<PAGE>

                                                                     Exhibit 4.3

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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

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

                         BANK ONE, NATIONAL ASSOCIATION,
                               as Property Trustee

                            BANK ONE DELAWARE, INC.,
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                   ----------

                           Dated as of April 30, 2003

                                   ----------

                                  BNY CAPITAL V

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

<PAGE>

                                  BNY CAPITAL V

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust
Indenture                                                             Trust
Act                                                                 Agreement
Section                                                              Section
---------                                                       ----------------
(S) 310   (a)(1).............................................   8.7
          (a)(2).............................................   8.7
          (a)(3).............................................   8.9
          (a)(4).............................................   2.7(a)(ii)
          (b)................................................   8.8
(S) 311   (a)................................................   8.13
          (b)................................................   8.13
(S) 312   (a)................................................   5.8
          (b)................................................   5.8
          (c)................................................   5.8
(S) 313   (a)................................................   8.15(a)
          (a)(4).............................................   8.15(b)
          (b)................................................   8.15(b)
          (c)................................................   10.8
          (d)................................................   8.15(c)
(S) 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
(S) 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

<PAGE>

(S) 316   (a)................................................   Not Applicable
          (a)(1)(A)..........................................   Not Applicable
          (a)(1)(B)..........................................   Not Applicable
          (a)(2).............................................   Not Applicable
          (b)................................................   5.15
          (c)................................................   6.7
(S) 317   (a)(1).............................................   Not Applicable
          (a)(2).............................................   Not Applicable
          (b)................................................   5.10
(S) 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

<TABLE>
<CAPTION>
<S>                                                                                               <C>
Section 1.1    Definitions.........................................................................1

                                   ARTICLE II

                        Continuation of the Issuer Trust

Section 2.1     Name..............................................................................10
Section 2.2     Office of the Delaware Trustee; Principal Place of Business.......................10
Section 2.3     Initial Contribution of Trust Property; Organizational Expenses...................11
Section 2.4     Issuance of the Preferred Securities..............................................11
Section 2.5     Issuance of the Common Securities; Subscription and Purchase of Debentures........11
Section 2.6     Continuation of Trust.............................................................11
Section 2.7     Authorization to Enter into Certain Transactions..................................12
Section 2.8     Assets of Trust...................................................................15
Section 2.9     Title to Trust Property...........................................................15

                                  ARTICLE III

                                Payment Account

Section 3.1     Payment Account...................................................................16
..
                                   ARTICLE IV

                           Distributions; Redemption

Section 4.1     Distributions.....................................................................16
Section 4.2     Redemption........................................................................17
Section 4.3     Subordination of Common Securities................................................19
Section 4.4     Payment Procedures................................................................20
Section 4.5     Tax Returns and Reports...........................................................20
Section 4.6     Payment of Taxes, Duties, etc. of the Issuer Trus.................................20
Section 4.7     Payments under Indenture or Pursuant to Direct Actions............................20
Section 4.8     Liability of the Holder of Common Securities......................................21
</TABLE>

                                       -i-

<PAGE>

                                    ARTICLE V

                             Securities Certificates

<TABLE>
<S>                                                                                               <C>
Section 5.1     Initial Ownership.................................................................21
Section 5.2     The Securities Certificates.......................................................21
Section 5.3     Execution and Delivery of Securities Certificates.................................21
Section 5.4     Book-Entry Preferred Securities...................................................22
Section 5.5     Registration of Transfer and Exchange of Preferred Securities Certificates........24
Section 5.6     Mutilated, Destroyed, Lost or Stolen Securities Certificates......................25
Section 5.7     Persons Deemed Holders............................................................26
Section 5.8     Access to List of Holders' Names and Addresses....................................26
Section 5.9     Maintenance of Office or Agency...................................................26
Section 5.10    Appointment of Paying Agents......................................................26
Section 5.11    Ownership of Common Securities by Depositor.......................................27
Section 5.12    Notices to Clearing Agency........................................................27
Section 5.13    Rights of Holders; Waivers of Past Defaults.......................................27

                                   ARTICLE VI

                        Acts of Holders; Meetings; Voting

Section 6.1     Limitations on Voting Rights......................................................29
Section 6.2     Notice of Meetings................................................................30
Section 6.3     Meetings of Holders of the Preferred Securities...................................31
Section 6.4     Voting Rights.....................................................................31
Section 6.5     Proxies, etc......................................................................31
Section 6.6     Holder Action by Written Consent..................................................31
Section 6.7     Record Date for Voting and Other Purposes.........................................32
Section 6.8     Acts of Holders...................................................................32
Section 6.9     Inspection of Records.............................................................33

                                   ARTICLE VII

                         Representations and Warranties

Section 7.1     Representations and Warranties of the Property Trustee and the Delaware Trustee...33
Section 7.2     Representations and Warranties of Depositor.......................................34

                                  ARTICLE VIII

                               The Issuer Trustees

Section 8.1     Certain Duties and Responsibilities...............................................35
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 8.2     Certain Notices...................................................................37
Section 8.3     Certain Rights of Property Trustee................................................37
Section 8.4     Not Responsible for Recitals or Issuance of Securities............................39
Section 8.5     May Hold Securities...............................................................39
Section 8.6     Compensation; Indemnity; Fees.....................................................40
Section 8.7     Corporate Property Trustee Required; Eligibility of Issuer Trustees...............41
Section 8.8     Conflicting Interests.............................................................41
Section 8.9     Co-Trustees and Separate Trustee..................................................41
Section 8.10    Resignation and Removal; Appointment of Successor.................................43
Section 8.11    Acceptance of Appointment by Successor............................................44
Section 8.12    Merger, Conversion, Consolidation or Succession to Business.......................45
Section 8.13    Preferential Collection of Claims Against Depositor or Issuer Trust...............45
Section 8.14    Property Trustee May File Proofs of Claim.........................................45
Section 8.15    Reports by Property Trustee.......................................................46
Section 8.16    Reports to the Property Trustee...................................................47
Section 8.17    Evidence of Compliance with Conditions Precedent..................................47
Section 8.18    Number of Issuer Trustees.........................................................47
Section 8.19    Delegation of Power...............................................................47
Section 8.20    Appointment of Administrative Trustees............................................48

                                   ARTICLE IX

                      Termination, Liquidation and Merger

Section 9.1     Termination Upon Expiration Date..................................................48
Section 9.2     Early Termination.................................................................48
Section 9.3     Termination.......................................................................49
Section 9.4     Liquidation.......................................................................49
Section 9.5     Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust............50

                                    ARTICLE X

                            Miscellaneous Provisions

Section 10.1    Limitation of Rights of Holders...................................................51
Section 10.2    Amendment.........................................................................52
Section 10.3    Separability......................................................................53
Section 10.4    Governing Law.....................................................................53
Section 10.5    Payments Due on Non-Business Day..................................................53
Section 10.6    Successors........................................................................53
Section 10.7    Headings..........................................................................54
Section 10.8    Reports, Notices and Demands......................................................54
Section 10.9    Agreement Not to Petition.........................................................54
Section 10.10   Trust Indenture Act; Conflict with Trust Indenture Act............................55
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 10.11   Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.........55
Section 10.12   Counterparts......................................................................55

Exhibit A       Certificate of Trust
Exhibit B       Form of Common Securities Certificate
Exhibit C       Form of Expense Agreement
Exhibit D       Form of Preferred Securities Certificate
</TABLE>

                                      -iv-

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 30, 2003, among (i)
The Bank of New York Company, Inc., a New York corporation (including any
successors or assigns, the "Depositor"), (ii) Bank One, National Association, a
national banking association, 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) Bank One Delaware, Inc., a
Delaware corporation, as Delaware trustee (in such capacity, the "Delaware
Trustee"), (iv) John A. Park, III, an individual, and Thomas J. Mastro, an
individual, each of whose address is ? The Bank of New York Company, Inc., One
Wall Street, New York, New York 10286 (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees being referred to collectively as the
"Issuer Trustees"), and (v) the several Holders, as hereinafter defined.

