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                                                                     Exhibit 4.5

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                              GUARANTEE AGREEMENT

                                 by and between

                      THE BANK OF NEW YORK COMPANY, INC.,
                                  as Guarantor

                                      and

                        BANK ONE, NATIONAL ASSOCIATION,
                              as Guarantee Trustee

                                  relating to

                                 BNY CAPITAL V

                                   ----------

                           Dated as of April 30, 2003

                                   ----------

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                             CROSS-REFERENCE TABLE*

    Section of
Trust Indenture Act                                              Section of
of 1939, as amended                                         Guarantee Agreement
-------------------                                         -------------------

310(a)............................................................4.1(a)
310(b)............................................................4.1(c), 2.8
310(c)............................................................Inapplicable
311(a)............................................................2.2(b)
311(b)............................................................2.2(b)
311(c)............................................................Inapplicable
312(a)............................................................2.2(a)
312(b)............................................................2.2(b)
313...............................................................2.3
314(a)............................................................2.4
314(b)............................................................Inapplicable
314(c)............................................................2.5
314(d)............................................................Inapplicable
314(e)............................................................1.1, 2.5, 3.2
314(f)............................................................2.1, 3.2
315(a)............................................................3.1(d)
315(b)............................................................2.7
315(c)............................................................3.1
315(d)............................................................3.1(d)
316(a)............................................................1.1, 2.6, 5.4
316(b)............................................................5.3
316(c)............................................................8.2
317(a)............................................................Inapplicable
317(b)............................................................Inapplicable
318(a)............................................................2.1

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318(b)............................................................2.1
318(c)............................................................2.1

----------
*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions.

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                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   Definitions

Section 1.1   Definitions.....................................................21

                                   ARTICLE II

                               Trust Indenture Act

Section 2.1   Trust Indenture Act; Application................................24
Section 2.2   List of Holders.................................................24
Section 2.3   Reports by the Guarantee Trustee................................25
Section 2.4   Periodic Reports to the Guarantee Trustee.......................25
Section 2.5   Evidence of Compliance with Conditions Precedent................25
Section 2.6   Events of Default; Waiver.......................................25
Section 2.7   Event of Default; Notice........................................26
Section 2.8   Conflicting Interests...........................................26

                                   ARTICLE III

               Powers, Duties and Rights of the Guarantee Trustee

Section 3.1   Powers and Duties of the Guarantee Trustee......................26
Section 3.2   Certain Rights of Guarantee Trustee.............................28
Section 3.3   Compensation; Indemnity; Fees...................................29

                                   ARTICLE IV

                                Guarantee Trustee

Section 4.1   Guarantee Trustee; Eligibility..................................30
Section 4.2   Appointment, Removal and Resignation of the Guarantee Trustee...31

                                    ARTICLE V

                                    Guarantee

Section 5.1   Guarantee.......................................................31
Section 5.2   Waiver of Notice and Demand.....................................32

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Section 5.3   Obligations Not Affected........................................32
Section 5.4   Rights of Holders...............................................33
Section 5.5   Guarantee of Payment............................................33
Section 5.6   Subrogation.....................................................33
Section 5.7   Independent Obligations.........................................33

                                   ARTICLE VI

                           Covenants and Subordination

Section 6.1   Subordination...................................................34
Section 6.2   Pari Passu Guarantees...........................................34

                                   ARTICLE VII

                                   Termination

Section 7.1   Termination.....................................................34

                                  ARTICLE VIII

                                  Miscellaneous

Section 8.1   Successors and Assigns..........................................35
Section 8.2   Amendments......................................................35
Section 8.3   Notices.........................................................35
Section 8.4   Benefit.........................................................36
Section 8.5   Governing Law...................................................36
Section 8.6   Counterparts....................................................36

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     GUARANTEE AGREEMENT, dated as of April 30, 2003, between THE BANK OF NEW
YORK COMPANY, INC., a New York corporation (the "Guarantor"), having its
principal office at One Wall Street, New York, New York 10286, and BANK ONE,
NATIONAL ASSOCIATION, a national banking association, as trustee (the "Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Series F Securities (as defined herein) of BNY CAPITAL V, a Delaware
statutory trust (the "Issuer Trust").

                           Recitals of the Corporation

     Whereas, pursuant to an Amended and Restated Trust Agreement, dated as of
April 30, 2003 (the "Trust Agreement"), among The Bank of New York Company,
Inc., as Depositor, the Property Trustee, the Delaware Trustee, the
Administrative Trustees named therein and the several Holders, the Issuer Trust
is issuing $ 350,000,000 aggregate Liquidation Amount (as defined in the Trust
Agreement) of its 5.95% Trust Preferred Securities, Series F (Liquidation Amount
$25 per Trust Preferred Security) (the "Series F Trust Preferred Securities"),
representing preferred undivided beneficial interests in the assets of the
Issuer Trust and having the terms set forth in the Trust Agreement, and $
10,825,000 aggregate Liquidation Amount of its Common Securities (Liquidation
Amount $25 per Common Security) (the "Series F Common Securities", and together
with the Series F Trust Preferred Securities, the "Series F Securities"),
representing common undivided beneficial interests in the assets of the Issuer
Trust and having the terms set forth in the Trust Agreement; and

     Whereas, the Series F Trust Preferred Securities will be issued by the
Issuer Trust and the proceeds thereof, together with the proceeds from the
issuance of the Series F Common Securities, will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor, which
Debentures will be deposited with Bank One, National Association as Property
Trustee under the Trust Agreement, as trust assets; and

     Whereas, as an incentive for the Holders to purchase the Series F
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth herein, to pay to the Holders of the Series F Securities
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.

