<PAGE>
                                                                     EXHIBIT 4-e


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


                      AMENDED AND RESTATED TRUST AGREEMENT


                                      AMONG


                                STERLING BANCORP,
                                  as Depositor


                              THE BANK OF NEW YORK,
                               as Property Trustee


                        THE BANK OF NEW YORK (DELAWARE),
                               as Delaware Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                                       and


                   THE SEVERAL HOLDERS OF THE TRUST SECURITIES



                         Dated as of _____________, 2002


                            STERLING BANCORP TRUST I


================================================================================
<PAGE>
                            Sterling Bancorp Trust I
              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                                  Trust Agreement
  Act Section                                                         Section
---------------                                                  ---------------
<S>                                                              <C>
(Section) 310 (a)(1)...........................................  8.7
              (a)(2)...........................................  8.7
              (a)(3)...........................................  8.9
              (a)(4)...........................................  2.7(a)(ii)
              (b)..............................................  8.8
(Section) 311 (a)..............................................  8.13
              (b)..............................................  8.13
(Section) 312 (a)..............................................  5.8
              (b)..............................................  5.8
              (c)..............................................  5.8
(Section) 313 (a)..............................................  8.15(a)
              (a)(4)...........................................  8.15(b)
              (b)..............................................  8.15(b)
              (c)..............................................  10.8
              (d)..............................................  8.15(c)
(Section) 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
(Section) 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
(Section) 316 (a)..............................................  Not ApplicAble
              (a)(1)(A)........................................  Not Applicable
              (a)(1)(B)........................................  Not Applicable
              (a)(2)...........................................  Not Applicable
              (b)..............................................  5.15
              (c)..............................................  6.7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Trust Indenture                                                  Trust Agreement
  Act Section                                                         Section
---------------                                                  ---------------
<S>                                                              <C>
(Section) 317 (a)(1)...........................................  Not Applicable
              (a)(2)...........................................  Not Applicable
              (b)..............................................  5.10
(Section) 318 (a)..............................................  10.10
</TABLE>

-----------
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

<TABLE>
<S>                                                                             <C>
ARTICLE I.     Defined Terms .................................................   1

Section 1.1.   Definitions. ..................................................   1

ARTICLE II.    Continuation of the Issuer Trust ..............................  11

Section 2.1.   Name. .........................................................  11
Section 2.2.   Office of the Delaware Trustee; Principal Place of Business. ..  11
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. ................................................  12
Section 2.6.   Continuation of Trust. ........................................  13
Section 2.7.   Authorization to Enter into Certain Transactions. .............  13
Section 2.8.   Assets of Trust. ..............................................  17
Section 2.9.   Title to Trust Property. ......................................  17

ARTICLE III.   Payment Account ...............................................  18

Section 3.1.   Payment Account. ..............................................  18

ARTICLE IV.    Distributions; Redemption .....................................  18

Section 4.1.   Distributions. ................................................  18
Section 4.2.   Redemption. ...................................................  19
Section 4.3.   Subordination of Common Securities. ...........................  21
Section 4.4.   Payment Procedures. ...........................................  22
Section 4.5.   Tax Returns and Reports. ......................................  22
Section 4.6.   Payment of Taxes, Duties, Etc. of the Issuer Trust. ...........  23
Section 4.7.   Payments under Indenture or Pursuant to Direct Actions. .......  23
Section 4.8.   Liability of the Holder of Common Securities. .................  23

ARTICLE V.     Securities Certificates .......................................  23