                                   Witnesseth

     Whereas, the Depositor and certain other parties have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by entering into a Trust Agreement, dated as of November 6, 1996 (the
"Original Trust Agreement"), and by the filing with the Secretary of State of
the State of Delaware of the Certificate of Trust, filed on November 12, 1996,
attached as Exhibit A; and

     Whereas, the Depositor and the Issuer Trustees desire to amend and restate
the Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Issuer
Trust to the Depositor, (ii) the issuance and sale of the Preferred Securities
by the Issuer Trust pursuant to the Underwriting 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:

                                    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;

<PAGE>

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

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

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

     (e) Unless the context otherwise requires, any reference to an "Article", 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 Trustee" means each Person appointed in accordance with
Section 8.20 solely in such Person's capacity as Administrative Trustee of the
Issuer Trust heretofore created and continued hereunder and not in such Person's
individual capacity, or any successor trustee appointed as herein provided.

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

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Book-Entry Preferred Security, the rules and procedures of the
Clearing Agency for such Book-Entry Preferred 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:

                                      -2-

<PAGE>

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

     "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.

     "Book-Entry Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Book-Entry Preferred Securities issued in
global, fully registered form to the Clearing Agency or its nominee in
accordance with Section 5.4.

     "Book-Entry Preferred Security" means a Preferred 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.

                                      -3-

<PAGE>

     "Certificate Depository Agreement" means the agreement among the Issuer
Trust, the Depositor and DTC, 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 Exchange Act. DTC will be the initial Clearing
Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means the Time of Delivery, which date is also the date of
execution and delivery of this Trust Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

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

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit B.

     "Common Security" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $25 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.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in Chicago,
Illinois, and (ii) when used with respect to the Debenture Trustee, the
principal office of the Debenture Trustee located in Chicago, Illinois.

     "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.

                                      -4-

<PAGE>

     "Debentures" means the Depositor's 5.95% Junior Subordinated Deferrable
Interest Debentures, Series F, issued pursuant to the Indenture.

     "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.2, 5.4 or 5.5.

     "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code (S) 3801 et seq., or any successor statute thereto, in each
case as amended from time to time.

     "Delaware Trustee" means the Person identified as such in the preamble to
this Trust Agreement, solely in its capacity as Delaware Trustee of the trust
heretofore created 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 Preferred Securities a written notice specifying such
     default or breach and

                                      -5-

<PAGE>

     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 if a successor Property Trustee has not been appointed within 90
     days thereof.

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

     "Expense Agreement" means the Agreement as to Expenses and Liabilities,
dated as of the Closing Date, between the Depositor, in its capacity as holder
of the Common Securities, and the Issuer Trust, substantially in the form
attached as Exhibit C, as amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Guarantee Agreement" means the Guarantee Agreement, dated as of the date
hereof, executed and delivered by the Depositor and Bank One, National
Association, as guarantee trustee, contemporaneously with the execution and
delivery of this Trust Agreement, for the benefit of the holders of the Trust
Securities, as amended from time to time.

     "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be deemed to be
a beneficial owner within the meaning of the Delaware Statutory Trust Act.

     "Indenture" means the Junior Subordinated Indenture, dated as of December
25, 1996, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time.

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

     "Issuer Trust" means the Delaware statutory trust known as "BNY Capital V"
which was formed on November 12, 1996 under the Delaware Statutory Trust Act
pursuant to the Original Trust Agreement and the filing of the Certificate of
Trust, and continued pursuant to this Trust Agreement.

     "Issuer Trustees" has the meaning specified in the preamble to this Trust
Agreement.

     "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 repaid or 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

                                      -6-

<PAGE>

distribution of Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Issuer Trust, Debentures having a principal
amount equal to the Liquidation Amount of the Trust Securities of the Holder to
whom such Debentures are distributed, and (c) with respect to any 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 $25 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 Preferred Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Preferred Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the case may be.

     "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 Depositor or any Affiliate of the Depositor.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

                                      -7-

<PAGE>

     "Outstanding", when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

          (a) Trust Securities theretofore canceled by the Property Trustee or
     delivered to the Property Trustee for cancellation;

          (b) Trust Securities for whose payment or redemption money in the
     necessary amount has been theretofore deposited with the Property Trustee
     or any Paying Agent; provided that, if such Trust Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Trust Agreement; and

          (c) Trust Securities that have been paid or in exchange for or in lieu
     of which other Trust 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 Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Issuer Trustee or any Affiliate
of the Depositor or of any Issuer Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Issuer Trustee shall
be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such Issuer Trustee
knows to be so owned shall be so disregarded, and (b) the foregoing clause (a)
shall not apply at any time when all of the Outstanding Preferred Securities are
owned by the Depositor, one or more of the Issuer Trustees and/or any such
Affiliate. Preferred 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
Preferred 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
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be The Bank of New York.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with The Bank of New York 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 a Paying Agent, shall make payments to the Holders in accordance with
Sections 4.1 and 4.2.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust,

                                      -8-

<PAGE>

unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

     "Preferred Security" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $25 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.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of Trust Securities, substantially in the form attached as Exhibit D.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement, solely in its capacity as Property Trustee
of the trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Debenture Redemption Date and the Maturity (as defined in the
Indenture) 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.

     "Relevant Trustee" has the meaning specified in Section 8.10.

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

     "Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

     "Successor Preferred Securities" of any particular Preferred Securities
Certificate means every Preferred 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 Preferred Securities Certificate; and, for
the purposes of this definition, any Preferred Securities Certificate executed
and delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Preferred Securities Certificate shall be deemed to
evidence the same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Preferred Securities Certificate.

     "Time of Delivery" has the meaning specified in the Underwriting Agreement.

                                      -9-

<PAGE>

     "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 if
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 Security" means any one of the Common Securities or the Preferred
Securities.

     "Underwriting Agreement" means the Pricing Agreement, dated as of April 22,
2003, among the Issuer Trust, the Depositor and the representatives of the
several underwriters named therein, incorporating the Underwriting Agreement
Standard Provisions (August 2002) referred to therein, as the same may be
amended from time to time.

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

                                   ARTICLE II

                        Continuation of the Issuer Trust

     Section 2.1 Name.

     The trust continued hereby shall be known as "BNY Capital V", 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 other Issuer Trustees,
in which name the Issuer Trustees may conduct the business of the Issuer Trust,
make and execute contracts and other instruments on behalf of the Issuer Trust
and sue and be sued.

     Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is Three
Christina Centre, 201 N. Walnut Street, Wilmington, Delaware 19801, Attention:
Legal Department, 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 One Wall Street, New York, New York 10286, Attention:
Secretary.

                                      -10-

<PAGE>

     Section 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

     The Issuer Trustees acknowledge receipt from the Depositor in connection
with the Original Trust Agreement of the sum of $10, which constituted the
initial Trust Property. The Depositor shall pay organizational expenses of the
Issuer Trust as they arise or shall, upon request of any Issuer Trustee,
promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

     Section 2.4 Issuance of the Preferred Securities.

     On April 22, 2003, the Depositor, both on its own behalf and on behalf of
the Issuer Trust pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Issuer Trust, shall manually execute in accordance with Sections 5.2, 5.3 and
8.9(a) and the Property Trustee shall deliver to the underwriters pursuant to
the Underwriting Agreement, Book-Entry Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, evidencing
an aggregate of 14,000,000 Preferred Securities having an aggregate Liquidation
Amount of $350,000,000 against receipt of the aggregate purchase price of such
Preferred Securities of $350,000,000, by the Property Trustee.

