<PAGE>

                                                                     EXHIBIT 4.2






                              DECLARATION OF TRUST
                                       OF
                      STERLING BANCSHARES CAPITAL TRUST II


                               FEBRUARY 13, 2001
<PAGE>

                               TABLE OF CONTENTS

ARTICLE I DEFINITIONS.....................................................  1
 SECTION 1.1   Definitions................................................  1

ARTICLE II ORGANIZATION...................................................  4
 SECTION 2.1   Name.......................................................  4
 SECTION 2.2   Office.....................................................  4
 SECTION 2.3   Purpose....................................................  4
 SECTION 2.4   Authority..................................................  4
 SECTION 2.5   Title to Property of the Trust.............................  4
 SECTION 2.6   Powers of the Trustees.....................................  4
 SECTION 2.7   Filing of Certificate of Trust.............................  6
 SECTION 2.8   Duration of Trust..........................................  6
 SECTION 2.9   Responsibilities of the Sponsor............................  6
 SECTION 2.10  Declaration Binding on Holders of Securities...............  6

ARTICLE III TRUSTEES......................................................  7
 SECTION 3.1   Trustees...................................................  7
 SECTION 3.2   Delaware Trustee...........................................  7
 SECTION 3.3   Execution of Documents.....................................  8
 SECTION 3.4   Not Responsible for Recitals or
                Sufficiency of Declaration................................  8

ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
TRUSTEES OR OTHERS........................................................  8
 SECTION 4.1   Exculpation................................................  8
 SECTION 4.2   Fiduciary Duty.............................................  9
 SECTION 4.3   Indemnification............................................  9
 SECTION 4.4   Outside Businesses......................................... 12

ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS.......................... 12
 SECTION 5.1   Amendments................................................. 12
 SECTION 5.2   Termination of Trust....................................... 12
 SECTION 5.3   Governing Law.............................................. 13
 SECTION 5.4   Headings................................................... 13
 SECTION 5.5   Successors and Assigns..................................... 13
 SECTION 5.6   Partial Enforceability..................................... 14
 SECTION 5.7   Counterparts............................................... 14

                                      -i-
<PAGE>

                              DECLARATION OF TRUST
                                       OF
                      STERLING BANCSHARES CAPITAL TRUST II


                               FEBRUARY 13, 2001

          DECLARATION OF TRUST ("Declaration") dated and effective as of
February 13, 2001 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration.

                                   RECITALS:

          WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust (ii) holding certain Debentures
of the Debenture Issuer (each as defined herein) and (iii) engaging in only
those other activities necessary, advisable or incidental thereto; and

          NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                                  DEFINITIONS

SECTION 1.1  Definitions.

          Unless the context otherwise requires:

          (a) Capitalized terms used in this Declaration but not defined in the
     preamble above have the respective meanings assigned to them in this
     Section 1.1;

          (b) a term defined anywhere in this Declaration has the same meaning
     throughout;

          (c) all references to "the Declaration" or "this Declaration" are to
     this Declaration of Trust as modified, supplemented or amended from time to
     time;

          (d) all references in this Declaration to Articles and Sections are to
     Articles and Sections of this Declaration unless otherwise specified;

          (e) a reference to the singular includes the plural and vice versa;

          (f) a reference to any Person shall include its successors and
     assigns;
<PAGE>

          (g) a reference to any agreement or instrument shall mean such
     agreement or instrument as supplemented, modified, amended and restated and
     in effect from time to time; and

          (h) a reference to any statute, law, rule or regulation, shall include
     any amendments thereto and any successor, statute, law, rule or regulation.

          "Administrative Trustees" means any Trustee other than the Delaware
Trustee and Property Trustee.

          "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

          "Business Day" means any day other than a day on which banking
institutions in New York, New York or in Houston, Texas are authorized or
required by any applicable law or executive order to close.

          "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Sections 3801 et seq., as it may be amended from time to time,
or any successor legislation.

          "Commission" means the Securities and Exchange Commission.

          "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

          "Company Indemnified Person" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
Affiliates.

          "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates, and (b) any holder of Securities.

          "Debenture Issuer" means Sterling Bancshares, in its capacity as the
issuer of the Debentures under the Indenture.

          "Debentures" means the series of Junior Subordinated Deferrable
Interest Debentures to be issued by the Debenture Issuer pursuant to the
Indenture and acquired by the Trust.

          "Debenture Trustee" means the original trustee under the Indenture
until a successor is appointed thereunder, and thereafter means any such
successor trustee.

          "Delaware Trustee" has the meaning set forth in Section 3.1.