     Now, Therefore, in consideration of the purchase of the Series F Securities
by each Holder, which purchase the Guarantor hereby acknowledges shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time.

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                                   Definitions

     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;

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

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

          (d) All accounting terms used but not defined herein have the meanings
     assigned to them in accordance with United States generally accepted
     accounting principles;

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

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

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

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

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     "Event of Default" means (i) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

     "Guarantee Agreement" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Series F 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
Series F 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 Series F 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 Series F Securities, to
the extent that the Issuer Trust shall have funds on hand available therefor at
such time, and (b) the amount of assets of the Issuer Trust remaining available
for distribution to Holders on liquidation of the Issuer.

     "Guarantee Trustee" means Bank One, National Association, 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 Series
F Securities; provided, however, that in determining whether the holders of the
requisite percentage of Series F Trust Preferred 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
25, 1996, between The Bank of New York Company, Inc. and Bank One, National
Association (f/k/a The First National Bank of Chicago), 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.

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

     "Majority in Liquidation Amount of the Series F Trust Preferred Securities"
means, except as provided by the Trust Indenture Act, Series F Trust Preferred
Securities representing more than 50% of the aggregate Liquidation Amount (as
defined in the Trust Agreement) of all Series F Trust Preferred 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.

     "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.

     "Series F Common Securities" has the meaning specified in the recitals to
this Guarantee Agreement.

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     "Series F Trust Preferred Securities" has the meaning specified in the
recitals to this Guarantee Agreement.

     "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.

     "Vice President," when used with respect to the Corporation, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

                                   ARTICLE II
                              Trust Indenture Act

Section 2.1  Trust Indenture Act; Application.

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

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Section 310 and 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control. If any provision of this Guarantee
Agreement modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Guarantee Agreement as so modified or to be excluded, as the case may be.


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

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thereof, and (b) at such other times as the Guarantee Trustee may request in
writing, within 30 days after the receipt by the Guarantor of any such request,
a List of Holders as of a date not more than 15 days prior to the time such list
is furnished, in each case to the extent such information is in the possession
or control of the Guarantor and has not otherwise been received by the Guarantee
Trustee in its capacity as such. The Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee Trustee shall comply with the requirements of Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Guarantee Trustee.

     Not later than 60 days after May 15 of each year, commencing with May 15,
2003, the Guarantee Trustee shall provide to the Holders such reports as are
required by Section 313 of the Trust Indenture Act, if any, dated as of May 15
of such year and in the form and in the manner provided by Section 313 of the
Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission 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.

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 Series F
Trust Preferred Securities may, by vote, on behalf of the Holders of all the
Series F Trust Preferred 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.

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Section 2.7 Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notice of any such Event of Default, unless
such Event of Default has been cured before the giving of such notice; provided
that, except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained actual knowledge, 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

Section 3.1 Powers, Duties and Rights of the Guarantee Trustee

     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

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only such duties as are specifically set forth in this Guarantee Agreement, and
no implied covenants shall be read into this Guarantee Agreement against the
Guarantee Trustee. The Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Guarantee Agreement, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

          (i) Prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee
          Agreement (including pursuant to Section 2.1), and the Guarantee
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Guarantee
          Agreement; 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 Series F Trust Preferred 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.

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


Section 3.2  Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

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

          (ii) Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officers'
     Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting to take any action
     hereunder, the Guarantee Trustee (unless other evidence is herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request and rely upon an Officers' Certificate which, upon receipt of such
     request from the Guarantee Trustee, shall be promptly delivered by the
     Guarantor.

          (iv) The Guarantee Trustee may consult with legal counsel, and the
     written advice or opinion of such legal counsel with respect to legal
     matters shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted to be taken by it hereunder in
     good faith and in accordance with such advice or opinion. Such legal
     counsel may be legal counsel to the Guarantor or any of its Affiliates and
     may be one of its employees. The Guarantee Trustee shall have the right at
     any time to seek instructions concerning the administration of this
     Guarantee Agreement from any court of competent jurisdiction.

          (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Guarantee Agreement at the
     request or direction of any Holder unless such Holder shall have provided
     to the Guarantee Trustee such adequate security and indemnity as would
     satisfy a reasonable

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<PAGE>

     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
     protected in acting in accordance with such instructions.

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


Section 3.3  Compensation; Indemnity; Fees.

     The Guarantor agrees:

     (a) to pay to the Guarantee Trustee from time to time such reasonable
compensation for all services rendered by it hereunder as may be agreed by the

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<PAGE>

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 for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, willful
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. The provisions of this Section 3.3 shall survive the termination of
this Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV
                                Guarantee Trustee

Section 4.1  Guarantee Trustee; Eligibility.