     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 manually execute
in accordance with Sections 5.2 and 5.3 and the Property Trustee shall deliver
to the Depositor, Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of 433,000 Common Securities having an
aggregate Liquidation Amount of $10,825,000, against receipt of the aggregate
purchase price of such Common Securities of $10,825,000, by the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Issuer Trust, shall subscribe for and purchase from the Depositor
Debentures, registered in the name of the Property Trustee on behalf of the
Issuer Trust and having an aggregate principal amount equal to $360,825,000,
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 $360,825,000 (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 Continuation 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 only those activities necessary or incidental
thereto. The Depositor hereby reaffirms the appointment of the Property Trustee
and the Delaware Trustee and appoints the Administrative Trustees as trustees of
the Issuer Trust, to have all the rights, powers and duties to the extent set
forth herein, and the respective Issuer Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property upon
and subject to the conditions set forth herein for the benefit of the Issuer
Trust and the Holders. The Administrative Trustees shall

                                      -11-

<PAGE>

have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Issuer Trust.
The Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Issuer
Trustees specified in this Trust Agreement, except as mandated by the Delaware
Statutory Trust Act. The Delaware Trustee shall be one of the trustees of the
Issuer Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Delaware Statutory Trust Act and for taking such actions
as are required to be taken by a Delaware trustee under the Delaware Statutory
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 2.7, 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, without limitation, the following:

          (i) 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 and the Certificate Depository Agreement and such other
          agreements as may be necessary or desirable in connection with the
          purposes and function of the Issuer Trust;

               (C) assisting in the registration of the Preferred Securities
          under the Securities Act, and under applicable state securities or
          blue sky laws and the qualification of this Trust Agreement as a trust
          indenture under the Trust Indenture Act;

               (D) assisting in obtaining the listing of the Preferred
          Securities upon such securities exchange or exchanges as shall be
          determined by the Depositor, with the registration of the Preferred
          Securities under the Exchange Act and with the preparation and filing
          of all periodic and other reports and other documents pursuant to the
          foregoing;

               (E) assisting in the sending of notices (other than notices of
          default) and other information regarding the Trust Securities and the
          Debentures to the Holders in accordance with this Trust Agreement;

               (F) the consent to the appointment of a Paying Agent,
          authenticating agent and Securities Registrar in accordance with this
          Trust Agreement (which consent shall not be unreasonably withheld);

                                      -12-

<PAGE>

               (G) execution of the Trust Securities on behalf of the Issuer
          Trust in accordance with this Trust Agreement;

               (H) execution and delivery of closing certificates, if any,
          pursuant to the Underwriting Agreement and application for a taxpayer
          identification number for the Issuer Trust;

               (I) unless otherwise determined by the Property Trustee or
          Holders of at least a Majority in Liquidation Amount of the Preferred
          Securities or as otherwise required by the Delaware Statutory 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 any 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;

                                      -13-

<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).

     (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 (acting on behalf of the
Issuer Trust) shall not (i) acquire any investments or engage in any activities
not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the Issuer
Trust to become taxable as a corporation or classified as other than a grantor
trust for United States Federal income tax purposes, (iv) incur any indebtedness
for borrowed money or issue any other debt, 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 Preferred Securities, the
Depositor shall have the right and responsibility to assist the Issuer Trust
with respect to, or effect on behalf of the Issuer Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

          (i) the preparation and filing by the Issuer Trust with the Commission
     and the execution on behalf of the Issuer Trust of a registration statement
     on the appropriate form in relation to the Preferred Securities, including
     any amendments thereto and the taking of any action necessary or desirable
     to sell the Preferred Securities in a transaction or a series of
     transactions pursuant thereto;

          (ii) the determination of the States or other jurisdictions, if any,
     in which to take appropriate action to qualify or register for sale all or
     part of the Preferred 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 Preferred Securities;

                                      -14-

<PAGE>

          (iii) the preparation for filing by the Issuer Trust and execution on
     behalf of the Issuer Trust of an application to the New York Stock Exchange
     or any other national stock exchange or the Nasdaq National Market for
     listing upon notice of issuance of any Preferred Securities;

          (iv) the preparation for filing by the Issuer Trust with the
     Commission and the execution on behalf of the Issuer Trust of a
     registration statement on Form 8-A relating to the registration of the
     Preferred Securities under Section 12(b) or 12(g) of the Exchange Act,
     including any amendments thereto;

          (v) the negotiation of the terms of, and the execution and delivery
     of, the Underwriting Agreement providing for the sale of the Preferred
     Securities; and

          (vi) 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 Issuer 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, each Administrative Trustee, the
Property Trustee and the Holders of at least a Majority in Liquidation Amount of
the Common Securities each are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that any
such Administrative Trustee, the Property Trustee or Holders of Common
Securities determines 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 Preferred 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.

                                      -15-

<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 any Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including any Additional Interest, as defined in the Indenture) are
made on the Debentures. Accordingly:

          (i) Distributions on the Trust Securities shall be cumulative, and
     shall accumulate whether or not there are funds of the Issuer Trust
     available for the payment of Distributions. Distributions shall accumulate
     from April 30, 2003, 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 quarterly in arrears
     on February 1, May 1, August 1 and November 1 of each year, commencing on
     August 1, 2003. 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 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) Distributions shall accumulate in respect of the Preferred
     Securities at a rate of 5.95% per annum of the Liquidation Amount of the
     Trust Securities. The amount

                                      -16-

<PAGE>

     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 four. 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) immediately preceding the relevant Distribution
Date.

     Section 4.2 Redemption.

     (a) On each Debenture Redemption Date and on the Maturity (as defined in
the Indenture) 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 provided pursuant to (and as defined in
     the Indenture) together with a statement that it is an estimate and that
     the actual Redemption Price will be calculated on the third Business Day
     prior to the Redemption Date (and if an estimate is provided, a further
     notice shall be sent of the actual Redemption Price on the date that such
     Redemption Price is calculated);

          (iii) the CUSIP number or CUSIP numbers of the Preferred 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

                                      -17-

<PAGE>

     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 Issuer Trust in issuing the Trust Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall indicate the
"CUSIP" 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
Preferred 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 Preferred Securities, irrevocably deposit with the Clearing Agency
for such Book-Entry Preferred 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 Preferred Securities. With respect to Preferred
Securities that are not Book-Entry Preferred Securities, the Property Trustee,
subject to Section 4.2(c), will irrevocably deposit with the Paying Agent or
Paying Agents, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give the Paying Agent or Paying Agents
irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities upon surrender of their Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register 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

                                      -18-

<PAGE>

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 Preferred Securities based upon the
relative Liquidation Amounts of such classes. The particular Preferred
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 Preferred Securities not
previously called for redemption; provided that so long as the Preferred
Securities are represented by one or more Book-Entry Preferred Securities
Certificates, such selection shall be made in accordance with the customary
procedures for the Clearing Agency for the Book-Entry Preferred Securities. The
Property Trustee shall promptly notify the Securities Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred 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
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate
Liquidation Amount of Preferred 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 Preferred Securities based on the
Liquidation Amount of the Trust Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date any Event of Default
resulting from a Debenture Event of Default 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 Preferred 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 Preferred
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 Preferred 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 Preferred 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

                                      -19-

<PAGE>

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 Preferred Securities
have been cured, waived or otherwise eliminated. Until all such Events of
Default under this Trust Agreement with respect to the Preferred Securities have
been so cured, waived or otherwise eliminated, the Property Trustee shall act
solely on behalf of the Holders of the Preferred Securities and not on behalf of
the Holder of all the Common Securities, and only the Holders of the Preferred
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) or of the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made at the corporate trust office or at the
offices of any Paying Agent appointed by the Administrative Trustees; provided
that such payments may, at the option of the Administrative Trustees, be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or by wire transfer or, if the Preferred
Securities are held by a Clearing Agency, such Distributions shall be made to
the Clearing Agency in immediately available funds pursuant to the Applicable
Procedures. Payments in respect of the Common Securities shall be made in such
manner as shall be mutually agreed between the Property Trustee and the Holder
of all 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 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 Preferred Securities (or any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (or Owner) has directly received pursuant to Section 5.8 of
the Indenture or Section 5.13 of this Trust Agreement.