Section 5.1.   Initial Ownership. ............................................  23
Section 5.2.   The Securities Certificates. ..................................  23
Section 5.3.   Execution and Delivery of Securities Certificates. ............  24
Section 5.4.   Book-Entry Preferred Securities. ..............................  24
Section 5.5.   Registration of Transfer and Exchange of Preferred Securities
               Certificates. .................................................  26
Section 5.6.   Mutilated, Destroyed, Lost or Stolen Securities Certificates. .  28
Section 5.7.   Persons Deemed Holders. .......................................  28
Section 5.8.   Access to List of Holders' Names and Addresses. ...............  29
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                             <C>
Section 5.9.   Maintenance of Office or Agency. ..............................  29
Section 5.10.  Appointment of Paying Agents. .................................  29
Section 5.11.  Ownership of Common Securities by Depositor. ..................  30
Section 5.12.  Notices to Clearing Agency. ...................................  30
Section 5.13.  Rights of Holders; Waivers of Past Defaults. ..................  30

ARTICLE VI.    Acts of Holders; Meetings; Voting. ............................  33

Section 6.1.   Limitations on Voting Rights. .................................  33
Section 6.2.   Notice of Meetings. ...........................................  34
Section 6.3.   Meetings of Holders of the Preferred Securities. ..............  34
Section 6.4.   Voting Rights. ................................................  34
Section 6.5.   Proxies, etc. .................................................  34
Section 6.6.   Holder Action by Written Consent. .............................  35
Section 6.7.   Record Date for Voting and Other Purposes. ....................  35
Section 6.8.   Acts of Holders. ..............................................  35
Section 6.9.   Inspection of Records. ........................................  36

ARTICLE VII.   Representations and Warranties ................................  37

Section 7.1.   Representations and Warranties of the Property Trustee and the
               Delaware Trustee. .............................................  37
Section 7.2.   Representations and Warranties of Depositor. ..................  38

ARTICLE VIII.  The Issuer Trustees ...........................................  38

Section 8.1.   Certain Duties and Responsibilities. ..........................  38
Section 8.2.   Certain Notices. ..............................................  41
Section 8.3.   Certain Rights of Property Trustee. ...........................  41
Section 8.4.   Not Responsible for Recitals or Issuance of Securities. .......  43
Section 8.5.   May Hold Securities. ..........................................  44
Section 8.6.   Compensation; Indemnity; Fees. ................................  44
Section 8.7.   Corporate Property Trustee Required; Eligibility of Issuer
               Trustees. .....................................................  45
Section 8.8.   Conflicting Interests. ........................................  46
Section 8.9.   Co-Trustees and Separate Trustee. .............................  46
Section 8.10.  Resignation and Removal; Appointment of Successor. ............  47
Section 8.11.  Acceptance of Appointment by Successor. .......................  49
Section 8.12.  Merger, Conversion, Consolidation or Succession to Business. ..  50
Section 8.13.  Preferential Collection of Claims Against Depositor or
               Issuer Trust. .................................................  50
Section 8.14.  Property Trustee May File Proofs of Claim. ....................  50
Section 8.15.  Reports by Property Trustee. ..................................  51
Section 8.16.  Reports to the Property Trustee. ..............................  52
Section 8.17.  Evidence of Compliance with Conditions Precedent. .............  52
Section 8.18.  Number of Issuer Trustees. ....................................  52
Section 8.19.  Delegation of Power. ..........................................  52
Section 8.20.  Appointment of Administrative Trustees. .......................  53
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                             <C>
ARTICLE IX.    Termination, Liquidation and Merger ...........................  54

Section 9.1.   Dissolution Upon Expiration Date. .............................  54
Section 9.2.   Early Termination. ............................................  54
Section 9.3.   Termination. ..................................................  54
Section 9.4.   Liquidation. ..................................................  54
Section 9.5.   Mergers, Consolidations, Amalgamations or Replacements of
               Issuer Trust. .................................................  56
Section 9.6.   Exchange of Preferred Securities for Debentures by Depositor
               Affiliated Holder. ............................................  57

ARTICLE X.     Miscellaneous Provisions ......................................  58