                                       2
<PAGE>

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

          "Indenture" means the indenture to be entered into between Sterling
Bancshares and the Debenture Trustee and any indenture supplemental thereto
pursuant to which the Debentures are to be issued.

          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock 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 a security representing an undivided
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

          "Property Trustee" has the meaning set forth in Section 3.1.

          "Securities" means collectively the Common Securities and the
Preferred Securities.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

          "Sponsor" means Sterling Bancshares in its capacity as sponsor of the
Trust.

          "Sterling Bancshares" means Sterling Bancshares, Inc., a Texas
corporation or any successor entity in a merger.

          "Trust" means Sterling Bancshares Capital Trust II, a trust formed
under the laws of the State of Delaware.

          "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and reference herein to a Trustee or the Trustees shall refer
to such Person or Persons solely in their capacity as trustees hereunder.

                                       3
<PAGE>

                                  ARTICLE II
                                 ORGANIZATION

     SECTION 2.1  Name

     The Trust created by this Declaration is named "Sterling Bancshares Capital
Trust II".  The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

     SECTION 2.2  Office

     The address of the principal office of the Trust is Sterling Bancshares
Capital Trust II, c/o Sterling Bancshares, Inc., 15000 Northwest Freeway, Suite
200, Houston, Texas  77040, Attention:  Downey Bridgwater, Administrative
Trustee.  On ten (10) Business Days' advance written notice to the holders of
Securities, the Administrative Trustees may designate another principal office.

     SECTION 2.3  Purpose

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) purchase and hold certain Debentures of the Debenture Issuer and
(c) engage in only those other activities necessary, advisable or incidental
thereto.  The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States Federal income tax purposes as a grantor trust.

     SECTION 2.4  Authority

     Subject to the limitations provided in this Declaration, the Administrative
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust.  An action taken by the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust.  In
dealing with the Administrative Trustees acting on behalf of the Trust, no
person shall be required to inquire into the authority of the Administrative
Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of the Administrative Trustees as set
forth in this Declaration.

     SECTION 2.5  Title to Property of the Trust

     Legal title to all assets of the Trust shall be vested in the Trust.

     SECTION 2.6  Powers of the Trustees

     The Administrative Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

        (a) to issue and sell the Preferred Securities and the Common Securities
     in accordance with this Declaration; provided, however, that the Trust may
     issue no more than one series of Preferred Securities and no more than one
     series of Common

                                       4
<PAGE>

     Securities, and, provided further, that there shall be no beneficial
     interests in the Trust other than the Securities;

        (b) in connection with the issue and sale of the Preferred Securities,
     at the direction of the Sponsor, to:

                (i) prepare a prospectus (the "Prospectus") in preliminary and
     final form prepared by the Sponsor, in relation to the offering and sale of
     Preferred Securities and to execute and file with the Commission a
     registration statement, including all exhibits required therein and any
     amendments thereto (the "Registration Statement"), for the offering and
     sale of Preferred Securities;

                (ii) execute and file any documents prepared by the Sponsor, or
     take any acts as determined by the Sponsor to be necessary in order to
     qualify or register the offering and sale of all or part of the Preferred
     Securities in any State in which the Sponsor has determined to qualify or
     register such Preferred Securities for sale;

                (iii) execute and file an application, prepared by the Sponsor,
     to permit the Preferred Securities to trade or be quoted in or on the
     Nasdaq National Market, or take any acts as determined by the Sponsor to be
     necessary in order to permit the Preferred Securities to be quoted on the
     Nasdaq National Market;

                (iv) execute and deliver letters, documents, or instruments with
     The Depository Trust Company relating to the Preferred Securities;

                (v) execute and file with the Commission a registration
     statement on Form 8-A, including any and all amendments thereto, prepared
     by the Sponsor, relating to the registration of the Preferred Securities
     under Section 12(b) and (g) of the Exchange Act; and

                (vi) execute and enter into subscription agreements,
     underwriting agreements and other related agreements providing for the sale
     of the Common Securities and the Preferred Securities;

        (c) to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors,
     and consultants and provide for reasonable compensation for such services;

        (d) to incur expenses that are necessary or incidental to carry out any
     of the purposes of this Declaration, which expenses shall be paid for by
     the Sponsor in all respects; and

        (e) to execute all documents or instruments, perform all duties and
     powers, and do all things for and on behalf of the Trust in all matters
     necessary or incidental to the foregoing.

                                       5
<PAGE>

     SECTION 2.7  Filing of Certificate of Trust

     On or after the date of execution of this Declaration, the Trustees shall
cause the filing of the Certificate of Trust for the Trust in the form attached
hereto as Exhibit A with the Secretary of State of the State of Delaware.