                                      -20-

<PAGE>

     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

                             Securities Certificates

     Section 5.1 Initial Ownership.

     Upon the formation of the Issuer Trust and the contribution by the
Depositor referred to in 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 Securities Certificates.

     (a) The Preferred Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples of $25 in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $25
Liquidation Amount and integral multiples thereof. The Securities Certificates
shall be executed on behalf of the Issuer Trust by manual signature of at least
one Administrative Trustee. 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 Securities Certificates or did not hold such offices at
the date of delivery of such Securities Certificates. A transferee of a
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 Securities Certificate in such transferee's name pursuant
to Section 5.5.

     (b) Upon their original issuance, Preferred Securities Certificates shall
be issued in the form of one or more Book-Entry Preferred 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) 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 Securities Certificates.

     At the Time of Delivery, an Administrative Trustee shall cause Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and
2.5, to be executed on behalf

                                      -21-

<PAGE>

of the Issuer Trust and delivered to or upon the written order of the Depositor,
executed by an authorized officer thereof, without further corporate action by
the Depositor, in authorized denominations in accordance with Sections 2.4 and
2.5.

     Section 5.4 Book-Entry Preferred Securities.

     (a) Each Book-Entry Preferred Securities Certificate issued under this
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 Preferred Securities Certificate shall
constitute a single Preferred Securities Certificate for all purposes of this
Agreement.

     (b) Notwithstanding any other provision in this Trust Agreement, no
Book-Entry Preferred Securities Certificate may be exchanged in whole or in part
for Preferred Securities Certificates registered, and no transfer of a
Book-Entry Preferred 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 Preferred Securities Certificates or a nominee thereof unless (i) the
Clearing Agency advises the Property Trustee in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Book-Entry Preferred Securities Certificates, and the Property
Trustee is unable to locate a qualified successor, (ii) 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 (iii) a Debenture Event of
Default has occurred and is continuing. Upon the occurrence of any event
specified in clause (i), (ii) or (iii) above, the Administrative Trustees shall
notify the Clearing Agency and instruct the Clearing Agency to notify all Owners
of Book-Entry Preferred Securities and the Delaware Trustee of the occurrence of
such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of the Preferred Securities requesting the same.

     (c) If any Book-Entry Preferred Securities Certificate is to be exchanged
for other Preferred Securities Certificates or canceled in part, or if any other
Preferred Securities Certificate is to be exchanged in whole or in part for
Book-Entry Preferred Securities represented by a Book-Entry Preferred Securities
Certificate, then either (i) such Book-Entry Preferred 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
Preferred 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 Preferred Securities Certificate to be so exchanged or
canceled, or equal to the Liquidation Amount represented by such other Preferred
Securities Certificates to be so exchanged for Book-Entry Preferred Securities
represented thereby, as the case may be, by means of an appropriate adjustment
made on the records of the Securities Registrar, whereupon the Property Trustee,
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 or the Securities
Registrar of the Book-Entry Preferred Securities Certificate or Certificates by
the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. None of the Securities Registrar, the Issuer Trustees or

                                      -22-

<PAGE>

the Administrative 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 Preferred Securities
Certificates, the Issuer Trustees shall recognize the Holders of the Definitive
Preferred Securities Certificates as Holders. The Definitive Preferred
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.

     (d) Every Preferred Securities Certificate executed and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Book-Entry
Preferred 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 Preferred Securities Certificate, unless
such Preferred Securities Certificate is registered in the name of a Person
other than the Clearing Agency for such Book-Entry Preferred Securities
Certificate or a nominee thereof.

     (e) The Clearing Agency or its nominee, as registered owner of a Book-Entry
Preferred Securities Certificate, shall be the Holder of such Book-Entry
Preferred Securities Certificate for all purposes under this Agreement and the
Book-Entry Preferred Securities Certificate, and Owners with respect to a
Book-Entry Preferred 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
Preferred Securities Certificates (including the payment of the Liquidation
Amount of and Distributions on the Book-Entry Preferred Securities represented
thereby and the giving of instructions or directions by Owners of Book-Entry
Preferred Securities represented thereby) as the sole Holder of the Book-Entry
Preferred 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 Preferred 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; provided that,
solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, so long as Definitive Preferred Security Certificates have not
been issued, the Issuer Trustees may conclusively rely on, and shall be
protected in relying on, any written instrument (including a proxy) delivered to
the Issuer Trustees by the Clearing Agency setting forth the Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part. Pursuant to the Certificate Depository Agreement, unless and until
Definitive Preferred 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 Preferred
Securities to such Clearing Agency Participants, and none of the Depositor, the
Administrative Trustees or the Issuer Trustees shall have any responsibility or
obligation with respect thereto.

                                      -23-

<PAGE>

     Section 5.5 Registration of Transfer and Exchange of Preferred Securities
Certificates.

     (a) The Property Trustee shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.9, a register or registers (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 Preferred
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 Preferred Securities Certificates as herein provided.
The Property Trustee is hereby appointed Securities Registrar for the purpose of
registering Preferred Securities Certificates and (subject to Section 5.11)
Common Securities Certificates and transfers and exchanges thereof as provided
herein.

     Upon surrender for registration of transfer of any Preferred 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 to the
Property Trustee, and the Property Trustee shall deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
as may be required by this Trust Agreement, dated the date of execution by such
Administrative Trustee or Trustees.

     The Securities Registrar shall not be required, (i) to issue, register the
transfer of or exchange any Preferred Security during a period beginning at the
opening of business 15 days before the day of selection for redemption of such
Preferred 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 Preferred Security so selected for redemption in
whole or in part, except, in the case of any such Preferred Security to be
redeemed in part, any portion thereof not to be redeemed.

     Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or 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 such
Holder's attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Property Trustee in accordance with
such Person's customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Issuer Trust 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 Preferred Securities
Certificates.

     (b) Notwithstanding any other provision of this Agreement, transfers and
exchanges of Preferred Securities Certificates and beneficial interests in a
Book-Entry Preferred Securities

                                      -24-

<PAGE>

Certificate of the kinds specified in this Section 5.5(b) shall be made only in
accordance with this Section 5.5(b).

          (i) Definitive Preferred Securities Certificate to Book-Entry
     Preferred Securities Certificate. If the Holder of a Preferred Securities
     Certificate wishes at any time to transfer all or any portion of such
     Preferred Securities Certificate to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in a Book-Entry Preferred
     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 Preferred
     Securities Certificate as provided in Section 5.5(a) and instructions
     satisfactory to the Securities Registrar directing that a beneficial
     interest in the Book-Entry Preferred Securities Certificate of a specified
     number of Preferred Securities not greater than the number of Preferred
     Securities represented by such Preferred Securities Certificate be credited
     to a specified Clearing Agency Participant's account, then the Securities
     Registrar shall cancel such Preferred Securities Certificate (and issue a
     new Definitive Preferred 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 Preferred Securities
     Certificate by the Liquidation Amount represented by such Preferred
     Securities so transferred as provided in Section 5.4(c).

          (ii) Definitive Preferred Securities Certificate to Definitive
     Preferred Securities Certificate. A Definitive Preferred Securities
     Certificate may be transferred, in whole or in part, to a Person who takes
     delivery in the form of another Definitive Preferred Securities Certificate
     as provided in Section 5.5(a).

          (iii) Exchanges between Book-Entry Preferred Securities Certificate
     and Definitive Preferred Securities Certificate. A beneficial interest in a
     Book-Entry Preferred Securities Certificate may be exchanged for a
     Definitive Preferred Securities Certificate as provided in Section 5.4.

     Section 5.6 Mutilated, Destroyed, Lost or Stolen Securities Certificates.