Section 10.1.  Limitation of Rights of Holders. ..............................  58
Section 10.2.  Amendment. ....................................................  58
Section 10.3.  Separability. .................................................  59
Section 10.4.  Governing Law. ................................................  60
Section 10.5.  Payments Due on Non-Business Day. .............................  60
Section 10.6.  Successors. ...................................................  60
Section 10.7.  Headings. .....................................................  60
Section 10.8.  Reports, Notices and Demands. .................................  60
Section 10.9.  Agreement Not to Petition. ....................................  61
Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act. .......  61
Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement
               and Indenture. ................................................  62
Section 10.12. Counterparts. .................................................  62
</TABLE>

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


                                     -iii-
<PAGE>
         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________,   2002,
among (i) Sterling Bancorp, a New York corporation (including any successors or
assigns, the "Depositor"), (ii) The Bank of New York, 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) The Bank of New York (Delaware), a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) John W. Tietjen, an individual, and John C. Millman, an individual, each of
whose address is c/o Sterling Bancorp, 650 Fifth Avenue, New York, New York
10019-6108 (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 Regular Trustees have heretofore
duly declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into a Trust Agreement, dated as of ____________,  2002
(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 _________,  2002,
attached as Exhibit A;

         WHEREAS, the Regular Trustees under the Original Trust Agreement are
from here on called "Administrative Trustees"; and

         WHEREAS, the parties hereto 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 Issuer 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:
<PAGE>
         (a) The terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

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

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

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

         (e) Unless the context otherwise requires, any reference to an
"Article", 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 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.


                                      -2-
<PAGE>
         "Bank" has the meaning specified in the preamble to this Trust
Agreement.

         "Bankruptcy Event" means, with respect to any Person:

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b)      the institution by such Person of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
similar official) of such Person or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due
and its willingness to be adjudicated a bankrupt, or the taking of corporate
action by such Person in furtherance of any such action.

         "Bankruptcy Laws" has the meaning specified in Section 10.9.

         "Board 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.


                                      -3-
<PAGE>
                                                                     Exhibit 4-e

         "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.

         "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 $10 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 New
York, New York, and (ii) when used with respect to the Debenture Trustee, the
principal office of the Debenture Trustee located in New York, New York.


                                      -4-
<PAGE>
         "Debenture Event of Default" means any "Event of Default" specified in
Section 5.1 of the Indenture.

         "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption of such Debentures
under the Indenture.

         "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

         "Debenture Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

         "Debentures" means the Depositor's ___% Junior Subordinated Deferrable
Interest Debentures, Series A, 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 Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 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
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.

         "Depositor Affiliated Holder" has the meaning specified in Section 9.6
hereof.

         "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):


                                      -5-
<PAGE>
         (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 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 The Bank of New York,
as guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the holders of the Preferred Securities, as
amended from time to time.

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

         "Indenture" means the Junior Subordinated Indenture, dated as of
__________,  2002, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.


                                      -6-
<PAGE>
         "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 business trust known as "Sterling
Bancorp Trust I" which was formed on February 1, 2002 under the Delaware
Business 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 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 $10 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


                                      -7-
<PAGE>
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.

         "Option Closing Date" has the meaning specified in Section 5(b) of the
Underwriting Agreement. "Original Trust Agreement" has the meaning specified in
the recitals to this Trust Agreement.

         "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


                                      -8-
<PAGE>
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 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, 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 $10 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 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


                                      -9-
<PAGE>
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.

         "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.


                                      -10-
<PAGE>
         "Trust Security" means any one of the Common Securities or the
Preferred Securities.

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
 ......, 2002, among the Issuer Trust, the Depositor and the representatives of
the several underwriters named therein.

         "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 "Sterling Bancorp Trust
I", 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 The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Kristine Gullo, or such other address in the State of Delaware
as the Delaware Trustee may designate by written notice to the Depositor, the
Property Trustee and the Administrative Trustees. The principal executive office
of the Issuer Trust is c/o Sterling Bancorp, 650 Fifth Avenue, New York, New
York 10019-6108, Attention: Secretary.

