capital Securities, delivered
to the Relevant Trustee (in its individual capacity and, in the case of the
Property Trustee, on behalf of the Issuer Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Securityholders of Capital
Securities, by Act of the Securityholders of a majority in Liquidation Amount of
the Capital Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of Section
8.11. If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder by Act of the
Common Securityholder delivered to the Administrative Trustee shall promptly
appoint a successor Administrative Trustee or Administrative Trustees and such
successor Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Common Securityholder or the Capital Securityholders and
accepted appointment in the manner required by Section 8.11, any Securityholder
who has been a Securityholder of Trust Securities for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Relevant Trustee. The
Property Trustee shall have no liability for the selection of such successor
pursuant to this Section 8.10.

The Property Trustee shall give notice of each resignation and each removal
of an Issuer Trustee and each appointment of a successor Issuer Trustee to all
Holders in the manner provided in Section 10.8 and shall give notice to the
Depositor and to the Administrative Trustees. Each notice shall include the name
of the successor Relevant Trustee and the address of its Corporate Trust Office
if it is the Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Administrative Trustee or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Holders of the Common Securities,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility

<PAGE>

requirement for the Administrative Trustees or the Delaware Trustee, as the case
may be, set forth in Section 8.7).

SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

Upon request of any such successor Relevant Trustee, the Issuer Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

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

SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

<PAGE>

SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
ISSUER TRUST.

If and when the Property Trustee shall be or become a creditor of the
Depositor or the Issuer Trust (or any other obligor upon the Capital
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
the Issuer Trust (or any such other obligor).

SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

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

<PAGE>

SECTION 8.15. REPORTS BY PROPERTY TRUSTEE.

(a) Not later than 60 days after December 31 of each year commencing with
December 31, 1996, the Property Trustee shall transmit to all Holders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
the immediately preceding December 31 with respect to:

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

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

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

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

(c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
Nasdaq National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded, with the Commission and with the Depositor.

SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE.

Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

<PAGE>

SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 8.18. NUMBER OF ISSUER TRUSTEES.

(a) The number of Issuer Trustees shall be five, provided that the Holder
of all of the Common Securities by written instrument may increase or decrease
the number of Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

(b) If an Issuer Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.18(a), or
if the number of Administrative Trustees is increased pursuant to
Section 8.18(a), a vacancy shall occur. The vacancy shall be filled with an
Issuer Trustee appointed in accordance with Section 8.10.

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

SECTION 8.19. DELEGATION OF POWER.

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

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

<PAGE>

ARTICLE IX.

TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1. TERMINATION UPON EXPIRATION DATE.

Unless earlier terminated, the Issuer Trust shall automatically terminate
on December 1, 2027 (the "EXPIRATION DATE"), following the distribution of the
Trust Property in accordance with Section 9.4.

SECTION 9.2. EARLY TERMINATION.

The first to occur of any of the following events is an "EARLY TERMINATION
EVENT":

(a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor, in its capacity as the Holder of the Common
Securities, unless the Depositor shall transfer the Common Securities as
provided by Section 5.11, in which case this provision shall refer instead to
any such successor Holder of the Common Securities;

(b) the written direction to the Property Trustee from all of the Holders
of the Common Securities at any time to terminate the Issuer Trust and to
distribute the Debentures to Holders in exchange for the Capital Securities
(which direction is optional and wholly within the discretion of the Holders of
the Common Securities);

(d) the entry of an order for dissolution of the Issuer Trust by a court of
competent jurisdiction.

SECTION 9.3. TERMINATION.

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

<PAGE>

SECTION 9.4. LIQUIDATION.

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

(i) state the Liquidation Date;

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

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

(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and distribution of the Debentures to Holders,
the Property Trustee, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution (which shall be not more than 30 days prior to the Liquidation
Date) and, establish such procedures as it shall deem appropriate to effect the
distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

(c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,
(ii) certificates representing a Like Amount of Debentures will be issued to
Holders of Trust Securities Certificates, upon surrender of such Certificates to
the Administrative Trustees or their agent for exchange, (iii) any Trust
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Debentures being accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Trust
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal will
be made to Holders of Trust Securities Certificates with respect to such
Debentures) and (iv) all rights of Holders holding Trust Securities will cease,
except the right of such Holders to receive Debentures upon surrender of Trust
Securities Certificates.

(d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of

<PAGE>

the Debentures in the manner provided herein is determined by the Property
Trustee not to be practical, or if an Early Termination Event specified in
clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and
the Issuer Trust shall be dissolved, wound-up or terminated, by the Property
Trustee in such manner as the Property Trustee determines. In such event, on the
date of the dissolution, winding-up or other termination of the Issuer Trust,
Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, an amount equal to
the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "LIQUIDATION
DISTRIBUTION"). If, upon any such dissolution, winding up or termination, the
Liquidation Distribution can be paid only in part because the Issuer Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Issuer Trust on the Trust Securities shall be paid on a PRO RATA basis
(based upon Liquidation Amounts). The Holders of the Common Securities will be
entitled to receive Liquidation Distributions upon any such dissolution,
winding-up or termination PRO RATA (determined as aforesaid) with Holders of
Capital Securities, except that, if a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the
Capital Securities shall have a priority over the Common Securities as provided
in Section 4.3.

SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
ISSUER TRUST.

The Issuer Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Article IX. At the request of the Holders of the Common Securities, with
the consent of the Holders of at least a Majority in Liquidation Amount of the
Capital Securities, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; PROVIDED, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Issuer Trust with respect to the Capital
Securities, or (b) substitutes for the Capital Securities other securities
having substantially the same terms as the Capital Securities (the "Successor
Securities") so long as the Successor Securities have the same priority as the
Capital Securities with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) a trustee of such successor entity possessing the
same powers and duties as the Property Trustee is appointed to hold the
Debentures, (iii) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Capital Securities (including
any Successor Securities) in any material respect, (v) such successor entity has
a purpose substantially identical to that of the Issuer Trust, (vi) prior to
such merger, consolidation,

<PAGE>

amalgamation, replacement, conveyance, transfer or lease, the Property Trustee
has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Capital Securities (including any Successor Securities) in any material respect,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer Trust nor such successor
entity will be required to register as an "investment company" under the
Investment Company Act, and (vii) the Depositor or its permitted transferee owns
all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of holders of all of the
Capital Securities, consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Issuer Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes.

ARTICLE X.

MISCELLANEOUS PROVISIONS

SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

Except as set forth in Section 9.2, the death, incapacity, bankruptcy,
dissolution or termination of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Holder for such Person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

SECTION 10.2. AMENDMENT.

(a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Delaware Trustee, the Administrative Trustees and the Depositor,
without the consent of any Holder of the Capital Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement; PROVIDED,
HOWEVER, that such action shall not adversely affect in any material respect the
interests of any Holder, or (ii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Issuer Trust will not be taxable as a corporation or classified as

<PAGE>

other than a grantor trust for United States Federal income tax purposes at all
times that any Trust Securities are outstanding or to ensure that the Issuer
Trust will not be required to register as an "investment company" under the
Investment Company Act.

(b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Administrative Trustees and the Depositor
and with (i) the consent of Holders of at least a Majority in Liquidation Amount
of the Capital Securities, and (ii) receipt by the Issuer Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to the Trustees or the Administrative Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust or cause the
Issuer Trust to be taxable as a corporation or as other than a grantor trust for
United States Federal income tax purposes or affect the Issuer Trust's exemption
from status as an "investment company" under the Investment Company Act.

(c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date,
or (ii) restrict the right of a Holder to institute suit for the enforcement of
any such payment on or after such date; and notwithstanding any other provision
herein, without the unanimous consent of the Holders (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of
this Section 10.2 may not be amended.

(d) Notwithstanding any other provisions of this Trust Agreement, no Issuer
Trustee shall enter into or consent to any amendment to this Trust Agreement
that would cause the Issuer Trust to fail or cease to qualify for the exemption
from status as an "INVESTMENT COMPANY" under the Investment Company Act or to be
taxable as a corporation or to be classified as other than a grantor trust for
United States Federal income tax purposes.

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

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

(g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement that affects its own rights,
duties or immunities under this Trust Agreement. The Property Trustee shall be
entitled to receive an Opinion of Counsel and an Officers' Certificate stating
that any amendment to this Trust Agreement is in compliance with this Trust
Agreement.

<PAGE>

SECTION 10.3. SEPARABILITY.

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

SECTION 10.4. GOVERNING LAW.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES AND THE ADMINISTRATIVE
TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. THE PROVISIONS OF
SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THIS
TRUST.

SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

SECTION 10.6. SUCCESSORS.

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

SECTION 10.7. HEADINGS.

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

<PAGE>

SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to Zions Bancorporation, 1380 Gateway Tower
East, Salt Lake City, Utah 84133, Attention: Dale Gibbons, facsimile no.: (801)
524-2129, or to such other address as may be specified in a written notice by
the Holder of the Common Securities or the Depositor, as the case may be to the
Property Trustee. Such notice, demand or other communication to or upon a Holder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission. Such notice, demand or other
communication to or upon the Depositor shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Depositor.

Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed to such Person as follows: (a) with
respect to the Property Trustee to Chemical Trust Company of California, 101
California Street, Suite 2725, San Francisco, California 94111, Attention:
Corporate Trust, facsimile no.: (415) 693-8850; (b) with respect to the Delaware
Trustee, to Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington,
Delaware 19801, Attention: John J. Cashin, facsimile no.: (302) 984-4889;
(c) with respect to the Administrative Trustees, to them at the address above
for notices to the Depositor, marked "Attention: Administrative Trustees of
Zions Institutional Capital Trust A" and (d) with respect to the Issuer Trust,
to its principal office specified in Section 2.1, with a copy to the Property
Trustee. Such notice, demand or other communication to or upon the Issuer Trust,
the Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Issuer
Trust, the Property Trustee or such Administrative Trustee.

SECTION 10.9. AGREEMENT NOT TO PETITION.

Each of the Issuer Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Issuer Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including the United States
Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the
commencement of any proceeding against the Issuer Trust under any Bankruptcy
Law. If the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or

<PAGE>

otherwise properly contest the filing of such petition by the Depositor against
the Issuer Trust or the commencement of such action and raise the defense that
the Depositor has agreed in writing not to take such action and should be
stopped and precluded therefrom and such other defenses, if any, as counsel for
the Issuer Trustee or the Issuer Trust may assert.

SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AGREEMENT
AND INDENTURE.

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

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

ZIONS FIRST NATIONAL BANK,
as Depositor

By: /s/ Dale Gibbons
------------------------------------
Name: Dale Gibbons
Title: Chief Financial Officer

CHEMICAL TRUST COMPANY
OF CALIFORNIA,
as Property Trustee

By: /s/ Hank H. Helley
------------------------------------
Name: Hank Helley
Title: Assistant Vice President

CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee

By: /s/ John J. Cashin
------------------------------------
Name: John Cashin
Title: Senior Trust Officer

<PAGE>

WALTER E. KELLY,
as Administrative Trustee

/s/ Walter E. Kelly
---------------------------------------

NOLAN X. BELLON,
as Administrative Trustee

/s/ Nolan X. Bellon
---------------------------------------

KADE G. PETERSON,
as Administrative Trustee

/s/ Kade G. Peterson

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

<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Dale Gibbons,
to me known, who, being by me duly sworn, did depose and say that he/she is
Chief Financial Officer of Zions First National Bank, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like authority.

/s/ Laurie S. Hart

Notary Public

<PAGE>

STATE OF CALIFORNIA )
: ss.:
COUNTY OF SAN FRANCISCO )

On the 24th day of December 1996, before me personally came Hans H.
Helley, to me known, who, being by me duly sworn, did depose and say that he
is Assistant Vice President of Chemical Trust Company of California one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

/s/ Arnel Villanueva

Notary Public

<PAGE>

STATE OF DELAWARE )
: ss.:
COUNTY OF NEW CASTLE )

On the 26th day of December 1996, before me personally came John J.
Cashin, to me known, who, being by me duly sworn, did depose and say that
he/she is Senior Trust Officer of Chase Manhattan Bank Delaware, one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he/she signed his name
thereto by like authority.

/s/ Karen M. Gaeber

Notary Public

<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Walter E.
Kelly, to me known, who, being by me duly sworn, did depose and say that he
is an Administrative Trustee of Zions Institutional Capital Trust A, one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

/s/ Laurie S. Hart

Notary Public

<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Kade G.
Peterson, to me known, who, being by me duly sworn, did depose and say that
he is an Administrative Trustee of Zions Institutional Capital Trust A, one
of the corporations in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

/s/ Laurie S. Hart

Notary Public

<PAGE>

STATE OF UTAH )
: ss.:
COUNTY OF SALT LAKE )

On the 26th day of December 1996, before me personally came Nolan X.
Bellon, to me known, who, being by me duly sworn, did depose and say that he
is an Administrative Trustee of Zions Institutional Capital Trust A, one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto
by like authority.