     If (a) any mutilated 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 Securities
Certificate, and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
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 Securities Certificate, a new Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new 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 Securities Certificate issued pursuant to
this Section 5.6

                                      -25-

<PAGE>

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 Securities Certificate, as if originally issued, whether or not the
lost, stolen or destroyed 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 Securities Certificate shall be registered in the
Securities Register as the owner of such Securities Certificate for the purpose
of receiving Distributions and for all other purposes whatsoever, and none of
the Issuer Trustees and 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 Preferred 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 Securities Certificates may be served. The
Administrative Trustees initially designate Bank One, National Association, 153
West 51st Street, New York, New York 10019, Attention: Corporate Trust
Administration, as the Issuer Trust's office and agency for such purposes. The
Property Trustee shall give prompt written notice to the Depositor, the
Administrative Trustees and to the Holders of any change in the location of the
Securities Register or any such office or agency.

     Section 5.10 Appointment of Paying Agents.

     The Paying Agent or Agents 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 in their sole
discretion. The Paying Agent shall initially be The Bank of New York. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees and the Property Trustee. If
The Bank of New York 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 Depositor to act as Paying Agent. Such successor
Paying Agent or any additional Paying Agent appointed by the Administrative
Trustees shall execute and deliver to the Issuer Trustees an instrument in which
such successor Paying Agent or additional Paying Agent shall agree with the
Issuer Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall
be paid to such

                                      -26-

<PAGE>

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 of New York 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. Neither the
Depositor nor any successor Holder of the Common Securities may transfer less
than all the Common Securities, and the Depositor or any such successor Holder
may transfer the Common Securities only (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 of the Depositor in compliance with applicable law
(including the Securities Act and applicable state securities and blue sky
laws), and in either case only upon an effective assignment and delegation by
the Holder of all 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 preceding 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
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 Preferred Securities are
represented by a Book-Entry Preferred Securities Certificate, the Issuer
Trustees 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 will be fully paid and nonassessable by
the Issuer Trust. Subject to the provisions of Section 4.8, the Holders of the

                                      -27-

<PAGE>

Trust Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     (b) For so long as any Preferred 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 Preferred Securities then
Outstanding shall have the right to make such declaration by a notice in writing
to the Property Trustee, the Depositor and the Debenture Trustee.

     At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as provided in the
Indenture, 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
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

          (i) the Depositor has paid or deposited with the Debenture Trustee a
     sum sufficient to pay

               (A) all overdue installments of interest on all of the
          Debentures,

               (B) any accrued Additional Interest 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 Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default or Event of Default under the Indenture, except a default or
Event of Default in the payment of principal or interest (unless such default or
Event of 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 or Event of 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.

                                      -28-

<PAGE>

     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
Preferred Securities a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day that is 90 days after
such record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.13(b).

     (c) For so long as any Preferred 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 Preferred 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 Preferred 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 Preferred 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
Preferred Securities may, on behalf of the Holders of all the 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 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 Preferred 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

                                      -29-

<PAGE>

terms of the 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 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 Preferred 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 Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities,
except by a subsequent vote of the Holders of the Preferred Securities. The
Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received with respect to the Debentures. In addition to
obtaining the foregoing approvals of the Holders of the Preferred Securities,
prior to taking any of the foregoing actions, the Issuer Trustees shall, at the
expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that such action shall not cause the Issuer Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States Federal income tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Issuer Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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.

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<PAGE>

     Section 6.3 Meetings of Holders of the Preferred Securities.

     No annual meeting of Holders is required to be held. The Administrative
Trustees, however, shall call a meeting of the Holders of the Preferred
Securities to vote on any matter upon the written request of the Holders of at
least 25% in aggregate Liquidation Amount of the Outstanding Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of the Preferred
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 Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Preferred Securities.

     If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Preferred Securities representing at
least a majority of the aggregate Liquidation Amount of the Preferred Securities
held by the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Holders of the Preferred 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 $25 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
Preferred 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. Any action that may be

                                      -31-

<PAGE>

taken by the Holder of all the Common Securities may be taken if such Holders
shall consent to the action in writing.

     Section 6.7 Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Holders or the payment of a
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

     Section 6.8 Acts of Holders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as otherwise expressly provided herein, such
action shall become effective when such instrument or instruments are delivered
to 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, 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 such signer's individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer's
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that any Issuer Trustee receiving the same deems sufficient.

     The ownership of Trust Securities shall be proved by the Securities
Register.

     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 Depositor or the Issuer Trust in reliance thereon, whether or not notation
of such action is made upon such Trust Security.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the

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<PAGE>

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 or the Issuer Trustees with
respect to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Holder or Issuer
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     Section 6.9 Inspection of Records.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Issuer Trust shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

                                   ARTICLE 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 national banking association, duly organized,
validly existing and in good standing under the laws of the United States;

     (b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (c) the Delaware Trustee is a Delaware corporation;

     (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

     (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the

                                      -33-

<PAGE>

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) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee or the
Delaware Trustee is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of the United States or the State of Delaware,
as the case may be, governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Delaware
Trustee;

     (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
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 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 would question the right, power and authority of the Property
Trustee or the Delaware Trustee, as the case may be, to enter into or perform
its obligations as one of the Issuer 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 Securities Certificates issued at the Time of Delivery on behalf of
the Issuer Trust have been duly authorized and will have been duly and validly
executed, issued and delivered by the Issuer Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement
and the Holders will be, as of each 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.

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<PAGE>

                                  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,
subject to 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 against such
risk or liability is not reasonably assured to it or them. Whether or not
therein expressly so provided, every provision of this Trust Agreement relating
to the conduct or affecting the liability of or affording protection to the
Issuer Trustees shall be subject to the provisions of this Section 8.1. Nothing
in this Trust Agreement shall be construed to release an Administrative Trustee
from liability for such Administrative Trustee's own negligent action, such
Administrative Trustee's gross negligent failure to act, or such Administrative
Trustee's own willful misconduct. To the extent that, at law or in equity, an
Issuer Trustee has duties and liabilities relating to the Issuer Trust or to the
Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any
Holder for such Issuer 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 Issuer Trustees otherwise existing at
law or in equity, are agreed by the Depositor and the Holders to replace such
other duties and liabilities of the Issuer Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Issuer Trustees are not
personally liable to 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) The Property Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13), the Property Trustee shall exercise such of the rights and powers
vested in it by this Trust

                                      -35-

<PAGE>

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 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.

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

          (iii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of at least a Majority in Liquidation Amount
     of the Preferred 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

                                      -36-

<PAGE>

     to the Payment Account maintained by the Property Trustee pursuant to
     Section 3.1 and except to the extent otherwise required by law;

          (vi) the Property Trustee shall not be responsible for monitoring the
     compliance by the Administrative Trustees or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the default or misconduct of any other Issuer Trustee
     or the Depositor; and

          (vii) 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.

     (e) The Administrative Trustees shall not be responsible for monitoring the
compliance by the other Issuer Trustees or the Depositor with their respective
duties under this Trust Agreement, nor shall either Administrative Trustee be
liable for the default or misconduct of any other Administrative Trustee, the
other Issuer Trustees or the Depositor.

     (f) If an Event of Default has occurred and is continuing, the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

     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 Holder, the Administrative Trustees, and the Depositor unless
such Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

     The Property Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property Trustee shall have received written notice or a
Responsible Officer of the Property Trustee charged with the administration of
this Trust Agreement shall have obtained actual knowledge of such Event of
Default.

     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,

                                      -37-

<PAGE>

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 Preferred 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 be instructed in writing to take, or to refrain
from taking, by the Depositor; provided, however, that, if the Property Trustee
does not receive such instructions of the Depositor within ten Business Days
after it has delivered such notice, or such reasonably shorter period of time
set forth in such notice (which to the extent practicable shall not be less than
two Business Days), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Holders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or
willful misconduct;

     (c) any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate;

     (d) any direction or act of an Administrative Trustee contemplated by this
Trust Agreement shall be sufficiently evidenced by a certificate executed by
such Administrative Trustee and setting forth such direction or act;

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

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

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction; provided that, nothing
contained in this Section 8.3(g) shall be taken to relieve the Property Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Trust Agreement;

                                      -38-

<PAGE>

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys; provided that the Property Trustee shall be responsible for its own
negligence, bad faith or willful misconduct with respect to selection of any
agent or attorney appointed by it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities in respect of such remedy, right or action), (ii)
may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in acting in
accordance with such instructions; and

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

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

     Section 8.4 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities Certificates shall be
taken as the statements of the Depositor, and the Issuer Trustees do not assume
any responsibility for their correctness. The Issuer Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.