         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.

         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


                                      -11-
<PAGE>
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 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 2,200,000 Preferred Securities
having an aggregate Liquidation Amount of $22,000,000, against receipt by the
Property Trustee of the aggregate purchase price of such Preferred Securities of
$22,000,000. If and to the extent that the underwriters exercise their option
under the Underwriting Agreement to purchase up to 300,000 additional Preferred
Securities having an aggregate Liquidation Amount of up to $3,000,000, then 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 underwriters pursuant to the Underwriting Agreement, Book-Entry Preferred
Securities Certificates, registered in the name of the nominee of the initial
Clearing Agency, evidencing the aggregate number of Preferred Securities being
purchased pursuant to such option, against receipt by the Property Trustee of
the aggregate purchase price of such Preferred Securities equal to the aggregate
Liquidation Amount of such Preferred Securities plus any accumulated
distributions thereon from ____________, 2002 to the date of such delivery and
payment.

         Section 2.5. Issuance of the Common Securities; Subscription and
Purchase of Debentures.

         (a) 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 77,400
Common Securities having an aggregate Liquidation Amount of $774,000, against
receipt by the Property Trustee of the aggregate purchase price of such Common
Securities of $774,000. 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
$25,774,000, 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 $25,774,000 (being the sum of the amounts received by the Property
Trustee pursuant to the second sentence of Section 2.4 and the first sentence of
this Section 2.5(a)).

         (b) If and to the extent that the underwriters exercise their option
under the Underwriting Agreement to purchase up to 300,000 additional Preferred
Securities, then contemporaneously with the delivery of the Book-Entry Preferred
Securities Certificates evidencing such Preferred Securities pursuant to the
last sentence of Section 2.4, 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 number of
Common Securities equal to the smallest number of


                                      -12-
<PAGE>
Common Securities having an aggregate Liquidation Amount that (i) is an integral
multiple of $1,000 and (ii) when added to the aggregate Liquidation Amount of
the Common Securities issued pursuant to Section 2.5(a), is equal to or greater
than 3% of the aggregate Liquidation Amount of all Trust Securities issued
pursuant to Section 2.4, Section 2.5(a) and this Section 2.5(b), against receipt
by the Property Trustee of the aggregate purchase price of the Common Securities
issued pursuant to this Section 2.5(b) equal to the aggregate Liquidation Amount
of such Common Securities plus any accumulated distributions thereon from
_____________, 2002 to the date of such delivery and payment. 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 the aggregate Liquidation Amount of all Trust
Securities issued pursuant to the last sentence of Section 2.4 and the first
sentence of this Section 2.5(b), 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 the amounts received by the Property Trustee
pursuant to the last sentence of Section 2.4 and the first sentence of this
Section 2.5(b).

         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
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
Business 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 Business Trust Act and for taking such actions
as are required to be taken by a Delaware trustee under the Delaware Business
Trust Act.

         Section 2.7. Authorization to Enter into Certain Transactions.

         (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust
in accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section 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


                                      -13-
<PAGE>
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 or removal of a Paying
         Agent, authenticating agent and Securities Registrar in accordance with
         this Trust Agreement (which consent shall not be unreasonably
         withheld);

                  (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 required by the Delaware Business Trust
         Act or the Trust Indenture Act, to execute on behalf of the Issuer
         Trust (either acting alone or together with any or all of the
         Administrative Trustees) any documents that the Administrative Trustees
         have the power to execute pursuant to this Trust Agreement;


                                      -14-
<PAGE>
                  (J) the establishment of a record date for any of the purposes
         contemplated by Section 6.7 hereof;

                  (K) duly prepare and file all applicable tax return and tax
         information reports that are required to be filed with respect to the
         Issuer Trust on behalf of the Issuer Trust; and

                  (L) 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;

                  (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


                                      -15-
<PAGE>
         (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;

                  (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;


                                      -16-
<PAGE>
                  (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.