/s/ Laurie S. Hart

Notary Public

<PAGE>

Exhibit A
[CERTIFICATE OF TRUST]

<PAGE>

Exhibit B
[FORM OF LETTER OF REPRESENTATIONS]

<PAGE>

Exhibit C
[FORM OF COMMON SECURITIES CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF
THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT
OF THE EXPENSE AGREEMENT REFERRED TO THEREIN

Certificate Number Number of Common Securities

C-

Certificate Evidencing Common Securities

Zions Institutional Capital Trust A

8.536% Common Securities
(liquidation amount $1,000 per Common Security)

Zions Institutional Capital Trust A, a statutory business trust created
under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies
that [NAME OF HOLDER] (the "Holder") is the registered owner of
common securities of the Issuer Trust representing undivided common
beneficial interests in the assets of the Issuer Trust and designated the 8.536%
Common Securities (liquidation amount $1,000 per Common Security) (the "Common
Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted
transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of December 26, 1996, as the same may be amended
from time to time (the "Trust Agreement"), among Zions First National Bank, as
Depositor, Chemical Trust Company of California, as Property Trustee, Chase
Manhattan Bank Delaware, as Delaware Trustee, the Administrative Trustees named
therein, and the holders from time to time of undivided beneficial interests in
the assets of the Issuer Trust, including the designation of the terms of the
Common Securities as set forth therein. The Issuer Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business or registered office.

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

<PAGE>

Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

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

ZIONS INSTITUTIONAL CAPITAL TRUST A

By:
--------------------------------
Name:
ADMINISTRATIVE TRUSTEE

C-2

<PAGE>

Exhibit D
[FORM OF EXPENSE AGREEMENT]

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of December 26, 1996,
between Zions First National Bank, a national banking association, in its
capacity as Holder (as defined in the Trust Agreement referred to below) of the
Common Securities referred to below (in such capacity, and together with its
successors in such capacity, the "Common Securityholder"), and Zions
Institutional Capital Trust A, a Delaware business trust (the "Issuer Trust").

WHEREAS, the Issuer Trust intends to issue its Common Securities (the
"Common Securities") to and acquire Debentures from Zions Bancorporation, a Utah
Corporation and to issue and sell 8.536% Capital Securities (the "Capital
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Issuer
Trust, dated as of December 26, 1996, among Zions Bancorporation, as Depositor,
Chemical Trust Company of California, as Property Trustee, Chase Manhattan Bank
Delaware, as Delaware Trustee, and the Administrative Trustees named therein, as
the same may be amended from time to time (the "Trust Agreement");

WHEREAS, the Common Securityholders will own all of the Common Securities
of the Trust;

WHEREAS, terms used but not defined herein have the meanings set forth in
the Trust Agreement;

NOW, THEREFORE, for good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged:

ARTICLE I

SECTION 1.1. GUARANTEE BY THE COMMON SECURITYHOLDER. Subject to the terms
and conditions hereof, the Common Securityholder hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Issuer Trust is
now or hereafter becomes indebted or liable (the "Beneficiaries") the full
payment, when and as due, of any and all Obligations (as hereinafter defined) to
such Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Issuer Trust, other than obligations of the Issuer Trust to
pay to holders of any Trust Securities the amounts due such holders pursuant to
the terms of the Trust Securities. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

SECTION 1.2. SUBORDINATION OF GUARANTEE. The guarantee and other
liabilities and obligations of the Common Securityholder under this Agreement
shall constitute unsecured

<PAGE>

obligations of the Common Securityholder and shall rank subordinate and junior
in right of payment to all Senior Indebtedness (as defined in the Indenture) of
the Common Securityholder to the extent and in the manner set forth in the
Indenture with respect to the Debentures, and the provisions of Article XIII of
the Indenture will apply, MUTATIS MUTANDIS, to the obligations of the Common
Securityholder hereunder. The obligations of the Common Securityholder hereunder
do not constitute Senior Indebtedness (as defined in the Indenture) of the
Common Securityholder.

SECTION 1.3. TERM OF AGREEMENT. This Agreement shall terminate and be of no
further force and effect upon the later of (a) the date on which full payment
has been made of all amounts payable to all holders of all the Capital
Securities (whether upon redemption, liquidation, exchange or otherwise), and
(b) the date on which the Debentures shall have been distributed to the Holders
of the Trust Securities as provided in Article IX; PROVIDED, HOWEVER, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time any holder of Capital Securities or any Beneficiary must
restore payment of any sums paid under the Capital Securities, under any
Obligation, under the Guarantee Agreement dated the date hereof by the Common
Securityholder, Zions Bancorporation and Chemical Trust Company of California as
guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

SECTION 1.4. WAIVER OF NOTICE. The Common Securityholder hereby waives
notice of acceptance of this Agreement and of any Obligation to which it applies
or may apply, and the Common Securityholder hereby waives presentment, demand
for payment, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

SECTION 1.5. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the Common Securityholder under this Agreement shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

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

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

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

D-2

<PAGE>

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

SECTION 1.6. ENFORCEMENT. A Beneficiary may enforce this Agreement directly
against the Common Securityholder and the Common Securityholder waives any right
or remedy to require that any action be brought against the Issuer Trust or any
other person or entity before proceeding against the Common Securityholder.

SECTION 1.7. SUBROGATION. The Common Securityholder shall be subrogated to
all rights (if any) of the Trust in respect of any amounts paid to the
Beneficiaries by the Common Securityholder under this Agreement; PROVIDED,
HOWEVER, that the Common Securityholder shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any rights
which it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Agreement, if,
at the time of any such payment, any amounts are due and unpaid under this
Agreement.

ARTICLE II

SECTION 2.1. ASSIGNMENT. This Agreement may not be assigned by either party
hereto without the consent of the other, and any purported assignment without
such consent shall be void; EXCEPT that upon any transfer of the Common
Securities, this Agreement shall be assigned and delegated by the Common
Securityholder to its successor with such transfer without any action by either
party hereto.

SECTION 2.2. BINDING EFFECT. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Common Securityholder and shall inure to the benefit of
the Beneficiaries.

SECTION 2.3. AMENDMENT. So long as there remains any Beneficiary or any
Capital Securities are outstanding, this Agreement shall not be modified or
amended in any manner adverse to such Beneficiary or to the holders of the
Capital Securities without the consent of such Beneficiary or the holders of the
Capital Securities, as the case may be.

SECTION 2.4. NOTICES. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail),
telex or by registered or certified mail, addressed as follows (and if so given,
shall be deemed given when mailed or upon receipt of an answer-back, if sent by
telex):

D-3

<PAGE>

Zions Institutional Capital Trust A
c/o Chemical Trust Company of California
101 California Street, Suite 2725
San Francisco, California 94111
Facsimile No.: (415) 989-8850
Attention: Hank Helley

With a copy to:

Zions First National Bank
1380 Gateway Tower East
Salt Lake City, Utah 84133
Facsimile No.: (801) 524-2129
Attention: Dale Gibbons

SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

ZIONS FIRST NATIONAL BANK

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

ZIONS INSTITUTIONAL CAPITAL TRUST A

By:
------------------------------------
Name:
ADMINISTRATIVE TRUSTEE

D-4

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Exhibit E
[FORM OF CAPITAL SECURITIES CERTIFICATE]

[IF THE CAPITAL SECURITIES CERTIFICATE IS TO BE EVIDENCED BY A BOOK-ENTRY
CAPITAL SECURITIES CERTIFICATE, INSERT--This Capital Securities Certificate is a
Book-Entry Capital Securities Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Capital Securities Certificate is
exchangeable for Capital Securities Certificates registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary, except in
the limited circumstances described in the Trust Agreement.

Unless this Capital Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Zions Institutional Capital Trust A or its agent for registration of
transfer, exchange or payment, and any Capital Security Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

THE CAPITAL SECURITIES EVIDENCED HEREBY AND ANY JUNIOR SUBORDINATED
DEBENTURES AND ACCOMPANYING PARENT GUARANTEE ISSUABLE IN CONNECTION THEREWITH
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR PART 16 OF THE REGULATIONS OF THE OFFICE OF THE COMPTROLLER
OF THE CURRENCY AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) BY THE INITIAL INVESTOR (I) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH
IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND

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OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES
THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR
ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE
OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23,
95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR
THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE
AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS CAPITAL
SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN
ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN
ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH
RESPECT TO SUCH PURCHASE OR HOLDING.

THE CAPITAL SECURITIES EVIDENCED HEREBY MAY BE ISSUED, HELD OR TRANSFERRED
ONLY IN BLOCKS HAVING A LIQUIDATION VALUE OF NOT LESS THAN $250,000. ANY
TRANSFER, SALE OR OTHER DISPOSITION OF CAPITAL SECURITIES IN A BLOCK HAVING A
LIQUIDATION VALUE OF LESS THAN $250,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER, ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO
THE RECEIPT OF DISTRIBUTIONS ON SUCH CAPITAL SECURITIES, AND SUCH TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL SECURITIES.

THE CAPITAL SECURITIES EVIDENCED HEREBY ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

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[IF THIS CAPITAL SECURITY IS AN ORIGINAL CAPITAL SECURITY, THEN INSERT--The
receipt and acceptance of this Capital Security Certificate or any interest
herein by or on behalf of the holder hereof or any beneficial owner shall
constitute the acceptance by the holder hereof and all others having a
beneficial interest in this Capital Security Certificate of all of the terms and
provisions of the Registration Rights Agreement referred to in the Trust
Agreement.]

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CERTIFICATE NUMBER NUMBER OF CAPITAL SECURITIES
P-__ ________

CUSIP NO. ________________

CERTIFICATE EVIDENCING CAPITAL SECURITIES

ZIONS INSTITUTIONAL CAPITAL TRUST A

8.536% CAPITAL SECURITIES, SERIES A
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

Zions Institutional Capital Trust A, a statutory business trust created
under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies
that _______ (the "Holder") is the registered owner of ____________________
(_______) capital securities of the Issuer Trust representing an undivided
preferred beneficial interest in the assets of the Issuer Trust and designated
the Zions Institutional Capital Trust A 8.536% Capital Securities, Series A
(liquidation amount $1,000 per Capital Security) (the "Capital Securities"), or
such other amount (which, when taken together with all other outstanding Capital
Securities, shall not exceed 200,000 Capital Securities in the aggregate at any
time) as may be set forth in the records of the Securities Registrar. The
Capital Securities are transferable on the books and records of the Issuer
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in
Section 5.5 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of December 26, 1996, as the same may be amended from
time to time (the "Trust Agreement"), among Zions First National Bank, as
Depositor, Chemical Trust Company of California, as Property Trustee, Chase
Manhattan Bank Delaware, as Delaware Trustee, and the Administrative Trustees
named therein, and the holders from time to time of undivided beneficial
interests in the assets of the Issuer Trust, including the designation of the
terms of the Capital Securities as set forth therein. The Holder is entitled to
the benefits of the Guarantee Agreement entered into by Zions First National
Bank, a national banking association, Zions Bancorporation, a Utah corporation,
and Chemical Trust Company of California, as guarantee trustee, dated as of
December 26, 1996 (the "Guarantee Agreement"), to the extent provided therein
and the Registration Rights Agreement entered into by Zions First National Bank,
Zions Bancorporation, the Issuer Trust and the purchasers specified therein,
dated as of December 26, 1996 (the "Registration Rights Agreement"). The Issuer
Trust will furnish a copy of the Trust Agreement,

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the Registration Rights Agreement, and the Guarantee Agreement to the Holder
without charge upon written request to the Issuer Trust at its principal place
of business or registered office.

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

IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this __th day of __________, 1996.