     (2) There shall at all times be a Guarantee Trustee which shall:

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

         (ii) be a Person that is eligible pursuant to the Trust Indenture Act
     to act as such and has a combined capital and surplus of at least
     $50,000,000, and shall be a corporation meeting the requirements of Section
     310(a) of the Trust Indenture Act. If such corporation publishes reports of
     condition at least annually, pursuant to law or to the requirements of its
     supervising or examining authority, then, for the purposes of this Section
     4.1 and to the extent permitted by the Trust Indenture Act, the combined
     capital and surplus of such corporation shall be deemed to be its combined
     capital and surplus as set forth in its most recent report of condition so
     published.

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<PAGE>

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.


Section 4.2  Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of 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.


                                    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

                                      -31-

<PAGE>

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 Series F 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 Series F
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Series F 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 Series F Securities, or
any action on the part of the Issuer Trust granting indulgence or extension of
any kind;

     (d) the voluntary or involuntary liquidation, dissolution, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer Trust or any of the assets of the Issuer
Trust;

     (e) any invalidity of, or defect or deficiency in, the Series F Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor (other than payment of
the underlying

                                      -32-

<PAGE>

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 Series F Trust Preferred Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of 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 Series F 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

                                      -33-

<PAGE>

occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3 hereof.

                                   ARTICLE VI

                           Covenants and Subordination

Section 6.1  Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior 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 6.2  Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under (i) any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred or
capital securities issued by any 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 Series F 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 VII

                                  Termination

Section 7.1  Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price (as defined in the Trust
Agreement) of all Series F Securities, (ii) the distribution of Debentures to
the Holders in exchange for all of the Series F Securities or (iii) full payment
of the amounts payable in accordance with Article IX of the Trust Agreement upon
liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder is required to repay any sums paid with respect to
the Series F Securities or this Guarantee Agreement.

                                      -34-

<PAGE>
                                  ARTICLE VIII

                                  Miscellaneous

Section 8.1  Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Series F
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article VIII of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void.

Section 8.2  Amendments.

     Except with respect to any changes that do not materially adversely affect
the material rights of the Holders (in which case no consent of the Holders will
be required), this Guarantee Agreement may not be amended without the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Series F Trust Preferred Securities. The provisions of Article VI of the Trust
Agreement concerning meetings of the Holders shall apply to the giving of such
approval.

Section 8.3  Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address or telecopy number set forth
below or such other address or telecopy number as the Guarantor may give notice
to the Guarantee Trustee and the Holders:

          The Bank of New York Company, Inc.
          One Wall Street
          New York, New York 10286
          Attention: Secretary
          Telecopy: 212-635-1799

     (b) if given to the Guarantee Trustee, at the address or telecopy number
set forth below or such other address or telecopy number as the Guarantee
Trustee may give notice to the Guarantor and Holders:

                                      -35-

<PAGE>

          Bank One, National Association
          153 West 51st Street
          New York, New York, 10019
          Attention: Corporate Trust Administration
          Telecopy: 212-373-1383

     with a copy to:

          BNY Capital V
          c/o The Bank of New York Company, Inc.
          One Wall Street
          New York, New York 10286
          Attention: Corporate Secretary
          Telecopy: 212-635-1799

     (c) if given to any Holder, at the address set forth on the books and
records of the Issuer Trust.

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

Section 8.4  Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Series F Securities.

Section 8.5  Governing Law.

     This Guarantee Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

Section 8.6  Counterparts.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -36-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Guarantee
Agreement as of the day and year first above written.

                                        The Bank of New York Company, Inc.


                                        By:  /s/ Bruce Van Saun
                                            ------------------------------------

                                        Name:  Bruce Van Saun

                                        Title: Senior Executive Vice President
                                               and Chief Financial Officer


                                        Bank One, National Association,

                                        as Guarantee Trustee


                                        By:  /s/ Michael Pinzon
                                            ------------------------------------

                                        Name:  Michael Pinzon

                                        Title: Authorized Officer

<PAGE>

State of New York       )
                        ) ss.:
County of New York)

     On the 30th day of April, 2003 before me personally came Bruce Van SEUP, to
me known, who, being by me duly sworn, did depose and say that he is SEUP & CFO
of The Bank of New York Company, Inc., one of the corporations described in and
which executed the foregoing instrument; that he/she signed his/her name thereto
by authority of the Board of Directors of said corporation.


/s/ Catherine Yoon
-------------------------
Notary Public, State of New York
Commission Expires Oct 30, 2006

State of New York       )
                        ) ss.:
County of New York)

     On the 30th day of April, 2003, before me personally came Michael Pinzon,
to me known, who, being by me duly sworn, did depose and say that he is an
authorized officer of Bank One, National Association, one of the corporations
described in and which executed the foregoing instrument by authority of the
Board of Directors of said corporation.


/s/ Ronald J. Gentile
-------------------------
Notary Public, State of New York
Commission Expires October 2, 2006