                                      -17-
<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 , 2002,
                  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      ,     , and      of each year,
                  commencing on       ,   2002. 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").

                                      -18-
<PAGE>
                           (ii) Distributions shall accumulate in respect of the
                  Preferred Securities at a rate of   % per annum of the
                  Liquidation Amount of the Trust Securities. The amount of
                  Distributions payable for any period less than a full
                  Distribution period shall be computed on the basis of a
                  360-day year of twelve 30-day months and the actual number of
                  days elapsed in a partial month in a period. Distributions
                  payable for each full Distribution period will be computed by
                  dividing the rate per annum by 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;

                                      -19-
<PAGE>
                  (iv) if less than all the Outstanding Trust Securities are to
         be redeemed, the identification and the aggregate Liquidation Amount of
         the particular Trust Securities to be redeemed;

                  (v) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accumulate on and after said
         date, except as provided in Section 4.2(d) below; and

                  (vi) the place or places where the Trust Securities are to be
         surrendered for the payment of the Redemption Price.

         The 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

                                      -20-
<PAGE>
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and such Securities
will cease to be Outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer Trust or by the
Depositor pursuant to the Guarantee Agreement, Distributions on such Trust
Securities will continue to accumulate, as set forth in Section 4.1, from the
Redemption Date originally established by the Issuer Trust for such Trust
Securities to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

         (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the 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

                                      -21-
<PAGE>
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 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

                                      -22-
<PAGE>
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.

         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 minimum
denominations of $10 Liquidation Amount and integral multiples of $10 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $10

                                      -23-
<PAGE>
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, and at the Option Closing Date, if any, 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
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

                                      -24-
<PAGE>
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
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.

                                      -25-
<PAGE>
         (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.

         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.

                                      -26-
<PAGE>
         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 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

                                      -27-
<PAGE>
         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 protected 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 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.

                                      -28-
<PAGE>
         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 The Bank of New York, 5
Penn Plaza, 13th Floor, New York, New York 10001-1810, Attention: Marie E.
Trimboli, as its 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 Property Trustee. 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
Sterling Bancorp 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 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 Property Trustee 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

                                      -29-
<PAGE>
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, and at the Option Closing Date, if any, 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 Person, 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 (AS DEFINED BELOW) 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

                                      -30-
<PAGE>
Trust. Subject to the provisions of Section 4.8, the Holders of the 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 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

                                      -31-
<PAGE>
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.

         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.

                                      -32-
<PAGE>
                                  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
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

                                      -33-
<PAGE>
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.

         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 $10 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

                                      -34-
<PAGE>
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 and without prior notice 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 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

                                      -35-
<PAGE>
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 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.

                                      -36-
<PAGE>
                                  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 New York banking corporation, 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 banking 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
have been duly authorized by all necessary corporate or other action on the part
of the Property Trustee and the Delaware Trustee and do 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, the State
of New York or the State of Delaware, as the case may be, governing the banking,
trust or general powers of the

                                      -37-
<PAGE>
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, and at
the Option Closing Date, if any, 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.

                                 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

                                      -38-
<PAGE>
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 grossly 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 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 wilful
misconduct, except that:

                                      -39-
<PAGE>
                  (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 to the
         Payment Account maintained by the Property Trustee pursuant to Section
         3.1 and except to the extent otherwise required by law;

                                      -40-
<PAGE>
                  (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:

                                      -41-
<PAGE>
         (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein, or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the 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

                                      -42-
<PAGE>
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;

         (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

                                      -43-
<PAGE>
for their correctness. The Issuer Trustees shall not be accountable for the use
or application by the Depositor of the proceeds of the Debentures.

         Section 8.5. May Hold Securities.

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

         Section 8.6. Compensation; Indemnity; Fees.

