EXHIBIT 4.3

                            CERTIFICATE OF AMENDMENT
                                       TO
                              CERTIFICATE OF TRUST
                                       OF
                                  USB CAPITAL V



     THIS Certificate of Amendment of USB Capital V (the "Trust"), is being duly
executed and filed by the undersigned trustee to amend a business trust formed
under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).


     1.   Name. The name of the business trust amended hereby is USB Capital V.


     2.   Amendment of Trust. The Certificate of Trust of the Trust is hereby
          amended by changing the name and address of the Trustee in the State
          of Delaware to:


          First Union Trust Company, National Association
          One Rodney Square
          920 King Street, Suite 102
          Wilmington, Delaware 19801


     3.   Effective Date. This Certificate of Amendment shall be effective upon
          filing.


     IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this
Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.






                                       -----------------------------------------
                                       Lee R. Mitau
                                       not in his individual capacity but solely
                                       as Administrative Trustee