     Section 8.5 May Hold Securities.

     Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer
Trust, in its individual or any other capacity, may become the owner or pledgee
of Trust Securities and, subject to Sections 8.8 and 8.13, and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Issuer Trust with the same rights it would have if it were not an
Issuer Trustee or such other agent.

                                      -39-

<PAGE>

     Section 8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a) to pay to each Issuer Trustee and Paying Agent from time to time such
reasonable compensation for all services rendered by them hereunder as may be
agreed by the Depositor and such Issuer Trustee or Paying Agent, as the case may
be, 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 each Issuer
Trustee and Paying Agent upon request for all reasonable expenses, disbursements
and advances incurred or made by each Issuer Trustee and Paying Agent 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) each Paying Agent, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) 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 and the removal or resignation of any Issuer Trustee.

     No Issuer Trustee or Paying Agent may claim any Lien on any Trust Property
as a result of any amount due pursuant to this Section 8.6.

     The Depositor, any Issuer Trustee and any Paying Agent 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, any Paying Agent 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, any Issuer Trustee or any Paying Agent 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

                                      -40-

<PAGE>

investment or other opportunity. Any Issuer Trustee or Paying Agent 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,
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. 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 at the
time of such appointment a combined capital and surplus of at least $50,000,000.
If any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section 8.7 and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section 8.7, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. 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. 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. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware, or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law and that shall act through one or more
persons authorized to bind such entity.

     Section 8.8 Conflicting Interests.

     (a) If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

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

     Section 8.9 Co-Trustees and Separate Trustee.

     Unless 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

                                      -41-

<PAGE>

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 8.9. Any
co-trustee or separate trustee appointed pursuant to this Section 8.9 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. If an Event of Default under the Indenture shall have occurred
and be continuing, the Property Trustee alone shall have the power to make such
appointment.

     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 in
accordance with Sections 2.4 and 2.5, and all rights, powers, duties, and
obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the
Property Trustee specified hereunder shall be exercised solely by the Property
Trustee and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section
8.9, and, in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee shall have power to accept the resignation of, or remove,
any such co-trustee or separate trustee without the concurrence of the
Depositor. Upon the written request of the Property Trustee, the Depositor shall
join with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary

                                      -42-

<PAGE>

or proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigning or removed may be appointed in the
manner provided in this Section 8.9.

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     Section 8.10 Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to this Article 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. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, 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 Holder of all the
Common Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a Majority in Liquidation
Amount of the Preferred 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 Holders of Common
Securities at any time.

     If any Issuer Trustee shall resign, be removed or become incapable of
acting as Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any cause, at a time when no Debenture Event of Default shall
have occurred and be continuing, the Holder of all the Common Securities, by Act
delivered to the retiring Issuer Trustee, shall promptly appoint a successor
Issuer Trustee or Issuer Trustees, and such successor Issuer 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 Holders of Preferred Securities, by Act of the Holders of a
Majority in Liquidation Amount of the Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees, and such successor Issuer Trustee shall comply
with the applicable requirements of Section 8.11. If

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<PAGE>

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 Holder of all the Common Securities by Act
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 Holder of all the Common Securities or the Holders of a Majority in
Liquidation Amount of the Preferred Securities, as the case may be, and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months, on behalf of such Holder and
all others similarly situated, or any other Issuer Trustee, may petition any
court of competent jurisdiction for the appointment of a successor Relevant
Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of an Issuer Trustee and each appointment of a successor Issuer Trustee to all
Holders in the manner provided in Section 10.8 and shall give notice to the
Depositor. 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 Depositor, 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 either case being a Person who satisfies the eligibility
requirement for Administrative Trustees or 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 Issuer Trustee such
successor Issuer Trustee so appointed shall execute, acknowledge and deliver to
the Issuer Trust and to the retiring Issuer Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Issuer
Trustee shall become effective and such successor Issuer Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Issuer Trustee; but, on the request of
the Depositor or the successor Issuer Trustee, such retiring Issuer Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Issuer Trustee all the rights, powers and trusts
of the retiring Issuer Trustee and if the Property Trustee is the resigning
Issuer Trustee shall duly assign, transfer and deliver to the successor Issuer
Trustee all property and money held by such retiring Property Trustee hereunder.

     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

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<PAGE>

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 Issuer
Trust.

     Upon request of any Issuer Trustee or any such successor Relevant Trustee,
the retiring Relevant Trustee or the Issuer Trust, as the case may be, 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.

     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 Preferred
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 Property 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:

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<PAGE>

     (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.

     Section 8.15 Reports by Property Trustee.

     (a) Not later than 60 days after May 15 of each year commencing with May
15, 2003, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report, dated as of May 15 of such
year, 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.

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<PAGE>

     (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
Issuer 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. The Depositor and the Administrative Trustees on behalf of the
Issuer Trust shall annually file with the Property Trustee a certificate
specifying whether such Person is in compliance with all of the terms and
covenants applicable to such Person hereunder.

     Section 8.17 Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrative Trustees on behalf of the
Issuer 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 four, provided that the Property
Trustee and the Delaware Trustee may be the same Person if the Property Trustee
meets the applicable requirements.

     (b) If an Issuer Trustee ceases to hold office for any reason, a vacancy
shall occur. The vacancy shall be filled with an Issuer Trustee appointed in
accordance with Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of an Issuer Trustee shall not operate to
annul, dissolve or terminate the Issuer Trust.

     Section 8.19 Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 such
Administrative Trustee's power for the purpose of executing any documents
contemplated in Section 2.7(a), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such

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<PAGE>

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.

     Section 8.20 Appointment of Administrative Trustees.

     (a) The Administrative Trustees shall initially be John A. Park, III, an
individual, and Thomas J. Mastro, an individual, and their successors shall be
appointed by the Holder of a Majority in Liquidation Amount of the Common
Securities, and may resign or be removed by the Holders of a Majority in
Liquidation Amount of the Common Securities at any time. Upon any resignation or
removal, the Depositor shall appoint a successor Administrative Trustee. If at
any time there is no Administrative Trustee, the Property Trustee or any Holder
who has been a Holder of Trust Securities for at least six months may petition
any court of competent jurisdiction for the appointment of one or more
Administrative Trustees.

     (b) 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 this Section 8.20, 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.

     (c) Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Administrative Trustee who is a natural person dies or
becomes, in the opinion of the Holder of a Majority in Liquidation Amount the
Common Securities, incompetent or incapacitated, the vacancy created by such
death, incompetence or incapacity may be filled by the unanimous act of the
remaining Administrative Trustees, if there were at least two of them prior to
such vacancy, and by the Depositor, if there were not two such Administrative
Trustees immediately prior to such vacancy (with the successor being a Person
who satisfies the eligibility requirement for Administrative Trustees set forth
in Section 8.7).

                                   ARTICLE IX

                       Termination, Liquidation and Merger

     Section 9.1 Termination Upon Expiration Date.

     Unless earlier terminated pursuant to Section 9.2, the Issuer Trust shall
automatically dissolve, and its affairs be wound up, on April 30, 2058 (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;

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<PAGE>

     (b) the written direction to the Property Trustee from the Holder of all
the Common Securities at any time to terminate the Issuer Trust and to
distribute the Debentures to Holders in exchange for the Preferred Securities
(which direction is optional and wholly within the discretion of the Holder of
all the Common Securities);

     (c) the redemption of all of the Preferred Securities in connection with
the payment at Maturity (as defined in the Indenture) or the redemption of all
the Debentures; and

     (d) the entry of an order for dissolution of the Issuer Trust by a court of
competent jurisdiction.