         The Depositor agrees:

         (a) to pay to 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 (or in the case of the Administrative Trustees, gross
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.

                                      -44-
<PAGE>
         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 (subject to Section 8.8) 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 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.

                                      -45-
<PAGE>
         (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 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:

                                      -46-
<PAGE>
         (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 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.

                                      -47-
<PAGE>
         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Depositor. 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 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

                                      -48-
<PAGE>
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 (if requested by the Depositor) and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Issuer Trust, and (b) shall
add to or change any of the provisions of this Trust Agreement as shall be
necessary to provide for or facilitate the administration of the Issuer Trust by
more than one Relevant Trustee, it being understood that nothing herein or in
such amendment shall constitute such Relevant Trustees co-trustees and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Issuer Trust or any
successor Relevant Trustee such retiring Relevant Trustee shall duly assign,
transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds

                                      -49-
<PAGE>
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:

         (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

                                      -50-
<PAGE>

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, 1999, 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.

                                      -51-
<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

                                      -52-
<PAGE>
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 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 W. Tietjen, an
individual, and John C. Millman, 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).

                                      -53-
<PAGE>
                                  ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

         Section 9.1. Dissolution Upon Expiration Date.

         Unless earlier dissolved pursuant to Section 9.2, the Issuer Trust
shall automatically dissolve, and its affairs be wound up, on _____________,
2032 (the "Expiration Date").

         Section 9.2. Early Termination.

         The first to occur of any of the following events is an "Early
Termination Event", upon the occurrence of which the Trust shall dissolve:

         (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor;

         (b) the written direction to the Property Trustee from the Holder of
all the Common Securities at any time to dissolve the Issuer Trust and, after
satisfaction of liabilities to creditors of the Issuer Trust, 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

                                      -54-
<PAGE>
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 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

                                      -55-
<PAGE>
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 wound-up by the Property Trustee in such manner as the
Property Trustee determines. In such event, 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 winding up, 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 Person, 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 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

                                      -56-
<PAGE>
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.

         Section 9.6. Exchange of Preferred Securities for Debentures by
Depositor Affiliated Holder.

         (a) If at any time the Depositor or any of its Affiliates (in either
case, a "Depositor Affiliated Holder") is the Holder of any Preferred
Securities, such Depositor Affiliated Holder shall have the right to deliver to
the Property Trustee all or such portion of its Preferred Securities as it
elects and receive, in exchange therefor, a Like Amount of Debentures. Such
election (i) shall be exercisable effective on any Distribution Date by such
Depositor Affiliated Holder delivering to the Property Trustee a written notice
of such election specifying the aggregate Liquidation Amount of Preferred
Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution Date
shall be not less than ten Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliated Holder having delivered or caused to be delivered to the
Property Trustee or its designee the Preferred Securities which are the subject
of such election by 10:00 A.M. New York time, on the Distribution Date on which
such exchange is to occur. After the exchange, such Preferred Securities will be
canceled and will no longer be deemed to be Outstanding and all rights of the
Depositor or its Affiliate(s) with respect to such Preferred Securities will
cease.

         (b) In the case of an exchange described in Section 9.6(a), the Issuer
Trust will, on the date of such exchange, exchange Debentures for a Like Amount
of Common Securities, based on the ratio of the aggregate Liquidation Amount of
the Preferred Securities exchanged pursuant to Section 9.6(a) divided by the
aggregate Liquidation

                                      -57-
<PAGE>
Amount of the Preferred Securities outstanding immediately prior to such
exchange, for such Like Amount of Common Securities held by the Depositor (which
contemporaneously shall be canceled and no longer be deemed to be outstanding);
provided, that the Depositor delivers or caused to be delivered to the Property
Trustee or its designee the required amount of Common Securities to be exchanged
by 10:00 A.M. New York time, on the Distribution Date on which such exchange is
to occur.

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

         Section 10.1. Limitation of Rights of Holders.