     SECTION 2.8  Duration of Trust

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall continue to exist until 5:00 p.m. Houston, Texas time on the thirtieth
(30th) anniversary of the date of this Agreement.

     SECTION 2.9  Responsibilities of the Sponsor

     In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

        (a) to prepare the Prospectus and Registration Statement for filing by
     the Trust with the Commission, including any amendments thereto;

        (b) to prepare for filing by the Trust an application to permit the
     Preferred Securities to trade or be quoted in or on the Nasdaq National
     Market and to do any and all such acts, other than actions which must be
     taken by the Trust, and advise the Trust of actions it must take, and
     prepare for execution and filing any documents to be executed and filed by
     the Trust, as the Sponsor deems necessary or advisable in order to obtain
     such quotation on the Nasdaq National Market;

        (c) to determine the States in which to take appropriate action to
     qualify or register for offer and sale all or part of the Preferred
     Securities and to do any and all such acts, other than actions which must
     be taken by the Trust, and advise the Trust of actions it must take, and
     prepare for execution and filing any documents to be executed and filed by
     the Trust, as the Sponsor deems necessary or advisable in order to comply
     with the applicable laws of any such States;

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

        (e) to negotiate the terms of subscription agreements, underwriting
     agreements and other related agreements providing for the sale of the
     Common Securities and Preferred Securities.

     SECTION 2.10  Declaration Binding on Holders of Securities

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of,  and shall be
bound by, this Declaration.

                                       6
<PAGE>

                                  ARTICLE III
                                   TRUSTEES

     SECTION 3.1  Trustees

     The number of Trustees initially shall be five (5), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor.  The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however that the number
of Trustees shall in no event be less than two (2); provided further that (1)
one Trustee, in the case of a natural person, shall be a person who is a
resident of the State of Delaware or which, if not a natural person, is an
entity which has its principal place of business in the State of Delaware (the
"Delaware Trustee") and (2) there shall be at least one Administrative Trustee
who is an officer of the Sponsor.

     Except as expressly set forth in this Declaration, (i) if there are more
than two Administrative Trustees, any power of such Administrative Trustees may
be exercised by, or with the consent of, a majority of such Administrative
Trustees, (ii) if there are two Administrative Trustees, any power of such
Administrative Trustees shall be exercised by both Administrative Trustees and
(iii) if there is only one Administrative Trustee, all powers of the
Administrative Trustees shall be exercised by such Administrative Trustee.

          The initial Administrative Trustee(s) shall be:


          George Martinez
          Downey Bridgwater
          Michael A. Roy


          The initial Delaware Trustee shall be:


          Bankers Trust (Delaware)

     Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of the Trust Indenture Act of 1939, as amended, by the execution of
an amendment to this Declaration executed by the Administrative Trustees, the
Sponsor, the Property Trustee and the Delaware Trustee.

     SECTION 3.2  Delaware Trustee.

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees described in this Declaration.  The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section  3807 of the Business Trust Act.  Notwithstanding
anything herein to the contrary, the Delaware Trustee shall not be liable for
the acts or omissions to act of the Trust or of the Administrative Trustees
except such acts as the Delaware Trustee is expressly obligated or

                                       7
<PAGE>

authorized to undertake under the Business Trust Act and except for the
negligence or willful misconduct of the Delaware Trustee.

     SECTION 3.3  Execution of Documents.

        (a) Unless otherwise determined by the Administrative Trustees, and
     except as otherwise required by the Business Trust Act, any Administrative
     Trustee is authorized to execute on behalf of the Trust any documents which
     the Administrative Trustees have the power and authority to cause the Trust
     to execute pursuant to Section 2.6; and

        (b) an Administrative Trustee may, by power of attorney consistent with
     applicable law, delegate to any other natural person over the age of 21 his
     or her power for the purposes of signing any documents which the
     Administrative Trustees have power and authority to cause the Trust to
     execute pursuant to Section 2.6.

     SECTION 3.4  Not Responsible for Recitals or Sufficiency of Declaration.

     The recitals contained in this Declaration shall be taken as the statements
of the Sponsor, and the Trustees do not assume any responsibility for their
correctness.  The Trustees make no representations as to the value or condition
of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.

                                  ARTICLE IV
                     LIMITATION OF LIABILITY OF HOLDERS OF
                        SECURITIES, TRUSTEES OR OTHERS

     SECTION 4.1  Exculpation.