ZIONS INSTITUTIONAL CAPITAL TRUST A

By:
------------------------------------
Name:
ADMINISTRATIVE TRUSTEE

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ASSIGNMENT

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

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

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

- --------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints
-------------------------------------------------------

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

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

Date:
----------------

Signature:
-------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Capital
Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

E-6

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Exhibit F
[FORM OF RESTRICTED SECURITIES CERTIFICATE]

RESTRICTED SECURITIES CERTIFICATE

(For transfers pursuant to Section 5.5(b) of the Trust Agreement)

Chemical Trust Company of California,
as Security Registrar
101 California Street, Suite 2725
San Francisco, California 94111

Re: 8.536% Capital Securities, Series A of Zions Institutional
Capital Trust A (the "Trust") (the "Capital Securities")
----------------------------------------------------------

Reference is made to the Amended and Restated Trust Agreement, dated
as of December 26, 1996 (the "Trust Agreement"), among Zions Bancorporation, as
Depositor, Chemical Trust Company of California, as Property Trustee, Chase
Manhattan Bank Delaware, as Delaware Trustee, the Administrative Trustees named
therein and the holders from time to time of undivided beneficial interests in
the assets of the Trust. Terms used herein and defined in the Trust Agreement
or in Regulation S, Rule 144A or Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

This certificate relates to $_____________ aggregate Liquidation
Amount of Capital Securities, which are evidenced by the following
certificate(s) (the "Specified Securities"):

CUSIP No(s).
---------------------------

CERTIFICATE No(s).
---------------------

CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one)
----- -----

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Book-Entry Capital Securities
Certificate, they are held through the Clearing Agency or a Clearing Agency
Participant in the name of the Undersigned, as or on behalf of the Owner. If the
Specified Securities are not represented by

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a Book-Entry Capital Securities Certificate, they are registered in the name of
the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securities be transferred
to a person (the "TRANSFEREE") who will take delivery in the form of a
Restricted Capital Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A, Rule 904 or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as:

(1) RULE 144A TRANSFERS. If the transfer is being effected in
accordance with Rule 144A:

(B) the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner
may be relying on Rule 144A in connection with the transfer; and

(2) RULE 904 TRANSFERS. If the transfer is being effected in
accordance with Rule 904:

(A) the Owner is not a distributor of the Securities, an
affiliate of the Depositor or the Trust or any such distributor or a
person acting on behalf of any of the foregoing;

(B) the offer of the Specified Securities was not made to a
person in the United States;

F-2

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that the transaction has been prearranged with a buyer in the
United States;

(D) no directed selling efforts have been made in the United
States by or on behalf of the Owner or any affiliate thereof; and

(E) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

(3) RULE 144 TRANSFERS. If the transfer is being effected pursuant
to Rule 144:

(A) the transfer is occurring after a holding period of at least
two years (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the date the Specified Securities were acquired from the
Depositor or the Trust or from an affiliate (as such term is defined
in Rule 144) of the Depositor or the Trust, whichever is later, and is
being effected in accordance with the applicable amount, manner of
sale and notice requirements of paragraphs (e), (f) and (h) of Rule
144;

(B) the transfer is occurring after a holding period of at least
three years has elapsed since the date the Specified Securities were
acquired from the Depositor or the Trust or from an affiliate (as such
term is defined in Rule 144) of the Depositor or the Trust, whichever
is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Depositor or the Trust; or

(C) the Owner is a "QUALIFIED INSTITUTIONAL BUYER" within the
meaning of Rule 144A, and is transferring the Securities to an
institution that is an "accredit investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act in
a transaction exempt from the registration requirements of the
Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trust and the Initial Purchasers.

Dated:
------------------------------------------------------
(Print the name of the Undersigned, as such term is
defined in the second paragraph of this certificate.)

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

F-3

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(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf of
the Undersigned must be stated.)

F-4

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Draft of January 9, 1996

EXHIBIT 4(e)

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

CAPITAL SECURITIES GUARANTEE AGREEMENT

BY AND BETWEEN

ZIONS FIRST NATIONAL BANK,
AS GUARANTOR

ZIONS BANCORPORATION,
AS PARENT GUARANTOR

and

______________________________,

AS GUARANTEE TRUSTEE

RELATING TO

ZIONS INSTITUTIONAL CAPITAL TRUST A

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

Dated as of __________________, 1997

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

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

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ZIONS INSTITUTIONAL CAPITAL TRUST A

Certain Sections of this Guarantee Agreement relating
to Sections 310 through 318 of the
Trust Indenture Act of 1939:

Trust Indenture Act
SECTION GUARANTEE AGREEMENT SECTION
- ------------------- ---------------------------

310(a).. . . . . . . . . . . . . . . . . . . . . 4.1(a)
(b).. . . . . . . . . . . . . . . . . . . . . 4.1(c), 2.8
(c).. . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
(b).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
(c).. . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a).. . . . . . . . . . . . . . . . . . . . . 2.2(a)
(b).. . . . . . . . . . . . . . . . . . . . . 2.2(b)
313. . . . . . . . . . . . . . . . . . . . . . . 2.3
314(a).. . . . . . . . . . . . . . . . . . . . . 2.4
(b).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(c).. . . . . . . . . . . . . . . . . . . . . 2.5
(d).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(e).. . . . . . . . . . . . . . . . . . . . . 1.1, 2.5, 3.2
(f).. . . . . . . . . . . . . . . . . . . . . 2.1, 3.2
315(a).. . . . . . . . . . . . . . . . . . . . . 3.1(d)
(b).. . . . . . . . . . . . . . . . . . . . . 2.7
(c).. . . . . . . . . . . . . . . . . . . . . 3.1
(d).. . . . . . . . . . . . . . . . . . . . . 3.1(d)
316(a).. . . . . . . . . . . . . . . . . . . . . 1.1, 2.6, 5.4
(b).. . . . . . . . . . . . . . . . . . . . . 5.3
(c).. . . . . . . . . . . . . . . . . . . . . 8.2
317(a).. . . . . . . . . . . . . . . . . . . . . Inapplicable
(b).. . . . . . . . . . . . . . . . . . . . . Inapplicable
318(a).. . . . . . . . . . . . . . . . . . . . . 2.1(b)
(b).. . . . . . . . . . . . . . . . . . . . . 2.1
(c).. . . . . . . . . . . . . . . . . . . . . 2.1(a)

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

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TABLE OF CONTENTS
PAGE

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS.............................................. 1

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. TRUST INDENTURE ACT; APPLICATION......................... 4
SECTION 2.2. LIST OF HOLDERS.......................................... 4
SECTION 2.3. REPORTS BY THE GUARANTEE TRUSTEE......................... 5
SECTION 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE................ 5
SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT......... 5
SECTION 2.6. EVENTS OF DEFAULT; WAIVER................................ 5
SECTION 2.7. EVENT OF DEFAULT; NOTICE................................. 5
SECTION 2.8. CONFLICTING INTERESTS.................................... 6

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE............... 6
SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE...................... 7
SECTION 3.3. COMPENSATION; INDEMNITY; FEES............................ 9

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY........................... 9
SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE
TRUSTEE.................................................. 10

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ARTICLE V

GUARANTEE

SECTION 5.1. GUARANTEE................................................ 11
SECTION 5.2. WAIVER OF NOTICE AND DEMAND.............................. 11
SECTION 5.3. OBLIGATIONS NOT AFFECTED................................. 11
SECTION 5.4. RIGHTS OF HOLDERS........................................ 12
SECTION 5.5. GUARANTEE OF PAYMENT..................................... 12
SECTION 5.6. SUBROGATION.............................................. 12
SECTION 5.7. INDEPENDENT OBLIGATIONS.................................. 12

ARTICLE VI

PARENT GUARANTEE

SECTION 6.1. PARENT GUARANTEE
SECTION 6.2. PARENT GUARANTOR WAIVER OF NOTICE AND DEMAND............. 13
SECTION 6.3. PARENT GUARANTOR OBLIGATIONS NOT AFFECTED................ 13
SECTION 6.4. RIGHTS OF HOLDERS........................................ 14
SECTION 6.5. GUARANTEE OF PAYMENT..................................... 14
SECTION 6.6. SUBROGATION OF PARENT GUARANTOR.......................... 14
SECTION 6.7. INDEPENDENT OBLIGATIONS OF PARENT GUARANTOR.............. 15
SECTION 7.1. SUBORDINATION............................................ 15
SECTION 7.2. PARI PASSU GUARANTEES.................................... 15

ARTICLE VIII

TERMINATION

SECTION 8.1. TERMINATION.............................................. 15

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. SUCCESSORS AND ASSIGNS................................... 16
SECTION 9.2. AMENDMENTS............................................... 16
SECTION 9.3. NOTICES.................................................. 16
SECTION 9.4. BENEFIT.................................................. 17
SECTION 9.5. GOVERNING LAW............................................ 17
SECTION 9.6. COUNTERPARTS............................................. 18

<PAGE>

GUARANTEE AGREEMENT, dated as of _________________, 1997, among ZIONS FIRST
NATIONAL BANK, a national banking association (the "GUARANTOR"), having its
principal office at 1380 Gateway Tower East, Salt Lake City, Utah 84133, ZIONS
BANCORPORATION, a Utah corporation (the "Parent Guarantor") and
_________________________________, a __________________________, as trustee (the
"GUARANTEE TRUSTEE"), for the benefit of the Holders (as defined herein) from
time to time of the Capital Securities (as defined herein) of ZIONS
INSTITUTIONAL CAPITAL TRUST A, a Delaware statutory business trust (the "ISSUER
TRUST").

RECITALS OF THE CORPORATION

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
December 26, 1996 (the "TRUST AGREEMENT"), among Zions First National Bank, as
Depositor, the Property Trustee and the Delaware Trustee named therein and the
Administrative Trustees named therein, the Issuer Trust is issuing $200,000,000
aggregate Liquidation Amount (as defined in the Trust Agreement) of its 8.536%
Capital Securities, Series A (liquidation amount $1,000 per capital security)
(the "CAPITAL SECURITIES"), representing preferred undivided beneficial
interests in the assets of the Issuer Trust and having the terms set forth in
the Trust Agreement; and

WHEREAS, the Capital Securities will be issued by the Issuer Trust and the
proceeds thereof, together with the proceeds from the issuance of the Issuer
Trust's Common Securities (as defined herein), will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor, which
Debentures will be guaranteed by the Parent Guarantor and will be deposited with
Chemical Trust Company of California, as Property Trustee under the Trust
Agreement, as trust assets; and

WHEREAS, as an incentive for the Holders to purchase Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Capital Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein and the Parent Guarantor desires irrevocably and
unconditionally to guarantee the obligations of the Guarantor hereunder.

NOW, THEREFORE, in consideration of the purchase of Capital Securities by
each Holder, which purchase each of the Guarantor and the Parent Guarantor
hereby acknowledges shall benefit the Guarantor and the Parent Guarantor, the
Guarantor and the Parent Guarantor each executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time.

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS.

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

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

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

(d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles;

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

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

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

"CAPITAL SECURITIES" has the meaning specified in the recitals to this
Guarantee Agreement.

"COMMON SECURITIES" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

"EVENT OF DEFAULT" means (i) a default by either the Guarantor or the
Parent Guarantor in any of its respective payment obligations under this
Guarantee Agreement or (ii) a default by either the Guarantor or the Parent
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

"GUARANTEE AGREEMENT" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

"GUARANTEE PAYMENTS" means the following payments or distributions, without
duplication, with respect to the Capital Securities, to the extent not paid or
made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Capital Securities, to the extent the Issuer Trust shall have funds on hand
available therefor at such time; (ii) the Redemption Price (as defined in the
Trust Agreement) with respect to any Capital Securities called for redemption by
the Issuer Trust, to the extent the Issuer Trust shall have funds on hand
available therefor at such time; and (iii) upon a voluntary or involuntary
termination, winding-up or liquidation of the Issuer Trust, unless Debentures
are distributed to the Holders, the lesser of (a) the Liquidation Distribution
(as defined in the Trust Agreement) with respect to the Capital Securities, to
the extent that the Issuer Trust shall have funds on hand available therefor at
such time, and (b) the amount of assets of the Issuer Trust remaining available
for distribution to Holders on liquidation of the Issuer.

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"GUARANTEE TRUSTEE" means ______________________________, solely in its
capacity as Guarantee Trustee and not in its individual capacity, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement, and thereafter means each
such Successor Guarantee Trustee.

"GUARANTOR" has the meaning specified in the first paragraph of this
Guarantee Agreement.

"HOLDER" means any Holder (as defined in the Trust Agreement) of any
Capital Securities; PROVIDED, HOWEVER, that in determining whether the holders
of the requisite percentage of Capital Securities have given any request,
notice, consent or waiver hereunder, "HOLDER" shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

"INDENTURE" means the Junior Subordinated Indenture, dated as of December
26, 1996, among Zions First National Bank, Zions Bancorporation, as guarantor
and Chemical Trust Company of California, as trustee, as the same may be
modified, amended or supplemented from time to time.

"ISSUER TRUST" has the meaning specified in the first paragraph of this
Guarantee Agreement.

"LIST OF HOLDERS" has the meaning specified in Section 2.2(a).

"MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES" means, except as
provided by the Trust Indenture Act, Capital Securities representing more than
50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of
all Capital Securities then Outstanding (as defined in the Trust Agreement).

"OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Guarantor, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

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

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

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

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

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

<PAGE>

"RESPONSIBLE OFFICER" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Guarantee Trustee and also means, with respect to a
particular matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

"SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"TRUST AGREEMENT" means the Amended and Restated Trust Agreement of the
Issuer Trust referred to in the recitals to this Guarantee Agreement, as
modified, amended or supplemented from time to time.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this Guarantee Agreement was executed; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after
such date, "TRUST INDENTURE ACT" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. TRUST INDENTURE ACT; APPLICATION.

Except as otherwise expressly provided herein, the Trust Indenture Act
shall apply as a matter of contract to this Guarantee Agreement for purposes of
interpretation, construction and defining the rights and obligations hereunder,
and this Guarantee Agreement, the Guarantor and the Guarantee Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Guarantee
Agreement were qualified under that Act on the date hereof. Except as otherwise
expressly provided herein, if and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2. LIST OF HOLDERS.

(a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before June 30 and December 31 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders (a "LIST OF HOLDERS") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and has not
otherwise been received by the Guarantee Trustee in its capacity as such. The
Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

<PAGE>

(b) The Guarantee Trustee shall comply with the requirements of Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3. REPORTS BY THE GUARANTEE TRUSTEE.

Not later than 60 days after December 31 of each year, commencing December
31, 1996, the Guarantee Trustee shall provide to the Holders such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee
Agreement shall have been qualified under the Trust Indenture Act, the Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

SECTION 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

The Guarantor shall provide to the Guarantee Trustee and the Holders such
documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, PROVIDED that such documents, reports
and information shall be required to be provided to the Securities and Exchange
Commission only if this Guarantee Agreement shall have been qualified under the
Trust Indenture Act.

SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 2.6. EVENTS OF DEFAULT; WAIVER.

The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, by vote, on behalf of the Holders of all the Capital Securities,
waive any past default or Event of Default and its consequences. Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Guarantee Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

SECTION 2.7. EVENT OF DEFAULT; NOTICE.

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notice of any such Event of Default known to the Guarantee Trustee, unless such
Event of Default has been cured before the giving of such notice, PROVIDED that,
except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.

<PAGE>

(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

SECTION 2.8. CONFLICTING INTERESTS.

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

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Guarantee Trustee hereunder. The right, title and interest of the Guarantee
Trustee, as such, hereunder shall automatically vest in any Successor Guarantee
Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

(i) Prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee
Agreement (including pursuant to Section 2.1), and the Guarantee
Trustee shall not be liable except for the performance

<PAGE>

of such duties and obligations as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1); and

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

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

(iii) The Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a Majority in Liquidation
Amount of the Capital Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee
Trustee, or exercising any trust or power conferred upon the Guarantee
Trustee under this Guarantee Agreement.

(iv) Subject to Section 3.1(b), no provision of this Guarantee
Agreement shall require the Guarantee Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers, if the
Guarantee Trustee shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it under
the terms of this Guarantee Agreement or indemnity reasonably satisfactory
to it against such risk or liability is not reasonably assured to it.

SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may 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 reasonably believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties.

(ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise prescribed herein.

(iii) Whenever, in the administration of this Guarantee Agreement, the
Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is

<PAGE>

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 from the Guarantee Trustee, shall be promptly
delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel, and the
written advice or opinion of such legal counsel with respect to legal
matters shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in accordance with such advice or opinion. Such legal
counsel may be legal counsel to the Guarantor or any of its Affiliates and
may be one of its employees. The Guarantee Trustee shall have the right at
any time to seek instructions concerning the administration of this
Guarantee Agreement from any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder unless such Holder shall have provided
to the Guarantee Trustee such security and indemnity reasonably
satisfactory to it as would satisfy a reasonable person in the position of
the Guarantee Trustee against the costs, expenses (including attorneys'
fees and expenses) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable
advances as may be requested by the Guarantee Trustee; PROVIDED that
nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Guarantee
Agreement.

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

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

(viii) Whenever in the administration of this Guarantee Agreement the
Guarantee Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Guarantee Trustee (A) may request instructions from the
Holders, (B) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (C) shall be fully
protected in acting in accordance with such instructions.

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

<PAGE>

SECTION 3.3. COMPENSATION; INDEMNITY; FEES.

The Guarantor agrees:

(a) to pay to the Guarantee Trustee from time to time such reasonable
compensation for all services rendered by it hereunder as may be agreed by
the Guarantor and the Guarantee Trustee from time to time (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

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

(c) to indemnify the Guarantee Trustee and its directors, officers,
employees and agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, wilful misconduct or bad
faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.

The Guarantee Trustee will not claim or exact any lien or charge on any
Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY.

(a) There shall at all times be a Guarantee Trustee which shall:

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

(ii) be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least
$10,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then, for the purposes of this
Section 4.1 and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

<PAGE>

(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.

(a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or
removed at any time by the action of the Holders of a Majority in Liquidation
Amount of the Capital Securities delivered to the Guarantee Trustee and the
Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in
the Trust Agreement) shall have occurred and be continuing at any time.

(b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by giving written notice
thereof to the Holders and the Guarantor and by appointing a successor Guarantee
Trustee. The Guarantee Trustee shall appoint a successor by requesting from at
least three Persons meeting the requirements of Section 4.1(a) their expenses
and charges to serve as the Guarantee Trustee, and selecting the Person who
agrees to the lowest expenses and charges.

(c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed and shall have accepted
such appointment. No removal or resignation of a Guarantee Trustee shall be
effective until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and, in the case of any
resignation, the resigning Guarantee Trustee.

(d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Holders and the Guarantor of a notice of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

(e) If a resigning Guarantee Trustee shall fail to appoint a successor, or
if a Guarantee Trustee shall be removed or become incapable of acting as
Guarantee Trustee and a replacement shall not be appointed prior to such
resignation or removal, or if a vacancy shall occur in the office of Guarantee
Trustee for any cause, the Holders of the Capital Securities, by the action of
the Holders of record of not less than 25% in aggregate Liquidation Amount (as
defined in the Trust Agreement) of the Capital Securities then Outstanding (as
defined in the Trust Agreement) delivered to such Guarantee Trustee, may appoint
a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee
shall have been so appointed by the Holders of the Capital Securities and
accepted appointment, any Holder, on behalf of such Holder and all others
similarly situated, or any other Guarantee Trustee, may petition any court of
competent jurisdiction for the appointment of a successor Guarantee Trustee.

<PAGE>

ARTICLE V

GUARANTEE

SECTION 5.1. GUARANTEE.

The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer Trust may have or
assert, except the defense of payment. The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.

SECTION 5.2. WAIVER OF NOTICE AND DEMAND.

The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer Trust or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

SECTION 5.3. OBLIGATIONS NOT AFFECTED.

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

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Capital Securities
to be performed or observed by the Issuer Trust;

(b) the extension of time for the payment by the Issuer Trust of all
or any portion of the Distributions (other than an extension of time for
payment of Distributions that results from the extension of any interest
payment period on the Debentures as provided in the Indenture), Redemption
Price, Liquidation Distribution or any other sums payable under the terms
of the Capital Securities or the extension of time for the performance of
any other obligation under, arising out of, or in connection with, the
Capital Securities;

(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital
Securities, or any action on the part of the Issuer Trust granting
indulgence or extension of any kind;

(e) any invalidity of, or defect or deficiency in, the Capital
Securities;

<PAGE>

(f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Section
5.3 that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

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

SECTION 5.4. RIGHTS OF HOLDERS.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust
or any other Person.

SECTION 5.5. GUARANTEE OF PAYMENT.

This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Debentures to Holders as
provided in the Trust Agreement.

SECTION 5.6. SUBROGATION.

The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; PROVIDED, HOWEVER, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.7. INDEPENDENT OBLIGATIONS.

The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer Trust with respect to the Capital Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

<PAGE>

ARTICLE VI

PARENT GUARANTEE

SECTION 6.1. PARENT GUARANTEE.

The Parent Guarantor irrevocably and unconditionally agrees to pay in full
to the Holders any amounts payable hereunder by the Guarantor to the extent not
paid by the Guarantor and not caused by the Guarantor to be paid by the Issuer
Trust (without duplication of amounts theretofore paid by or on behalf of the
Guarantor or the Issuer Trust), as and when due, regardless of any defense,
right of set-off or counterclaim that the Guarantor may have or assert, except
the defense of payment. The Parent Guarantor's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the Parent
Guarantor to the Holders or by causing the Guarantor or the Issuer Trust to pay
such amounts to the Holders.

SECTION 6.2. PARENT GUARANTOR WAIVER OF NOTICE AND DEMAND.

The Parent 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 Guarantee Trustee,
the Guarantor, the Issuer Trust or any other Person before proceeding against
the Parent Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

SECTION 6.3. PARENT GUARANTOR OBLIGATIONS NOT AFFECTED.

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

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust or the Guarantor of any
express or implied agreement, covenant, term or condition relating to the
Capital Securities or the Guarantee set forth in Article V hereof to be
performed or observed by the Issuer Trust or the Guarantor, respectively;

(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital
Securities, or any action on the part of the Issuer Trust granting
indulgence or extension of any kind;

<PAGE>

(e) any invalidity of, or defect or deficiency in, the Capital
Securities or the guarantee set forth in Article V hereof;

(f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Section
6.3 that the obligations of the Parent Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

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

SECTION 6.4. RIGHTS OF HOLDERS.

The Parent Guarantor expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the Parent
Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust,
the Guarantor or any other Person.

SECTION 6.5. GUARANTEE OF PAYMENT.

The guarantee set forth in this Article VI creates a guarantee of payment
and not of collection. This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by the Guarantor or the Issuer Trust) or upon the distribution
of Debentures to Holders as provided in the Trust Agreement.

SECTION 6.6. SUBROGATION OF PARENT GUARANTOR.

The Parent Guarantor shall be subrogated to all rights (if any) of the
Holders against the Issuer Trust and the Guarantor in respect of any amounts
paid to the Holders by the Parent Guarantor under this Article VI; PROVIDED,
HOWEVER, that the Parent Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any rights which
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Article VI if, at the
time of any such payment, any amounts are due and unpaid under this Guarantee
Agreement. If any amount shall be paid to the Parent Guarantor in

<PAGE>

violation of the preceding sentence, the Parent Guarantor agrees to hold such
amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 6.7. INDEPENDENT OBLIGATIONS OF PARENT GUARANTOR.

The Parent Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Guarantor with respect to the Guarantee
set forth in Article V hereof and independent of the obligations of the Issuer
Trust with respect to the Capital Securities and that the Parent Guarantor shall
be liable as principal and as debtor hereunder to make payments pursuant to the
terms of this Article VI notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 6.3 hereof.

ARTICLE VII

COVENANTS AND SUBORDINATION

SECTION 7.1. SUBORDINATION.

The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) of the Guarantor to the extent and in the manner set forth in the
Indenture with respect to the Debentures, and the provisions of Article XIII of
the Indenture will apply, MUTATIS MUTANDIS, to the obligations of the Guarantor
hereunder. The obligations of the Guarantor hereunder do not constitute Senior
Indebtedness (as defined in the Indenture) of the Guarantor.

SECTION 7.2. PARI PASSU GUARANTEES.

The obligations of the Guarantor under this Guarantee Agreement shall rank
PARI PASSU with the obligations of the Guarantor under (i) any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred or
capital securities issued by any Issuer Trust (as defined in the Indenture),
(ii) the Indenture and the Securities (as defined therein) issued thereunder;
(iii) the Expense Agreement (as defined in the Trust Agreement) and any similar
expense agreements entered into by the Guarantor in connection with the offering
of Capital Securities (as defined in the Indenture) by any Issuer Trust (as
defined in the Indenture), and (iv) any other security, guarantee or other
agreement or obligation that is expressly stated to rank PARI PASSU with the
obligations of the Guarantor under this Guarantee Agreement or with any
obligation that ranks PARI PASSU with the obligations of the Guarantor under
this Guarantee Agreement.

ARTICLE VIII

TERMINATION

SECTION 8.1. TERMINATION.

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price (as defined in the Trust
Agreement) of all Capital Securities, (ii) the distribution of Debentures to the
Holders in exchange for all of the Capital Securities or (iii) full

<PAGE>

payment of the amounts payable in accordance with Article IX of the Trust
Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder is required to repay any sums paid
with respect to Capital Securities or this Guarantee Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. SUCCESSORS AND ASSIGNS.