         Except as set forth in Section 9.2, the death, bankruptcy, dissolution,
termination, or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor dissolve, terminate or annul the Trust, nor entitle the legal
representatives, successors or heirs of such Person or any Holder for such
Person, to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         Section 10.2. Amendment.

         (a) This Trust Agreement may be amended from time to time by the
Depositor, the Administrative Trustees and Holder of all the Common Securities,
without the consent of any Holder of the Preferred Securities and without the
consent of the Delaware Trustee and the Property Trustee, except as set forth in
clauses (e) and (g) of this Section 10.2, (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 Depositor, the Administrative Trustees and
the Holder of all the Common Securities and without the consent of the Delaware
Trustee and the Property Trustee, except as set forth in clauses (e) and (g) of
this Section 10.2, and with (i) the consent of Holders of at least a Majority in
Liquidation Amount of the

                                      -58-
<PAGE>
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, 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, 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 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) No amendment to this Trust Agreement that affects the Property
Trustee's or the Delaware Trustee's own rights, duties or immunities under this
Trust Agreement shall be effective without the consent of the Property Trustee
or the Delaware trustee, as the case may be. 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.

                                      -59-
<PAGE>
         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.

         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 Sterling Bancorp, 650 Fifth Avenue, New
York, New York 10019-6108, Attention: Treasurer and Chief Financial Officer,
Facsimile no.: (212) 757-8287, 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

                                      -60-
<PAGE>
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 The Bank of New York, Corporate Trust Division, 5 Penn
Plaza, 13th Floor, New York, New York 10001-1810, Attention: Marie E. Trimboli;
(b) with respect to the Delaware Trustee, to The Bank of New York (Delaware),
White Clay Center, Route 273, Newark, Delaware 19711, Attention: Kristine Gullo;
(c) with respect to the Administrative Trustees, to them at the address above
for notices to the Depositor, marked "Attention: Administrative Trustees of
Sterling Bancorp Trust I"; 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 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.

                                      -61-
<PAGE>
         (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.

                                      -62-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                                STERLING BANCORP,
                                                     as Depositor

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

                                                THE BANK OF NEW YORK,
                                                      as Property Trustee

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

                                                THE BANK OF NEW YORK
                                                (DELAWARE), as Delaware Trustee

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


                                                   ---------------------------
                                                    as Administrative Trustee

                                                   ---------------------------
                                                    as Administrative Trustee


                                      -63-
<PAGE>
                                                                       Exhibit A



                              CERTIFICATE OF TRUST

                                       OF

                            STERLING BANCORP TRUST I

         This Certificate of Trust of Sterling Bancorp Trust I (the "Trust"),
dated         , 2002, 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. Section 3801 et seq.)

         1. Name. The name of the business trust being formed hereby is [Name of
Trust].

         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 The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

         3. Effective Date. This Certificate of Trust shall be effective upon
its filing with the Secretary of State of the State of Delaware.

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

                                              THE BANK OF NEW YORK
                                                   (DELAWARE)


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


                                              ----------------------------------
                                                    as Regular Trustee


                                              ----------------------------------
                                                    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 (AS DEFINED BELOW) 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 A Common Securities

                                       of

                            Sterling Bancorp Trust I

                        -- % Common Securities, Series A
                  (Liquidation Amount $10 per Common Security)

         Sterling Bancorp Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
Sterling Bancorp (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 Sterling Bancorp
Trust I Common Securities, Series A (Liquidation Amount $10 per Common Security)
(the "Series A Common Securities"). Except in accordance with Section 5.11 of
the Trust Agreement (as defined below) the Series A Common Securities are not
transferable and, to the fullest extent permitted by law, 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 A Common Securities are set forth in, and this certificate and the
Series A 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         , 2002, as the same may
be amended from time to time (the "Trust Agreement"), among Sterling Bancorp, as
Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, the Administrative Trustees named therein and
the several Holders, including the designation of the terms of the Series A
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.