        (a) No Indemnified Person shall be liable, responsible or accountable in
     damages or otherwise to the Trust or any Covered Person for any loss, cost,
     damage or claim, liability or expenses incurred by reason of any act or
     omission performed or omitted by such Indemnified Person in good faith on
     behalf of the Trust and in a manner such Indemnified Person reasonably
     believed to be within the scope of the authority conferred on such
     Indemnified Person by this Declaration or by law, except that an
     Indemnified Person shall be liable for any such loss, cost, damage, claim,
     liability or expense incurred by reason of such Indemnified Person's
     negligence or willful misconduct with respect to such acts or omissions.

        (b) An Indemnified Person shall be fully protected in relying in good
     faith upon the records of the Trust and upon such information, opinions,
     reports or statements presented to the Trust by any Person as to matters
     the Indemnified Person reasonably believes are within such other Person's
     professional or expert competence and who has been selected with reasonable
     care by or on behalf of the Trust, including information, opinions, reports
     or statements as to the value and amount of the assets, liabilities,
     profits, losses, or any other facts pertinent to the existence and amount
     of assets from which distributions to holders of Securities might properly
     be paid.

                                       8
<PAGE>

     SECTION 4.2  Fiduciary Duty.

        (a) To the extent that, at law or in equity, an Indemnified Person has
     duties (including fiduciary duties) and liabilities relating thereto to the
     Trust or to any other Covered Person, such Indemnified Person acting under
     this Declaration shall not be liable to the Trust or to any other Covered
     Person for its good faith reliance on the provisions of this Declaration.
     The provisions of this Declaration, to the extent that they restrict the
     duties and liabilities of an Indemnified Person otherwise existing at law
     or in equity, are agreed by the parties hereto to replace such other duties
     and liabilities of such Indemnified Person.

        (b) Unless otherwise expressly provided herein:

                (i) whenever a conflict of interest exists or arises between
     Covered Persons; or

                (ii) whenever this Declaration or any other agreement
     contemplated herein or therein provides that an Indemnified Person shall
     act in a manner that is, or provides terms that are, fair and reasonable to
     the Trust or any holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

        (c) Whenever in this Declaration an Indemnified Person is permitted or
     required to make a decision:

                (i) in its "discretion" or under a grant of similar authority,
     the Indemnified Person shall be entitled to consider such interests and
     factors as it desires, including its own interests, and shall have no duty
     or obligation to give any consideration to any interest of or factors
     affecting the Trust or any other Person; or

                (ii) in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Declaration or
     by applicable law.

     SECTION 4.3  Indemnification.

        (a) (i) The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against

                                       9
<PAGE>

expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Company Indemnified Person
in connection with such action, suit or proceeding if such Indemnified Person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

        (ii) The Sponsor shall indemnify, to the full extent permitted by law,
any Company Indemnified Person who was or is a party to, or is threatened to be
made a party to, any threatened, pending or completed action or suit by or in
the right of the Trust to procure a judgment in its favor by reason of the fact
that he is or was a Company Indemnified Person, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if such Company Indemnified Person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Trust, except that no such indemnification
shall be made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust, unless
and only to the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem proper.

        (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 4.3(a), or in defense of any claim, issue or matter therein,
such Indemnified Person shall be indemnified, to the full extent permitted by
law, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

        (iv) Any indemnification under paragraphs (i) and (ii) of this Section
4.3(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized by the Sponsor in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (1) by the Administrative
Trustees by a majority vote of a quorum consisting of such Administrative
Trustees who were not parties to such action, suit or proceeding, (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion, or (3) by the Common Security Holder of the Trust.

                                      10
<PAGE>

        (v) Expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 4.3(a) shall be paid by the Sponsor in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Sponsor as authorized in this Section 4.3(a). Notwithstanding the foregoing, no
advance shall be made by the Sponsor if a determination is reasonably and
promptly made (i) by the Administrative Trustees by a majority vote of a quorum
of disinterested Administrative Trustees, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion or (iii)
by the Common Security Holder of the Trust, that, based upon the facts known to
the Administrative Trustees, counsel or the Common Security Holder at the time
such determination is made, such Company Indemnified Person acted in bad faith
or in a manner that such person did not believe to be in or not opposed to the
best interests of the Trust, or, with respect to any criminal proceeding, that
such Company Indemnified Person believed or had reasonable cause to believe his
conduct was unlawful. In no event shall any advance be made in instances where
the Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or the Common Security or Preferred Security Holders.