All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and the Parent Guarantor and shall inure to the benefit of the Holders
of the Capital Securities then outstanding. Except in connection with a
consolidation, merger or sale involving the Guarantor or the Parent 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 or the Parent
Guarantor's, as the case may be, obligations hereunder, the Guarantor or the
Parent Guarantor shall not assign its obligations hereunder, and any purported
assignment other than in accordance with this provision shall be void.

SECTION 9.2. AMENDMENTS.

Except with respect to any changes that do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 9.3. NOTICES.

Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Parent Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number as the Parent Guarantor may
give notice to the Guarantee Trustee and the Holders:

Zions Bancorporation
1380 Gateway Tower East
Salt Lake City, Utah 84133
Attention: Dale Gibbons
Telecopy: (801) 524-2129

(b) if given to the Guarantor, to the address or telecopy number set forth
below or to such other address or telecopy number as the Guarantor may give
notice to the Guarantee Trustee and the Holders:

<PAGE>

Zions First National Bank
1380 Gateway Tower East
Salt Lake City, Utah 84133
Attention: Dale Gibbons
Telecopy: (801) 524-2129

(c) if given to the Guarantee Trustee, at the Issuer Trust's address or
telecopy number set forth below or such other address or telecopy number as the
Guarantee Trustee may give notice to the Guarantor and Holders:

-------------------------
-------------------------
-------------------------
-------------------------
Attention:
---------------
Telecopy:
---------------
with a copy to:

Zions Institutional Capital Trust A
c/o Zions First National Bank
1380 Gateway Tower East
Salt Lake City, Utah 84133
Attention: Dale Gibbons
Telecopy: (801) 524-2129

All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address 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 Agreement is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

SECTION 9.5. GOVERNING LAW.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

SECTION 9.6. COUNTERPARTS.

IN WITNESS WHEREOF, the parties hereto have executed this Guarantee
Agreement as of the day and year first above written.

ZIONS FIRST NATIONAL BANK

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

ZIONS BANCORPORATION,
as Parent Guarantor

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

-----------------------------,
as Guarantee Trustee

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

<PAGE>

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
______________________ of Zions Bancorporation, one of the associations
described in and which executed the foregoing instrument; that he/she knows the
seal of said assocation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said assocation; and that he/she signed his name thereto by like authority.

-----------------------------------------------
Notary Public

<PAGE>

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he/she is
______________________ of Zions First National Bank one of the associations
described in and which executed the foregoing instrument; that he/she knows the
seal of said association; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said assocation; and that he/she signed his name thereto by like authority.

---------------------------------------------
Notary Public

<PAGE>

STATE OF )
: ss.:
COUNTY OF )

On the th day of December 1996, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he/she is
______________________ of ___________________________, one of the corporations
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he/she signed his name thereto by like authority.

----------------------------------------------
Notary Public

<PAGE>

EXHIBIT 4(f)

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of December 26, 1996,
among Zions Bancorporation, a Utah corporation (the "Corporation"), Zions First
National Bank (the "Bank"), Zions Institutional Capital Trust A, a Delaware
statutory business trust (the "Trust"), and Goldman, Sachs & Co., Citicorp
Securities, Inc. and Dean Witter Reynolds Inc., as the initial purchasers (the
"Initial Purchasers") of the 8.536% Capital Securities, Series A of the Trust,
which are guaranteed by the Bank and the Corporation.

1.CERTAIN DEFINITIONS.

For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:

(a) "ADMINISTRATIVE TRUSTEES" shall mean the Administrative Trustees
named under the Trust Agreement.

(b) "BANK" shall have the meaning assigned thereto in the first
paragraph of this Exchange and Registration Rights Agreement.

(c) "CAPITAL SECURITIES" shall mean the 8.536% Capital Securities,
Liquidation Amount $1,000 per Capital Security, to be issued under the
Trust Agreement and sold to the Initial Purchasers, and securities issued
in exchange therefor, other than Debentures, or in lieu thereof pursuant to
the Trust Agreement.

(d) "CLOSING DATE" shall mean the date on which the Capital
Securities are initially issued.

(e) "COMMISSION" shall mean the Securities and Exchange Commission,
or any other federal agency at the time administering the Exchange Act or
the Securities Act, whichever is the relevant statute for the particular
purpose.

(f) "CORPORATION" shall have the meaning assigned thereto in the
first paragraph of this Exchange and Registration Rights Agreement.

(g) "DEBENTURES" shall mean the 8.536% Junior Subordinated Deferrable
Interest Debentures, Series A of the Bank in the aggregate principal amount
of $206,186,000 to be issued under the Indenture, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture.

(h) "DEBENTURE TRUSTEE" shall mean the trustee under the Indenture.

(i) "EFFECTIVE TIME", in the case of (i) an Exchange Offer, shall
mean the time and date as of which the Commission declares the Exchange
Offer Registration Statement effective or as of which the Exchange Offer
Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the

<PAGE>

Commission declares the Shelf Registration effective or as of which the Shelf
Registration otherwise becomes effective.

(j) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

(k) "EXCHANGE OFFER" shall have the meaning assigned thereto in
Section 2(a) hereof.

(l) "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning
assigned thereto in Section 2(a) hereof.

(m) "EXCHANGE REGISTRATION" shall have the meaning assigned thereto
in Section 3(f) hereof.

(n) "EXCHANGE SECURITIES" shall have the meaning assigned thereto in
Section 2(a) hereof.

(o) "GUARANTEE" shall mean the guarantee of the Capital Securities by
the Bank under the Guarantee Agreement, dated as of December 26, 1996,
among the Corporation, the Bank and Chemical Trust Company of California,
as Guarantee Trustee.

(p) "GUARANTEE TRUSTEE" shall mean the person so designated pursuant
to the Guarantee.

(q) The term "HOLDER" shall mean each of the Initial Purchasers for
so long as they own any Registrable Securities, and such of their
respective successors and assigns who acquire Registrable Securities,
directly or indirectly, from such persons or from any successor or assign
of such persons, in each case for so long as such persons own any
Registrable Securities.

(r) "INDENTURE" shall mean the Junior Subordinated Indenture, dated
as of December 26, 1996, among the Corporation, the Bank and Chemical Trust
Company of California, as Trustee, as the same shall be amended from time
to time.

(s) "INITIAL PURCHASERS" shall have the meaning assigned thereto in
the first paragraph of this Exchange and Registration Rights Agreement.

(t) "LIQUIDATION AMOUNT" shall mean the stated amount of $1,000 per
Trust Security.

(u) "PARENT GUARANTEE" shall mean the guarantee by the Corporation of
the obligations of the Bank under the Debentures, the Indenture and the
Guarantee.

(v) The term "PERSON" shall mean a corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.

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<PAGE>

(w) "PROPERTY TRUSTEE" shall mean the person so designated pursuant
to the Trust Agreement.

(x) "REGISTRABLE SECURITIES" shall mean the Capital Securities and
the Parent Guarantee; PROVIDED, HOWEVER, that such Securities shall cease
to be Registrable Securities when (i) in the circumstances contemplated by
Section 2(a) hereof, such Securities have been exchanged for Exchange
Securities in an Exchange Offer as contemplated in Section 2(a) (PROVIDED
that any Exchange Securities received by a broker-dealer in an Exchange
Offer in exchange for Registrable Securities that were not acquired by the
broker-dealer directly from the Corporation or the Trust will also be
Registerable Securities through and including the earlier of the 180th day
after the Exchange Offer is completed or such time as such broker-dealer no
longer owns such Exchange Securities); (ii) in the circumstances
contemplated by Section 2(b) hereof, a registration statement registering
such Securities under the Securities Act has been declared or becomes
effective and such Securities have been sold or otherwise transferred by
the holder thereof pursuant to such effective registration statement;
(iii) such Securities are sold pursuant to Rule 144 under circumstances in
which any legend borne by such Securities relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed
or such Securities are eligible to be sold pursuant to paragraph (k) of
Rule 144; or (iv) such Securities shall cease to be outstanding.

(y) "REGISTRATION DEFAULT" shall have the meaning assigned thereto in
Section 2(c) hereof.

(z) "REGISTRATION DEFAULT INTEREST" shall have the meaning assigned
thereto in Section 2(c) hereof.

(aa) "REGISTRATION DEFAULT DISTRIBUTIONS" shall have the meaning
assigned thereto in Section 2(c).

(ab) "REGISTRATION EXPENSES" shall have the meaning assigned thereto
in Section 4 hereof.

(ac) "RESALE PERIOD" shall have the meaning assigned thereto in
Section 2(a) hereof.

(ad) "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate
of the Corporation, the Bank or the Trust within the meaning of Rule 405,
(ii) a holder who acquires Exchange Securities outside the ordinary course
of such holder's business or (iii) a holder who has arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing Exchange Securities.

(ae) "RULE 144," "RULE 405" AND "RULE 415" shall mean, in each case,
such rule promulgated under the Securities Act.

(af) "SECURITIES" shall mean, collectively, the Capital Securities,
the Guarantee, the Debentures and the Parent Guarantee.

-3-
<PAGE>

(ag) "SECURITIES ACT" shall mean the Securities Act of 1933, or any
successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

(ah) "SHELF REGISTRATION" shall have the meaning assigned thereto in
Section 2(b) hereof.

(ai) "TRUST" shall have the meaning assigned thereto in the first
paragraph of this Exchange and Registration Rights Agreement.

(aj) "TRUST AGREEMENT" shall mean the Amended and Restated Trust
Agreement, dated as of December 26, 1996, among the Bank, as Depositor,
Chemical Trust Company of California, as Property Trustee, Chase Manhattan
Bank Delaware, as Delaware Trustee, the Administrative Trustees named
therein and the holders from time to time of beneficial interests in the
Trust.

(ak) "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939,
or any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

(al) "TRUST SECURITIES" shall mean collectively the Capital
Securities, and the Common Securities to be issued under the Trust
Agreement to the Bank.

Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision. Unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor statute,
rule or regulation thereto) as it may be amended from time to time.

2. REGISTRATION UNDER THE SECURITIES ACT.

(a) Except as set forth in Section 2(b) below, the Corporation and the
Trust agree to use their reasonable best efforts to file under the Securities
Act within 150 days after the Closing Date, a registration statement (the
"Exchange Offer Registration Statement") relating to an offer to exchange (the
"Exchange Offer") (i) any and all of the Capital Securities for a like aggregate
amount of capital securities issued by the Trust and guaranteed by the Bank and
further guaranteed by the Corporation, which capital securities and guarantee
are identical to the Capital Securities and the Guarantee, respectively except
that the Capital Securities have been registered pursuant to an effective
registration statement under the Securities Act, do not contain restrictions on
transfers and do not contain provisions for the additional interest and
additional distributions contemplated in Section 2(c) below and (ii) the Parent
Guarantee for a like guarantee by the Corporation of the obligations of the Bank
under the Debentures and the Guarantee, which guarantee is identical to the
Parent Guarantee (and is entitled to the benefits of trust indentures which have
been qualified under the Trust Indenture Act), except that it has been
registered pursuant to an effective registration statement under the Securities
Act and does not contain restrictions on transfers (such new Capital Securities
and Parent Guarantee the hereinafter called

-4-
<PAGE>

"Exchange Securities"). The Corporation and the Trust agree to use their
reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Securities Act within 180 days after the Closing
Date. The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Corporation and the Trust further agree
to use their reasonable best efforts to commence and complete the Exchange Offer
promptly after the Exchange Offer Registration Statement has become effective,
hold the Exchange Offer open for not less than 30 days (or longer if required by
applicable law) after the date notice of the Exchange Offer has been mailed to
holders of the Capital Securities and the Debentures and Exchange Securities for
all Securities that have been properly tendered and not withdrawn on or prior to
the expiration of the Exchange Offer. In connection with any Parent Guarantee
properly tendered and not withdrawn pursuant to an Exchange Offer, the Bank
agrees, pursuant to the provisions of Section 3.5(c) of the Indenture to
exchange the certificate representing the related Debentures for a certificate
not bearing legends related to restrictions on transfers. The Exchange Offer
will be deemed to have been completed only if the Exchange Securities received
by holders other than Restricted Holders in the Exchange Offer are, upon
receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act and without material restrictions under the
blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Corporation and the Trust having
exchanged the Exchange Securities for all outstanding Capital Securities and
Parent Guarantees relating to all outstanding Debentures pursuant to the
Exchange Offer and (ii) the Corporation and the Trust having exchanged, pursuant
to the Exchange Offer, Exchange Securities for all Capital Securities and Parent
Guarantees that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is not less than
30 days following the commencement of the Exchange Offer. The Corporation and
the Trust, agree (x) to include in the registration statement a prospectus for
use in connection with any resales of Exchange Securities by a holder that is a
broker-dealer, other than resales of Exchange Securities received by a broker-
dealer pursuant to the Exchange Offer in exchange for Registrable Securities
acquired by such broker-dealer directly from the Trust, and (y) to keep the
Exchange Offer Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of (i) either (a) the expiration of the 180th
day after the Exchange Offer has been completed or (b) in the event the
Corporation and the Trust have at any time notified any broker-dealers pursuant
to Section 3(f)(iii) hereof, the day beyond the 180th day after the Exchange
Offer has been completed that reflects an additional period of days equal to the
number of days during all of the periods from and including the dates the
Corporation and the Trust give notice pursuant to Section 3(f)(iii)(F) hereof to
and including the date when broker-dealers receive an amended or supplemented
prospectus necessary to permit resales of Exchange Securities or to and
including the date on which the Corporation and the Trust give notice that the
resale of Exchange Securities under the Exchange Offer Registration Statement
may resume or (ii) such time as such broker-dealers no longer own any
Registrable Securities. With respect to such registration statement, each
broker-dealer that holds Exchange Securities received in an Exchange Offer in
exchange for Registerable Securities not acquired by it directly from the Trust
shall have the benefit of the rights of indemnification and contribution set
forth in Section 6 hereof.