     Section 9.3 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.

     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 Issuer Trustees as expeditiously as the Issuer Trustees
determine 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 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 Securities Certificates for Debentures, or if Section
     9.4(d) applies receive a Liquidation Distribution, as the Property Trustee
     or 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

                                      -49-

<PAGE>

establish a record date for such distribution (which shall be not more than 45
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 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 Securities Certificates, upon surrender of such Securities Certificates to
the exchange agent for exchange, (iii) the Depositor shall use its best efforts
to have the Debentures listed on the New York Stock Exchange or on such other
exchange, interdealer quotation system or self-regulatory organization on which
the Preferred Securities are then listed, (iv) any Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of
Debentures bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid Distributions on such 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 Securities
Certificates with respect to such Debentures) and (v) all rights of Holders
holding Trust Securities will cease, except the right of such Holders to receive
Debentures upon surrender of Securities Certificates.

     (d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Debentures in the manner provided herein is
determined by the Property Trustee not to be practical, or if an Early
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 Holder of all
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 Preferred 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 Preferred 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 Administrative Trustees, but without the consent of

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<PAGE>

the Holders of the Outstanding Preferred Securities, the Property Trustee or the
Delaware Trustee, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided that (i) such successor entity either (A) expressly
assumes all of the obligations of the Issuer Trust with respect to the Preferred
Securities or (B) substitutes for the Preferred Securities other securities
having substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities have the same priority as the
Preferred 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 Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization that then assigns a rating
to the Preferred Securities, (iv) the Successor Securities are listed, or any
Successor Securities will be listed upon notice of issuance, on any national
securities exchange or interdealer quotation system on which the Preferred
Securities are then listed, if any, (v) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of the
Issuer Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor 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 Preferred
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 (viii) 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 Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the 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 or incapacity of any person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor entitle the legal representatives
or heirs of such person or any Holder for such

                                      -51-

<PAGE>

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 Issuer
Trustees and the Holder of all the Common Securities, without the consent of any
Holder of the Preferred Securities, (i) to cure any ambiguity, correct or
supplement any provision herein that may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement, which shall not be inconsistent
with the other provisions of this Trust Agreement or (ii) to modify, eliminate
or add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Issuer Trust will not be taxable as a corporation
or will be classified as a grantor trust for United States Federal income tax
purposes at all times that any Trust Securities are Outstanding or to ensure
that the Issuer Trust will not be required to register as an "investment
company" under the Investment Company Act; provided, however, that in the case
of either clauses (i) or (ii) such action shall not adversely affect in any
material respect the interests of any Holder.

     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Issuer Trustees and the Holder of all the
Common Securities and with (i) the consent of Holders of at least a Majority in
Liquidation Amount of the Preferred 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 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 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 relevant Issuer Trustee(s), this
Trust Agreement may not be

                                      -52-

<PAGE>

amended in a manner that imposes any additional obligation on the Depositor or
the relevant Issuer Trustee(s).

     (f) If any amendment to this Trust Agreement is made, the Administrative
Trustees or the Property Trustee shall promptly provide to the Depositor a copy
of such amendment.

     (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.

     Section 10.3 Separability.

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

     Section 10.4 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST, THE DEPOSITOR AND THE ISSUER TRUSTEES WITH RESPECT TO THIS
TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS. THE PROVISIONS OF SECTION 3540 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 VIII 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.

                                      -53-

<PAGE>

     Section 10.7 Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     Section 10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Preferred 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 all the
Common Securities or the Depositor, to The Bank of New York Company Inc., One
Wall Street, New York, New York 10286, Attention: Secretary, facsimile no.:
(212) 635-1799, or to such other address as may be specified in a written notice
by the Holder of all 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 or any Issuer Trustee shall be given in writing by deposit thereof,
first-class postage prepaid, in the U.S. mail, hand delivery or facsimile
transmission, addressed to such Person as follows: (a) with respect to the
Property Trustee to Bank One, National Association, 153 West 51st Street, New
York, New York, 10019, Attention: Corporate Trust Administration; (b) with
respect to the Delaware Trustee, to Bank One Delaware, Inc., Three Christina
Centre, 201 N. Walnut Street, Wilmington, Delaware 19801, Attention: Legal
Department; (c) with respect to the Administrative Trustees, to them at the
address above for notices to the Depositor, marked "Attention: Administrative
Trustees of BNY Capital V"; 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, the Delaware 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, the Delaware Trustee or such
Administrative Trustee, as the case may be.

     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

                                      -54-

<PAGE>

the expense of the Depositor, it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such petition by the Depositor
against the Issuer Trust or the commencement of such action and raise the
defense that the Depositor has agreed in writing not to take such action and
should be estopped 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) If any provision hereof limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act through
operation of Section 318(c) thereof, such imposed duties shall control. If any
provision of this Trust 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 Trust Agreement as so modified or excluded, as
the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Issuer Trust.

     Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement
and Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS
OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS
OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

     Section 10.12 Counterparts.

     This 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.

                                      -55-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                             The Bank of New York Company, Inc.,
                                             as Depositor


                                             By:  /s/ Bruce Van Saun
                                                --------------------------------
                                             Name:  Bruce Van Saun
                                             Title: Senior Executive Vice
                                                    President and Chief
                                                    Financial Officer


                                             Bank One, National Association,
                                             as Property Trustee


                                             By:  /s/ Michael Pinzon
                                                --------------------------------
                                             Name:  Michael Pinzon
                                             Title: Authorized Officer


                                             Bank One Delaware, Inc.,
                                             as Delaware Trustee


                                             By:  /s/ Melissa G. Weisman
                                                --------------------------------
                                             Name:  Melissa G. Weisman
                                             Title: Authorized Officer


                                             By:  /s/ Thomas J. Mastro
                                                --------------------------------
                                             Name:  Thomas J. Mastro
                                             as Administrative Trustee


                                             By:  /s/ John A. Park III
                                                --------------------------------
                                             Name:  John A. Park III
                                             as Administrative Trustee

                                      -56-

<PAGE>

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

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


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

                                             Notary Public, State of New York
                                             Commission Expires
                                                                ----------------

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

     On the     day of April, 2003, before me personally came John A. Park, III
            ---
to me known, who, being by me duly sworn, did depose and say that he is an
Administrative Trustee of BNY Capital V, one of the corporations described in
and which executed the foregoing instrument; that he signed his name thereto by
authority of the Board of Directors of said corporation.


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

                                             Notary Public, State of New York
                                             Commission Expires
                                                                ----------------

                                      -57-

<PAGE>

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

     On the     day of April, 2003, before me personally came Thomas J. Mastro,
            ---
to me known, who, being by me duly sworn, did depose and say that he is an
Administrative Trustee of BNY Capital V, one of the corporations described in
and which executed the foregoing instrument; that he signed his name thereto by
authority of the Board of Directors of said corporation.


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

                                             Notary Public, State of New York
                                             Commission Expires
                                                                ----------------

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

     On the     day of April, 2003, before me personally came              , to
            ---                                               -------------
me known, who, being by me duly sworn, did depose and say that he is a
              of Bank One, National Association, one of the corporations
-------------
described herein and which executed the foregoing instrument; that he that he
signed his name thereto by authority of the Board of Directors of said
corporation.

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

                                             Notary Public, State of New York
                                             Commission Expires
                                                                ----------------

                                      -58-

<PAGE>

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

     On the     day of April, 2003, before me personally came             , to
            ---                                               ------------
me known, who, being by me duly sworn, did depose and say that he is a
             of Bank One Delaware, Inc., one of the corporations described
-------------
herein and which executed the foregoing instrument; that he that he signed his
name thereto by authority of the Board of Directors of said corporation.

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

                                             Notary Public, State of New York
                                             Commission Expires
                                                                ----------------

                                      -59-

<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                                  BNY CAPITAL V

          This Certificate of Trust of BNY Capital V (the "Trust"), dated
November 6, 1996, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.)