        (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 4.3(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Preferred Security
Holders of the Trust or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. All rights to
indemnification under this Section 4.3(a) shall be deemed to be provided by a
contract between the Sponsor and each Company Indemnified Person who serves in
such capacity at any time while this Section 4.3(a) is in effect. Any repeal or
modification of this Section 4.3(a) shall not affect any rights or obligations
then existing.

        (vii) The Sponsor or the Trust may purchase and maintain liability
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Sponsor would
have the power to indemnify him against such liability under the provisions of
this Section 4.3(a).

        (viii) For purposes of this Section 4.3(a), references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
4.3(a) with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

                                      11
<PAGE>

                (ix) The indemnification and advancement of expenses provided
     by, or granted pursuant to, this Section 4.3(a) shall, unless otherwise
     provided when authorized or ratified, continue as to a person who has
     ceased to be a Company Indemnified Person and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

        (b) The Sponsor agrees to indemnify (i) the Delaware Trustee, (ii) any
     Affiliate of the Delaware Trustee, and (iii) any officers, directors,
     shareholders, members, partners, employees, representatives, nominees,
     custodians or agents of the Delaware Trustee (each of the Persons in (i)
     through (iii) being referred to as a "Fiduciary Indemnified Person") for,
     and to hold each Fiduciary Indemnified Person harmless against, any loss,
     liability, cost, charge or expense incurred without negligence or bad faith
     on its part, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, including the costs and
     expenses (including reasonable legal fees and expenses) of defending itself
     against, or investigating, any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder. The
     obligation to indemnify as set forth in this Section 4.3(b) shall survive
     the termination of this Declaration or the resignation or removal of the
     Delaware Trustee.

     SECTION 4.4  Outside Businesses.

     Any Covered Person, the Sponsor and the Delaware Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the holders of Securities shall have no rights by
virtue of this Declaration 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 Trust, shall not be deemed wrongful or
improper.  None of the Covered Persons, the Sponsor and the Delaware Trustee
shall be obligated to present any particular investment or other opportunity to
the Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity.  Any Covered Person and the Delaware Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary, trustee or
agent for, or may act on any committee or body of holders of, securities or
other obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                    AMENDMENTS, TERMINATION, MISCELLANEOUS

     SECTION 5.1  Amendments.

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor.

     SECTION 5.2  Termination of Trust.

        (a)  The Trust shall terminate and be of no further force or effect:

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                (i)  upon the bankruptcy of the Sponsor;

                (ii) upon the filing of a certificate of dissolution or its
     equivalent with respect to the Sponsor or the revocation of the Sponsor's
     charter or of the Trust's certificate of trust;

                (iii) upon the entry of a decree of judicial dissolution of the
     Sponsor or the Trust;

                (iv) before the issuance of any Securities, with the consent of
     all of the Administrative Trustees and the Sponsor; and

                (v) upon the end of the term of the Trust as specified in
     Section 2.8.

        (b) As soon as is practicable after the occurrence of an event referred
     to in Section 5.2(a), the Trustees shall file a certificate of cancellation
     with the Secretary of State of the State of Delaware.

     SECTION 5.3  Governing Law.

     THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICT OF LAWS.  THE SPONSOR AND EACH OF THE ADMINISTRATIVE
TRUSTEES, HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
AND DELAWARE STATE COURTS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY
WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT.  THE SPONSOR AND EACH ADMINISTRATIVE TRUSTEE
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

     SECTION 5.4  Headings.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

     SECTION 5.5  Successors and Assigns.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and

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agreements in this Declaration by the Sponsor and the Trustees shall bind and
inure to the benefit of their respective successors and assigns, whether or not
so expressed.

     SECTION 5.6  Partial Enforceability.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

     SECTION 5.7  Counterparts.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.



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          IN WITNESS WHEREOF, the undersigned have caused this Declaration to be
executed as of the day and year first above written.



                                /s/ George Martinez
                              ------------------------------------
                              Name: George Martinez
                              As Administrative Trustee



                                /s/ Downey Bridgwater
                              ------------------------------------
                              Name: Downey Bridgwater
                              As Administrative Trustee



                                /s/ Michael A. Roy
                              ------------------------------------
                              Name: Michael A. Roy
                              As Administrative Trustee



                              BANKERS TRUST (DELAWARE),
                              as Delaware Trustee


                                /s/ Elizabeth B. Ferry
                              ------------------------------------
                              Name: Elizabeth B. Ferry
                              Title: Authorized Signatory



                              STERLING BANCSHARES, INC.
                              as Sponsor


                                /s/ George Martinez
                              ------------------------------------
                              Name:  George Martinez
                              Title: Chief Executive Officer