-5-
<PAGE>

(b) If (i) prior to the consummation of the Exchange Offer existing
applicable law or Commission interpretations are changed such that the capital
securities, related guarantee of the Bank and related parent guarantee of the
Corporation to be received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer Registration Statement is not declared effective within
180 days of the Closing Date, (iii) the Corporation or the Bank has received an
opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of the consummation of the Exchange
Offer, there is more than an insubstantial risk that (a) the Trust is, or will
be, subject to United States federal income tax with respect to income received
or accrued on the Debentures, (b) interest payable by the Bank on the Debentures
is not, or will not be, deductible by the Corporation, in whole or in part, for
United States federal income tax purposes, or (c) the Trust is, or will be,
subject to more than a DE MINIMIS amount of other taxes, duties or other
governmental charges, then in addition to or in lieu of conducting the Exchange
Offer contemplated by Section 2(a), the Corporation and the Trust shall file
under the Securities Act as promptly as practicable a "shelf" registration
statement providing for the registration of, and the sale on a continuous or
delayed basis by the holders of, all of the Registrable Securities, pursuant to
Rule 415 or any similar rule that may be adopted by the Commission (the "Shelf
Registration"). The Administrative Trustees will promptly deliver to the holders
of the Capital Securities, the Property Trustee and the Delaware Trustee, or the
Bank will promptly deliver to the holders of the Debentures, if not the Trust,
written notice that the Corporation and the Trust will be complying with the
provisions of this Section 2(b). The Corporation and the Trust agree to use
their reasonable best efforts to cause the Shelf Registration to become or be
declared effective and to keep such Shelf Registration continuously effective
for a period ending on the earlier of (i) either (x) the third anniversary of
the Closing Date or (y) in the event the Corporation and the Trust have at any
time suspended the use of the prospectus contained in the Shelf Registration
pursuant to Section 3(c) hereof, the date beyond the third anniversary of the
Closing Date that reflects an additional period of days equal to the number of
days during all of the periods from and including the dates the Corporation and
the Trust give notice of such suspension pursuant to Section 3(c) to and
including the date when holders of Registrable Securities receive an amended or
supplemented prospectus necessary to permit resales as Registrable Securities
under the Registration Shelf or to and including the date on which the
Corporation and the Trust give notice that the resale to Registrable Securities
may resume or (ii) such time as there are no longer any Registrable Securities
outstanding. The Corporation and the Trust further agree to supplement or make
amendments to the Shelf Registration, as and when required by the rules,
regulations or instructions applicable to the registration form used by the
Corporation and the Trust for such Shelf Registration or by the Securities Act
or rules and regulations thereunder for shelf registration, and the Corporation
and the Trust agree to furnish to the holders of the Registrable Securities
copies of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

(c) If the Corporation, the Bank or the Trust fail to comply with this
Exchange and Registration Rights Agreement or if the Exchange Offer Registration
Statement or the Shelf Registration fails to become effective (any such event a
"Registration Default"), then, as liquidated damages, registration default
interest (the "Registration Default Interest") shall become payable in respect
of the Debentures, and corresponding registration default Distributions (the
"Registration Default Distributions"), shall become payable on the Trust
Securities as follows:

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<PAGE>

(i) if (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is filed with the Commission on or prior to
the 150th day after the Closing Date or (B) notwithstanding that the
Corporation and the Trust have consummated or will consummate an Exchange
Offer, the Corporation and the Trust are required to file a Shelf
Registration and such Shelf Registration is not filed on or prior to the
date required by this Exchange and Registration Rights Agreement, then
commencing on the day after either such required filing date, Registration
Default Interest shall accrue on the principal amount of the Debentures,
and Registration Default Distributions shall accumulate on the Liquidation
Amount of the Trust Securities, each at a rate of 0.25% per annum; or

(ii) if (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration is declared effective by the Commission on or prior to
the 30th day after the applicable required filing date or (B)
notwithstanding that the Corporation and the Trust have consummated or will
consummate an Exchange Offer, the Corporation and the Issuer are required
to file a Shelf Registration and such Shelf Registration is not declared
effective by the Commission on or prior to the 30th day after the date such
Shelf Registration was required to be filed, then commencing on the 31st
day after the applicable required filing date, Registration Default
Interest shall accrue on the principal amount of the Debentures, and
Registration Default Distributions shall accumulate on the Liquidation
Amount of the Trust Securities, each at a rate of 0.25% per annum; or

(iii) if (A) the Trust and the Corporation have not exchanged Exchange
Securities for all Capital Securities and Parent Guarantees validly
tendered, in accordance with the terms of the Exchange Offer on, or prior
to the 30th day after the date on which the Exchange Offer Registration
Statement was declared effective or (B) if applicable, the Shelf
Registration has been declared effective and such Shelf Registration ceases
to be effective at any time prior to the third anniversary of the Closing
Date (other than after such time as there are no longer any Registrable
Securities), then Registration Default Interest shall accrue on the
principal amount of Debentures, and Registration Default Distributions
shall accumulate on the Liquidation Amount of the Trust Securities, each at
a rate of 0.25% per annum commencing on (x) the 31st day after such
effective date, in the case of (A) above, or (y) the day such Shelf
Registration ceases to be effective in the case of (B) above;

PROVIDED, HOWEVER, that neither the Registration Default Interest rate on the
Debentures, nor the Registration Default Distributions rate on the Liquidation
Amount of the Trust Securities, shall exceed in the aggregate 0.25% per annum;
PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the Exchange Offer
Registration Statement or a Shelf Registration (in the case of clause (i)
above), (2) upon the effectiveness of the Exchange Offer Registration Statement
or a Shelf Registration (in the case of clause (ii) above), (3) upon the
exchange of Exchange Securities for all Capital Securities and Parent Guarantees
tendered (in the case of clause (iii) (A) above), or upon the effectiveness of
the Shelf Registration which had ceased to remain effective (in the case of
clause (iii) (B) above) or (4) upon the expiration of three years after the
Closing Date, Registration Default Interest on the Debentures, and Registration
Default Distributions on the Liquidation Amount of the Trust Securities as a
result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.

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<PAGE>

(d) Any reference herein to a registration statement shall be deemed to
include any document incorporated therein by reference as of the applicable
Effective Time and any reference herein to any post-effective amendment to a
registration statement shall be deemed to include any document incorporated
therein by reference as of a time after such Effective Time.

3. REGISTRATION PROCEDURES.

The following provisions shall apply to registration statements filed
pursuant to Section 2:

(a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Corporation, the Bank and the Trust shall
qualify the Indenture, the Trust Agreement and the Guarantee under the Trust
Indenture Act of 1939.

(b) In connection with the Corporation's and the Trust's obligations with
respect to the Shelf Registration, if applicable, the Corporation and the Trust
shall, as soon as reasonably practicable (or as otherwise specified herein):

(i) prepare and file with the Commission a registration statement with
respect to the Shelf Registration on any form which may be utilized by the
Trust and the Corporation and which shall permit the disposition of the
Registrable Securities in accordance with the intended method or methods
thereof, as specified in writing by the holders of the Registrable
Securities, and use their reasonable best efforts to cause such
registration statement to become effective as soon as practicable
thereafter;

(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of
such registration statement for the period specified in Section 2(b) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such registration
statement, and furnish to the holders of the Registrable Securities copies
of any such supplement or amendment simultaneously with or prior to its
being used or filed with the Commission;

(iii) comply, as to all matters within the Corporation's and the
Trust's control, with the provisions of the Securities Act with respect to
the disposition of all of the Registrable Securities covered by such
registration statement in accordance with the intended methods of
disposition by the holders thereof provided for in such registration
statement;

(iv) provide to any of (A) the holders of the Registrable Securities
to be included in such registration statement, (B) the underwriters (which
term, for purposes of this Exchange and Registration Rights Agreement,
shall include a person deemed to be an underwriter within the meaning of
Section 2(11) of the Securities Act), if any, thereof, (C) the sales or
placement agent, if any, therefor, (D) counsel for such underwriters or
agent and (E) not more than one counsel for all the holders of such
Registrable Securities who so request of the Corporation in writing the
opportunity to participate in the preparation of such registration
statement, each prospectus included therein or filed with the Commission
and each amendment or supplement thereto;

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<PAGE>

(v) for a reasonable period prior to the filing of such registration
statement, and throughout the period specified in Section 2(b), make
available at reasonable times at the Corporation's principal place of
business or such other reasonable place for inspection by the persons
referred to in Section 3(b)(iv) who shall certify to the Corporation and
the Trust that they have a current intention to sell the Registrable
Securities pursuant to the Shelf Registration such financial and other
information and books and records of the Corporation, and cause the
officers, employees, counsel and independent certified public accountants
of the Corporation to respond to such inquiries, as shall be reasonably
necessary, in the judgment of the respective counsel referred to in such
Section, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; PROVIDED, HOWEVER, that each such party
shall be required to maintain in confidence and not to disclose to any
other person any information or records reasonably designated by the
Corporation in writing as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (B) such person
shall be required so to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such order, and only after
such person shall have given the Corporation prompt prior written notice of
such requirement), or (C) such information is required to be set forth in
such registration statement or the prospectus included therein or in an
amendment to such registration statement or an amendment or supplement to
such prospectus in order that such registration statement, prospectus,
amendment or supplement, as the case may be, does not contain an untrue
statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;

(vi) promptly notify the selling holders of Registrable Securities,
the sales or placement agent, if any, therefor and the managing underwriter
or underwriters, if any, thereof and confirm such advice in writing, (A)
when such registration statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been
filed, and, with respect to such registration statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the Blue Sky or securities commissioner
or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such registration statement or
prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such
registration statement or the initiation or threatening of any proceedings
for that purpose, (D) if at any time the representations and warranties of
the Corporation or the Trust contemplated by Section 3(b)(xv) or Section 5
cease to be true and correct in all material respects, (E) of the receipt
by the Corporation or the Trust of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (F) at any time when a prospectus is required to be
delivered under the Securities Act, that such registration statement,
prospectus, prospectus amendment or supplement or post-effective amendment
does not conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder or contains an 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 not misleading in light
of the circumstances then existing;

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<PAGE>

(vii) use their reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of such registration statement or
any post-effective amendment thereto at the earliest practicable date;

(viii) if requested by any managing underwriter or underwriters, any
placement or sales agent or any holder of Registrable Securities, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or underwriters, such agent or
such holder specifies should be included therein relating to the terms of
the sale of such Registrable Securities, including information with respect
to the liquidation or other amount of Registrable Securities being sold by
such holder or agent or to any underwriters, the name and description of
such holder, agent or underwriter, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in
respect thereof, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by such holder or agent or to such
underwriters; and make all required filings of such prospectus supplement
or post-effective amendment promptly after notification of the matters to
be incorporated in such prospectus supplement or post-effective amendment;