          1. Name. The name of the business trust being formed hereby is BNY
Capital V.

          2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is First
Chicago Delaware, Inc., 300 King Street, Wilmington, Delaware 19801.

          3. Effective Date. This Certificate of Trust shall be effective as of
November 12, 1996.

          IN WITNESS WHEREOF, the undersigned, being the trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.

                                             FIRST CHICAGO DELAWARE INC.,


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

                                             as Regular Trustee

                                      A-1

<PAGE>

                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

       THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN
AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 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

       CI

                Certificate Evidencing Series F Common Securities

                                       of

                                  BNY Capital V

                        5.95% Common Securities, Series F
                  (Liquidation Amount $25 per Common Security)

     BNY Capital V, a statutory trust formed 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 5.95% Common Securities, Series F (Liquidation Amount
$25 per Common Security) (the "Series F Common Securities"). Except in
accordance with Section 5.11 of the Trust Agreement (as defined below) the
Series F 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 Series F Common Securities are set forth in, and this certificate and the
Series F 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 April 30, 2003, as the same may
be amended from time to time (the "Trust Agreement"), among The Bank of New York
Company, Inc., as Depositor, Bank One, National Association, as Property
Trustee, Bank One Delaware, Inc., as Delaware Trustee, the Administrative
Trustees named therein and the several Holders, including the designation of the
terms of the Series F 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.

     This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

                                      B-1

<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 April, 2003.

                                           BNY Capital V


                                           By: /s/
                                               ---------------------------------
                                               Name:
                                               Administrative Trustee

                                      B-2

<PAGE>

                                                                       Exhibit C

                           [FORM OF EXPENSE AGREEMENT]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     Agreement as to Expenses and Liabilities, dated as of April 30, 2003,
between The Bank of New York Company, Inc., a New York corporation, as Depositor
(the "Depositor"), and BNY Capital V, a Delaware Statutory Trust (the "Issuer
Trust").

     Whereas, the Issuer Trust intends to issue its 5.95% Common Securities,
Series F (the "Series F Common Securities") to and acquire Debentures from the
Depositor, and to issue and sell 0% Trust Preferred Securities, Series F (the
"Series F Trust Preferred Securities" and together with the Common Securities
the "Trust Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement, dated
as of April 30, 2003, among The Bank of New York Company, Inc., as Depositor,
Bank One, National Association, as Property Trustee, Bank One Delaware, Inc., as
Delaware Trustee, the Administrative Trustees named therein and the several
Holders, as the same may be amended from time to time (the "Trust Agreement");

     Whereas, the Depositor will own all of the Series F Common Securities of
the Trust;

     Whereas, capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement;

     Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE I

     Section 1.1. Guarantee by the Depositor. Subject to the terms and
conditions hereof, the Depositor 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 Depositor under this Agreement shall
constitute unsecured obligations of the Depositor and shall rank subordinate and
junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) of the Depositor 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 Depositor
hereunder. The obligations of the Depositor hereunder do not constitute Senior
Indebtedness (as defined in the Indenture) of the Depositor.

                                      C-1

<PAGE>

     Section 1.3. Term of Agreement. This Agreement shall terminate and be of no
further force and effect upon the dissolution of the Issuer Trust; 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 Series F Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Series F Trust Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by the Depositor and Bank One,
National Association, 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 Depositor hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Depositor 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 Depositor 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 dissolution of the Issuer Trust in accordance
with the terms thereof).

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, the Depositor with respect to the happening of any of the
foregoing.

     Section 1.6. Enforcement. A Beneficiary may enforce this Agreement directly
against the Depositor and the Depositor 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 Depositor.

     Section 1.7. Subrogation. The Depositor shall be subrogated to all rights
(if any) of any Beneficiary against the Issuer Trust in respect of any amounts
paid to the Beneficiaries by the Depositor under this Agreement; provided,
however, that the Depositor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any rights that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Agreement, if, at the
time of any such payment, any amounts are due and unpaid under this Agreement.

                                      C-2

<PAGE>

                                   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; provided, however, that, upon any transfer of the
Series F Common Securities, this Agreement shall be assigned and delegated by
the Depositor 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 Depositor and shall inure to the benefit of the
Beneficiaries.

     Section 2.3. Amendment. So long as there remains any Beneficiary or any
Series F Trust Preferred Securities are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Beneficiary or to the holders
of the Series F Trust Preferred Securities without the consent of such
Beneficiary or the holders of the Series F Trust Preferred 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):

          BNY Capital V
          c/o Bank One, National Association
          Facsimile No.: (212) 373-1383
          Attention: Corporate Trust Administration

          With a copy to:

               The Bank of New York Company, Inc.
               One Wall Street
               New York, New York 10286
               Facsimile No.: (212) 635-1799
               Attention: Secretary

     Section 2.5. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      C-3

<PAGE>

     This Agreement is executed as of the day and year first above written.

                                THE BANK OF NEW YORK COMPANY, INC.


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



                                BNY Capital V


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

                                      C-4

<PAGE>

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

     [If the Preferred Securities Certificate is to be Evidenced By a Book-Entry
Preferred Securities Certificate, insert -- This Preferred Securities
Certificate is a Book-Entry Preferred Securities Certificate within the meaning
of the Trust Agreement hereinafter referred to and is registered in the name of
a Clearing Agency or a nominee of a Clearing Agency. This Preferred Securities
Certificate is exchangeable for Preferred Securities Certificates registered in
the name of a person other than the Clearing Agency or its nominee only in the
limited circumstances described in the Trust Agreement and may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency, except in the limited circumstances
described in the Trust Agreement.

     Unless this Preferred Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to BNY Capital V or its agent for registration of transfer, exchange or payment,
and any Preferred 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.]

<PAGE>

Certificate Number                                Number of Preferred Securities

      CAI-

                               CUSIP NO. 09656H209

                   Certificate Evidencing Preferred Securities

                                       of

                                  BNY Capital V

                   5.95% Trust Preferred Securities, Series F

              (Liquidation Amount $25 per Trust Preferred Security)

     BNY Capital V, a statutory trust formed under the laws of the State of
Delaware (the "Issuer Trust"), hereby certifies that                (the
                                                     ---------------
"Holder") is the registered owner of        Preferred Securities of the Issuer
                                     ------
Trust representing an undivided preferred beneficial interest in the assets of
the Issuer Trust and designated the BNY Capital V 5.95% Trust Preferred
Securities, Series F (Liquidation Amount $25 per Preferred Security) (the
"Series F Trust Preferred Securities"). The Series F Trust Preferred 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 Preferred Securities are set
forth in, and this certificate and the Preferred 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 April
30, 2003, as the same may be amended from time to time (the "Trust Agreement"),
among The Bank of New York Company Inc., as Depositor, Bank One, National
Association, as Property Trustee, Bank One Delaware, Inc., as Delaware Trustee,
the Administrative Trustees named therein and the several Holders, including the
designation of the terms of the Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
The Bank of New York Company, Inc., a New York corporation, and Bank One,
National Association, as Guarantee Trustee, dated as of April 30, 2003 (the
"Guarantee Agreement"), to the extent provided therein. The Property Trustee
will furnish a copy of the Trust Agreement and the Guarantee Agreement to the
Holder without charge upon written request to the Issuer Trust at its principal
place of business or registered office.

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

     This Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

<PAGE>

     All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Exhibits thereto.

<PAGE>

     In Witness Whereof, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this     day of April, 2003.

                                       BNY Capital V


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

<PAGE>

                                   ASSIGNMENT

     For Value Received, the undersigned assigns and transfers this Preferred
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 Preferred Security Certificate on the books of the Issuer
Trust. The agent may substitute another to act for him or her.

Date:
      ----------------


Signature:
           --------------------------------------------------------------------
           (Sign exactly as your name appears on the other side of this Capital
                                  Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.