                                      B-1
<PAGE>
         This Common Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

         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 , 2002.


                                              Sterling Bancorp Trust I

                                              By:
                                                   -----------------------------
                                                   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         , 2002,
between Sterling Bancorp, a New York corporation, as Depositor (the
"Depositor"), and Sterling Bancorp Trust I, a Delaware business trust (the
"Issuer Trust").

         WHEREAS, the Issuer Trust intends to issue its    % Common Securities,
Series A (the "Series A Common Securities") to and acquire Debentures from the
Depositor, and to issue and sell    % Trust Preferred Securities, Series A (the
"Series A Trust Preferred Securities") with such powers, preferences and special
rights and restrictions as are set forth in the Amended and Restated Trust
Agreement, dated as of         , 2002, among Sterling Bancorp, as Depositor, The
Bank of New York, as Property Trustee, The Bank of New York (Delaware), 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 A 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 Debt (as defined in the Indenture) of
the Depositor to the extent and in the


                                      C-1
<PAGE>
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 Debt (as defined in the Indenture) of the
Depositor.

         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 A Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Series A Trust Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by the Depositor and The Bank of New
York, 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.




                                      C-2
<PAGE>
         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.

                                   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 A 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 A 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 A Trust Preferred Securities without the consent of such
Beneficiary or the holders of the Series A 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):

                  Sterling Bancorp Trust I
                  c/o The Bank of New York
                  Corporate Trust Division
                  5 Penn Plaza, 13th Floor
                  New York, New York  10001-1810
                  Facsimile No.:  (212) 896-7294, -7297, -7298 or -2799
                  Attention:  Marie E. Trimboli


                                      C-3
<PAGE>
                  With a copy to:

                           Sterling Bancorp
                           650 Fifth Avenue
                           New York, New York  10019-6108
                           Facsimile No.:  (212) 757-3300
                           Attention:  Treasurer and Chief Financial Officer

         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-4
<PAGE>
This Agreement is executed as of the day and year first above written.


                                               STERLING BANCORP


                                               By:
                                                   -----------------------------

                                                   Name:
                                                   Title:



                                               STERLING BANCORP TRUST I


                                               By:
                                                   ----------------------------

                                                   Name:
                                                          Administrative Trustee
<PAGE>
                                                                       Exhibit D


                   [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 Sterling Bancorp Trust I 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.]




                                      D-1
<PAGE>
CERTIFICATE NUMBER                                NUMBER OF PREFERRED SECURITIES

      CAI-

                                    CUSIP NO.

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                            STERLING BANCORP TRUST I

                   ___ % TRUST PREFERRED SECURITIES, SERIES A
              (LIQUIDATION AMOUNT $10 PER TRUST PREFERRED SECURITY)


         Sterling Bancorp Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
(the "Holder") is the registered owner of      ( ) Preferred Securities of the
Issuer Trust representing an undivided preferred beneficial interest in the
assets of the Issuer Trust and designated the Sterling Bancorp Trust I     %
Trust Preferred Securities, Series A (Liquidation Amount $10 per Preferred
Security) (the "Series A Trust Preferred Securities"). The Series A 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         , 2002, as the same may be amended from time
to time (the "Trust Agreement"), among Sterling Bancorp, as Depositor, The Bank
of New York, as Property Trustee, The Bank of New York (Delaware), 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 Sterling Bancorp, a New York corporation, and The Bank of New
York, as Guarantee Trustee, dated as of         , 2002, as the same may be
amended from time to time (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.


                                      D-2
<PAGE>
         This Preferred Securities Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.

         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.



                                      D-3
<PAGE>
         IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer
Trust has executed this certificate this ____ day of         , 2002.


                                              STERLING BANCORP TRUST I


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





                                      D-4
<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 Securities Certificate on the books of the
Issuer Trust. The agent may substitute another to act for him or her.

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

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

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



                                      D-5