(ix) furnish to each holder of Registrable Securities, each placement
or sales agent, if any, therefor, each underwriter, if any, thereof and the
respective counsel referred to in Section 3(b)(iv) an executed copy (or, in
the case of a holder of Registrable Securities, a conformed copy) of such
registration statement, each such amendment and supplement thereto (in each
case including all exhibits thereto (in the case of a holder of Registrable
Securities, upon request) and documents incorporated by reference therein)
and such number of copies of such registration statement (excluding
exhibits thereto and documents incorporated by reference therein unless
specifically so requested by such holder, agent or underwriter, as the case
may be) and of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus), in
conformity in all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder, and such other documents, as such holder, agent,
if any, and underwriter, if any, may reasonably request in order to
facilitate the offering and disposition of the Registrable Securities owned
by such holder, offered or sold by such agent or underwritten by such
underwriter and to permit such holder, agent and underwriter to satisfy the
prospectus delivery requirements of the Securities Act; and the Corporation
and the Trust hereby consent to the use of such prospectus (including such
preliminary and summary prospectus) and any amendment or supplement thereto
by each such holder and by any such agent and underwriter, in each case in
the form most recently provided to such person by the Corporation or the
Trust, in connection with the offering and sale of the Registrable
Securities covered by the prospectus (including such preliminary and
summary prospectus) or any supplement or amendment thereto;

(x) use their reasonable best efforts to (A) register or qualify the
Registrable Securities to be included in such registration statement under
such securities laws or blue sky laws of such United States jurisdictions
as any holder of such Registrable Securities and each placement or sales
agent, if any, therefor and underwriter, if any, thereof shall reasonably
request, (B) keep such registrations or qualifications in effect and comply
with such laws so

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<PAGE>

as to permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to
remain effective under Section 2(b) above and for so long as may be
necessary to enable any such holder, agent or underwriter to complete its
distribution of Securities pursuant to such registration statement and (C)
take any and all other actions as may be reasonably requested to enable
each such holder, agent, if any, and underwriter, if any, to consummate the
disposition in such jurisdictions of such Registrable Securities; PROVIDED,
HOWEVER, that neither the Corporation nor the Trust shall be required for
any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for
the requirements of this Section 3(b)(x), (2) consent to general service of
process in any such jurisdiction or (3) make any changes to its certificate
of incorporation or by-laws or any agreement between it and its
stockholders;

(xi) use their reasonable best efforts to obtain the consent or
approval of each governmental agency or authority, whether federal, state
or local, which may be required to be obtained by the Corporation or the
Trust to effect the Shelf Registration or the offering or sale in
connection therewith or to enable the selling holder or holders to offer,
or to consummate the disposition of, their Registrable Securities;

(xii) cooperate with the holders of the Registrable Securities and the
managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold,
which certificates shall be printed, lithographed or engraved, or produced
by any combination of such methods, and which shall not bear any
restrictive legends, except as may be required by applicable law; and, in
the case of an underwritten offering, enable such Registrable Securities to
be in such denominations and registered in such names as the managing
underwriters may request at least two business days prior to any sale of
the Registrable Securities;

(xiii) provide a CUSIP number for all applicable Registrable
Securities, not later than the Effective Time;

(xiv) enter into one or more underwriting agreements, engagement
letters, agency agreements, "best efforts" underwriting agreements or
similar agreements, as appropriate, including customary provisions relating
to indemnification and contribution, and take such other actions in
connection therewith as any holders of Registrable Securities aggregating
at least 25% in aggregate principal amount of the Registrable Securities at
the time outstanding shall reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities; PROVIDED, that
the Corporation and the Trust shall not be required to enter into any such
agreement more than once with respect to all of the Registrable Securities
and may delay entering into such agreement until the consummation of any
underwritten public offering which the Corporation shall have then
undertaken;

(xv) whether or not an agreement of the type referred to in Section
(3)(b)(xiv) hereof is entered into and whether or not any portion of the
offering contemplated by such registration statement is an underwritten
offering or is made through a placement or sales agent or any other entity,
(A) make such representations and warranties to the holders of such
Registrable Securities and the placement or sales agent, if any, therefor
and the underwriters, if any, thereof in form, substance and scope as are
customarily made in connection with an

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<PAGE>

offering of debt securities pursuant to any appropriate agreement or to a
registration statement filed on the form applicable to the Shelf
Registration; (B) obtain an opinion of counsel to the Corporation and an
opinion of counsel to the Trust in each case in customary form and covering
such matters, of the type customarily covered by such an opinion, as the
managing underwriters, if any, or as any holders of at least 25% in
aggregate principal amount of the Registrable Securities at the time
outstanding may reasonably request, addressed to such holder or holders and
the placement or sales agent, if any, therefor and the underwriters, if
any, thereof and dated the effective date of such registration statement
(and if such registration statement contemplates an underwritten offering
of a part or all of the Registrable Securities, dated the date of the
closing under the underwriting agreement relating thereto) (it being agreed
that the matters to be covered by such opinion shall include the due
incorporation or creation, as applicable, and good standing of the
Corporation and its subsidiaries or the Trust, as the case may be; the
qualification of the Corporation and its subsidiaries to transact business
as foreign corporations; the due authorization, execution and delivery of
the relevant agreement of the type referred to in Section 3(b)(xiv) hereof,
the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the Capital Securities, the Guarantee and
the Debentures, as applicable; the absence of material legal or
governmental proceedings involving the Corporation or the Trust, as
applicable; the absence of a breach by the Corporation or any of its
subsidiaries of, or a default under, material agreements binding upon the
Corporation or any subsidiary of the Corporation; the absence of
governmental approvals required to be obtained in connection with the Shelf
Registration, the offering and sale of the Registrable Securities, this
Exchange and Registration Rights Agreement or any agreement of the type
referred to in Section 3(b)(xiv) hereof, except such approvals as may be
required under state securities or blue sky laws; the compliance as to form
of such registration statement and any documents incorporated by reference
therein and of the Indenture with the requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder, respectively; and, as of the date of the opinion and of the
registration statement or most recent post-effective amendment thereto, as
the case may be, the absence from such registration statement and the
prospectus included therein, as then amended or supplemented, and from the
documents incorporated by reference therein (in each case other than the
financial statements and other financial information contained therein) of
an untrue statement of a material fact or the omission to state therein a
material fact necessary to make the statements therein not misleading (in
the case of such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the
Exchange Act)); (C) obtain a "cold comfort" letter or letters from the
independent certified public accountants of the Corporation addressed to
the selling holders of Registrable Securities, the placement or sales
agent, if any, therefor or the underwriters, if any, thereof, dated (i) the
effective date of such registration statement and (ii) the effective date
of any prospectus supplement to the prospectus included in such
registration statement or post-effective amendment to such registration
statement which includes audited financial statements as of a date or for a
period subsequent to that of the latest such statements included in such
prospectus (and, if such registration statement contemplates an
underwritten offering pursuant to any prospectus supplement to the
prospectus included in such registration statement or post-effective
amendment to such registration statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to
that of the latest such statements included in such prospectus, dated the
date of the closing under the

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<PAGE>

underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates,
including officers' or trustees' certificates, as applicable, as may be
reasonably requested by any holders of at least 25% in aggregate principal
amount of the Registrable Securities at the time outstanding or the
placement or sales agent, if any, therefor and the managing underwriters,
if any, thereof to evidence the accuracy of the representations and
warranties made pursuant to clause (A) above or those contained in Section
5(a) hereof and the compliance with or satisfaction of any agreements or
conditions contained in the underwriting agreement or other agreement
entered into by the Corporation or the Trust, as applicable; and (E)
undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 6 hereof;

(xvi) notify in writing each holder of Registrable Securities of any
proposal by the Corporation and/or the Trust to amend or waive any
provision of this Exchange and Registration Rights Agreement pursuant to
Section 9(h) hereof and of any amendment or waiver effected pursuant
thereto, each of which notices shall contain the text of the amendment or
waiver proposed or effected, as the case may be;

(xvii) in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or participate as
a member of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Rules of Conduct Practice and the
By-Laws of the National Association of Securities Dealers, Inc. ("NASD") or
any successor thereto, as amended from time to time) thereof, whether as a
holder of such Registrable Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, assist
such broker-dealer in complying with the requirements of such Rules and
By-Laws, including by (A) if such Rules shall so require, permitting a
"qualified independent underwriter" (as defined in such Schedule (or any
successor thereto)) to participate in the preparation of the registration
statement relating to such Registrable Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of the
offering contemplated by such registration statement is an underwritten
offering or is made through a placement or sales agent, to recommend the
yield of such Registrable Securities, (B) indemnifying any such qualified
independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof, and (C) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules of Conduct of
the NASD; and

(xviii) make generally available to its security holders as soon as
practicable but in any event not later than eighteen months after the
effective date of such registration statement, an earning statement of the
Corporation and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Corporation, Rule 158
thereunder).

(c) In the event that the Corporation and the Trust would be required,
pursuant to Section 3(b)(vi)(F) above, to notify the selling holders of
Registrable Securities, the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof, the Corporation and the Trust shall
promptly prepare and furnish to each such holder, to each placement or sales
agent, if any, and to each such underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registrable Securities,

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<PAGE>

such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and shall 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 not misleading in
light of the circumstances then existing. Each holder of Registrable Securities
agrees that upon receipt of any notice from the Corporation or the Trust,
pursuant to Section 3(b)(vi)(F) hereof, such holder shall forthwith discontinue
the disposition of Registrable Securities pursuant to the registration statement
applicable to such Registrable Securities until such holder (i) shall have
received copies of such amended or supplemented prospectus and, if so directed
by the Corporation or the Trust, such holder shall deliver to the Corporation
(at the Corporation's expense) all copies, other than permanent file copies,
then in such holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice or (ii) shall have received
notice from the Corporation or the Trust that the disposition of Registrable
Securities pursuant to the Shelf Registration may continue.

(d) The Corporation and the Trust may require each holder of Registrable
Securities as to which any registration pursuant to Section 2(b) is being
effected to furnish to the Corporation such information regarding such holder
and such holder's intended method of distribution of such Registrable Securities
as the Corporation and the Trust may from time to time reasonably request in
writing, but only to the extent that such information is required in order to
comply with the Securities Act. Each such holder agrees to notify the
Corporation and the Trust as promptly as practicable of any inaccuracy or change
in information previously furnished by such holder to the Corporation and the
Trust or of the occurrence of any event in either case as a result of which any
prospectus relating to such registration contains or would contain an untrue
statement of a material fact regarding such holder or such holder's intended
method of disposition of such Registrable Securities or omits to state any
material fact regarding such holder or such holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Corporation and the
Trust any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such holder or the disposition of such Registrable Securities,
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 not misleading
in light of the circumstances then existing.

(e) The Corporation, the Bank and the Trust will not, and will not permit
any of their "affiliates" (as defined in Rule 144) to, resell any of the Capital
Securities or Debentures that have been reacquired by any of them except
pursuant to an effective registration statement under the Securities Act.

(f) In connection with the Corporation's and the Trust's obligations with
respect to the registration of Exchange Securities as contemplated by Section
2(a) (the "Exchange Registration"), if applicable, the Corporation and the Trust
shall, as soon as reasonably practicable (or as otherwise specified):

(i) prepare and file with the Commission such amendments and
supplements to the Exchange Offer Registration Statement and the prospectus
included therein as may be

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<PAGE>

necessary to effect and maintain the effectiveness thereof for the periods
and purposes contemplated in Section 2(a) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of the Exchange Offer Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or
supplemented), in conformity in all material respects with the requirements
of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder, as such broker-dealer reasonably
may request prior to the expiration of the Resale Period, for use in
connection with resales of Exchange Securities;

(ii) promptly notify each broker-dealer that has requested or received
copies of the prospectus included in the Exchange Offer Registration
Statement, and confirm such advice in writing, (A) when the Exchange Offer
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and,
with respect to the Exchange Offer Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the Blue Sky or securities commissioner
or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to the Exchange Offer Registration
Statement or prospectus or for additional information, (C) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Exchange Offer Registration Statement or the initiation or threatening of
any proceedings for that purpose, (D) if at any time the representations
and warranties of the Corporation and/or the Trust contemplated by Section
5 cease to be true and correct in all material respects, (E) of the receipt
by the Corporation or the Trust of any notification with respect to the
suspension of the qualification of the Exchange Securities for sale in any
United States jurisdiction or the initiation or threatening of any
proceeding for such purpose, or (F) at any time during the Resale Period
when a prospectus is required to be delivered under the Securities Act,
that the Exchange Offer Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all
material respects to the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing;

(iii) in the event that the Corporation and the Trust would be
required, pursuant to Section 3(f)(ii)(F) above, to notify any broker-
dealers holding Exchange Securities, promptly prepare and furnish to each
such holder a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and shall 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 not misleading in light of the circumstances
then existing.

(iv) use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Exchange Offer Registration
Statement or any post-effective amendment thereto at the earliest
practicable date;

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<PAGE>

(v) use its reasonable best efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such
jurisdictions as are contemplated by Section 2(a) no later than the
commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions
until the expiration of the Resale Period and (C) take any and all other
actions as may be reasonably necessary or advisable to enable each broker-
dealer holding Exchange Securities to consummate the disposition thereof in
such jurisdictions; PROVIDED, HOWEVER, that neither the Corporation nor the
Trust shall be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required
to qualify but for the requirements of this Section 3(f)(v), (2) consent to
general service of process in any such jurisdiction or (3) make any changes
to its certificate of incorporation or by-laws or any agreement between it
and its stockholders;

(vi) use its reasonable best efforts to obtain the consent or
approval of each United States governmental agency or authority, whether
federal, state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period;

(vii) provide a CUSIP number for all applicable Exchange Securities,
not later than the applicable Effective Time;

(viii) comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders as soon as
practicable but no later than eighteen months after the effective date of
such registration statement, an earning statement of the Corporation and
its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Corporation, Rule 158 thereunder).

4. REGISTRATION EXPENSES.

The Corporation agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the Corporation's and
the Trust's performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration and
filing fees and expenses, (b) all fees and expenses in connection with the
qualification of the Securities or Exchange Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(b)(x) and
Section 3(f)(v) hereof, including reasonable fees and disbursements of counsel
for the placement or sales agent or underwriters in connection with such
qualifications, (c) all expenses relating to the preparation, printing,
distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the certificates
representing the Securities and all other documents relating hereto, (d)
messenger and delivery expenses, (e) fees and expenses of the Trustee under the
Indenture, the Property Trustee and Debenture Trustee under the Trust Agreement
and the Guarantee Trustee under the Guarantee and of any escrow agent or
custodian, (f) internal expenses (including all salaries and expenses of the
Corporation's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Corporation (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and

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<PAGE>

compliance), (h) fees, disbursements and expenses of any "qualified independent
underwriter" engaged pursuant to Section 3(b)(xvii) hereof, and (i) reasonable
fees, disbursements and expenses of one counsel for the holders of Registrable
Securities retained in connection with a Shelf Registration, as selected by the
holders of at least a majority in aggregate principal amount of the Registrable
Securities being registered, and fees, expenses and disbursements of any other
persons, including special experts, retained by the Corporation in connection
with such registration (collectively, the "Registration Expenses"). To the
extent that any Registration Expenses are incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Corporation shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

5. REPRESENTATIONS AND WARRANTIES.

Each of the Corporation and the Trust represents and warrants to, and
agrees with, each Initial Purchaser and each of the holders from time to time of
Registrable Securities that:

(a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(c) or Section 3(f) hereof and
any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as
the case may be, and, in the case of an underwritten offering of
Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto, will conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder 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 not misleading; and at all times subsequent to the Effective Time
when a prospectus would be required to be delivered under the Securities
Act, other than from (i) such time as a notice has been given to holders of
Registrable Securities pursuant to Section 3(b)(vi)(F) or
Section 3(f)(ii)(F) hereof until (ii) such time as the Corporation
furnishes an amended or supplemented prospectus pursuant to Section 3(c) or
Section 3(f)(iii) hereof, each such registration statement, and each
prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(b) or Section 3(f) hereof, as then amended
or supplemented, will conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder 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
not misleading in the light of the circumstances then existing; PROVIDED,
HOWEVER, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Corporation and the Trust by a
holder of Registrable Securities expressly for use therein.

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(b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or
were filed with the Commission, as the case may be, will conform or
conformed in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and none of such documents will
contain or contained an untrue statement of a material fact or will omit or
omitted to state a material fact required to be stated therein or necessary
to make the statements therein 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 furnished in
writing to the Corporation and the Trust by a holder of Registrable
Securities expressly for use therein.

(c) The compliance by the Corporation and the Trust with all of the
provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Corporation or any subsidiary of
the Corporation or the Trust, as applicable, is a party or by which the
Corporation or any subsidiary of the Corporation or the Trust, as
applicable, is bound, or to which any of the property or assets of the
Corporation or any subsidiary of the Corporation, or the Trust, as
applicable, is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws
of the Corporation, or the Trust Agreement of the Trust, or any statute or
any order, rule or regulation of any United States court or governmental
agency or body having jurisdiction over the Corporation or any subsidiary
of the Corporation, or the Trust, as applicable, or any of their respective
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by the Corporation or the Trust, of the
transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act contemplated
hereby, qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or qualifications
as may be required under State securities or blue sky laws.

(d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Corporation or the Trust, as
applicable.

6. INDEMNIFICATION.

(a) INDEMNIFICATION BY THE CORPORATION AND THE TRUST. Upon the registration
of the Registrable Securities pursuant to Section 2(a) or 2(b) hereof, and in
consideration of the agreements of the Initial Purchasers contained herein, and
as an inducement to the Initial Purchasers to purchase the Capital Securities,
each of the Corporation and the Trust shall, and it hereby agrees jointly and
severally to, indemnify and hold harmless each of the holders of Registrable
Securities to be included in such registration, and each person who participates
as a placement or sales agent or as an underwriter in any offering or sale of
such Registrable Securities and each person who controls any such person against
any losses, claims, damages or liabilities, joint or several, to which such
holder, agent or underwriter may become subject under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of

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or are based upon an untrue statement or alleged untrue statement of a material
fact contained in any registration statement under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Corporation or the
Trust to any such holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading and each of the Corporation and the Trust
shall, and it hereby agrees jointly and severally to, reimburse each such
holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Corporation and the Trust shall not be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Corporation and the Trust
by holders of Registrable Securities expressly for use therein. This indemnity
agreement will be in addition to any liability which the Corporation or the
Trust may otherwise have.

(b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS. The
Corporation and the Trust may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2(b) hereof and to entering into any underwriting agreement with respect
thereto, that the Corporation and the Trust shall have received an undertaking
reasonably satisfactory to it from the holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to indemnify and hold harmless the Corporation and the Trust, each
of the Corporation's directors, and each person who controls the Corporation or
the Trust within the meaning of either the Securities Act or the Exchange Act,
to the same extent as the foregoing indemnity from the Corporation and the
Trust, but only with reference to written information furnished to the
Corporation and the Trust by or on behalf of such person specifically for use in
any registration statement, or any preliminary or final or summary prospectus
contained therein or any amendment or supplement thereto. This indemnity
agreement will be in addition to any liability which any such person may
otherwise have.

(c) Promptly after receipt by an indemnified party under Section 6(a)
or (b) of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability which it may have to any indemnified
party otherwise than under Section 6(a) or (b). In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party

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or parties shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under Section 8(a) or (b) for any
legal or other expenses subsequently incurred by such indemnified party (other
than reasonable costs of investigation) in connection with the defense thereof
unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate national counsel representing the indemnified parties who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

(d) CONTRIBUTION. Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them
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 Section 6(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities
(or actions in respect thereof) referred to above shall be deemed to include
any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no holder shall be
required to contribute any amount in excess of the amount by which the dollar
amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged

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<PAGE>

omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may
be, by them and not joint.

(e) The obligations of the Corporation and the Trust under this Section 6
shall be in addition to any liability which the Corporation and the Trust may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, agent and underwriter and each
person, if any, who controls any holder, agent or underwriter within the meaning
of the Securities Act; and the obligations of the holders and any agents or
underwriters contemplated by this Section 6 shall be in addition to any
liability which the respective holder, agent or underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Corporation (including any person who, with his consent, is
named in any registration statement as about to become a director of the
Corporation), to each Trustee and Administrative Trustee under the Trust
Agreement and to each person, if any, who controls the Corporation and the Trust
within the meaning of the Securities Act.

7. UNDERWRITTEN OFFERINGS.

(a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities covered
by the Shelf Registration are to be sold pursuant to an underwritten offering,
the managing underwriter or underwriters thereof shall be designated by the
holders of at least a majority in aggregate principal amount of the Registrable
Securities to be included in such offering, provided that such designated
managing underwriter or underwriters is or are reasonably acceptable to the
Corporation.

(b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities hereby
agrees with each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

8. RULE 144.

The Corporation covenants to the holders of Registrable Securities that the
Corporation shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as
any holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the
limitations of the exemption provided by Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or any similar or successor
rule or regulation hereafter adopted by the Commission. Upon the request of
any holder of Registrable

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Securities in connection with that holder's sale pursuant to Rule 144, the
Corporation shall deliver to such holder a written statement as to whether it
has complied with such requirements.

9. MISCELLANEOUS.

(a) NO INCONSISTENT AGREEMENTS. Each of the Corporation and the Trust
represents, warrants, covenants and agrees that it has not granted, and shall
not grant, registration rights with respect to Registrable Securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

(b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there would
be no adequate remedy at law if any party fails to perform any of its
obligations hereunder and that each party may be irreparably harmed by any such
failure, and accordingly agree that each party, in addition to any other remedy
to which it may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of any other party under this Exchange
and Registration Rights Agreement in accordance with the terms and conditions of
this Exchange and Registration Rights Agreement, in any court of the United
States or any State thereof having jurisdiction.

(c) NOTICES. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Corporation, to
it at Zions Bancorporation, 1380 Gateway Tower East, Salt Lake City, Utah 84133,
Attention: Dale Gibbons; if to the Trust, to it at Zions Institutional Capital
Trust A, 1380 Gateway Tower East, Salt Lake City, Utah 84133, Attention:
Administrative Trustee; and if to a holder, to the address of such holder set
forth in the security register or other records of the Trust or the Corporation,
as the case may be, or to such other address as the Corporation, the Trust or
any such holder may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.

(d) PARTIES IN INTEREST. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective successors and assigns of the
parties hereto. In the event that any transferee of any holder of Registrable
Securities shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall, without
any further writing or action of any kind, be deemed a party hereto for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to receive
the benefits of, and be conclusively deemed to have agreed to be bound by and to
perform, all of the applicable terms and provisions of this Exchange and
Registration Rights Agreement.

(e) SURVIVAL. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof,

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or any controlling person of any of the foregoing, and shall survive delivery of
and payment for the Registrable Securities pursuant to the Purchase Agreement,
dated December 18, 1996, among the Corporation, the Bank, the Trust and Goldman,
Sachs & Co., Citicorp Securities, Inc. and Dean Witter Reynolds Inc., and the
transfer and registration of Registrable Securities by such holder and the
consummation of an Exchange Offer.

(f) LAW GOVERNING. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(g) HEADINGS. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

(h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Trust
Agreement, the Guarantee, the Indenture and the Parent Guarantee) or delivered
pursuant hereto which form a part hereof contain the entire understanding of the
parties with respect to its subject matter. This Exchange and Registration
Rights Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a written
instrument duly executed by the Corporation, the Trust and the holders of at
least a majority in aggregate principal amount of the Registrable Securities at
the time outstanding. Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

(i) INSPECTION. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Registration Rights Agreement and a complete
list of the names and addresses of all the holders of Registrable Securities
shall be made available for inspection and copying on any business day by any
holder of Registrable Securities for proper purposes only (which shall include
any purpose related to the rights of the holders of Registrable Securities under
the Securities, the Indenture and this Exchange and Registration Rights
Agreement) at the offices of the Corporation at the address thereof set forth in
Section 9(c) above, at the office of the Property Trustee or at the office of
the Trustee under the Indenture.

(j) COUNTERPARTS. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

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Agreed to and accepted as of the date referred to above.

ZIONS INSTITUTIONAL CAPITAL TRUST A

By: /s/ Walter E. Kelly
------------------------------------
Administrative Trustee

ZIONS FIRST NATIONAL BANK

By: /s/ Dale Gibbons
------------------------------------
Name: Dale Gibbons
Title: Chief Financial Officer

ZIONS BANCORPORATION

By: /s/ Dale Gibbons
------------------------------------
Name: Dale Gibbons
Title: Chief Financial Officer

GOLDMAN, SACHS & CO.
CITICORP SECURITIES, INC.
DEAN WITTER REYNOLDS, INC.

By: Goldman, Sachs & Co.

By: /s/ Goldman, Sachs & Co.
------------------------------------
(Goldman, Sachs & Co.)

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EXHIBIT 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-4 of Zions Bancorporation and
Zions Institutional Capital Trust A of our report dated January 22, 1996,
relating to the consolidated financial statements of Zions Bancorporation which
appear in the Annual Report on Form 10-K of Zions Bancorporation for the year
ended December 31, 1995. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

KPMG PEAT MARWICK LLP

Salt Lake City, Utah
January 23, 1997