<PAGE>

                                                                     Exhibit 4.3


                   NEW YORK COMMUNITY BANCORP, INC., as Issuer

                                       and

                      WILMINGTON TRUST COMPANY, as Trustee

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of November 4, 2002


       6.000% Junior Subordinated Deferrable Interest Debentures due 2051

<PAGE>

<TABLE>
<S>                                                                                                       <C>
ARTICLE I    DEFINITIONS ...............................................................................    1

     Section 1.1    Definition of Terms ................................................................    1

ARTICLE II   TERMS AND CONDITIONS OF THE DEBENTURES ....................................................    6

     Section 2.1    Designation and Principal Amount ...................................................    6

     Section 2.2    Maturity ...........................................................................    6

     Section 2.3    Global Debentures ..................................................................    6

     Section 2.4    Interest ...........................................................................    6

     Section 2.5    Optional Deferral of Interest ......................................................    7

     Section 2.6    Redemption .........................................................................    8

     Section 2.7    Limited Right to Require Exchange of Preferred Securities and
                    Repurchase of Debentures ...........................................................    9

     Section 2.8    Change of Control Right to Require Exchange of Preferred Securities and
                    Repurchase of Debentures ...........................................................    9

     Section 2.9    Distribution of Debentures in Exchange for Trust Securities Upon the
                    Occurrence of a Special Event ......................................................   10

     Section 2.10   Events of Default ..................................................................   11

     Section 2.11   Amendment; Supplement; Waiver ......................................................   12

     Section 2.12   Defeasance .........................................................................   15

     Section 2.13   Paying Agent; Security Registrar ...................................................   17

ARTICLE III  FORM OF DEBENTURE .........................................................................   17

     Section 3.1    Form of Debenture ..................................................................   17

ARTICLE IV   EXPENSES ..................................................................................   17

     Section 4.1    Payment of Expenses ................................................................   17

ARTICLE V    COVENANTS .................................................................................   18

     Section 5.1    Covenants in the Event of an Event of Default or of a Deferral of Interest .........   18

     Section 5.2    Additional Covenants Relating to the Trust .........................................   19

     Section 5.3    Covenant in Event of Distribution of Debentures ....................................   19

     Section 5.4    Additional Covenant Relating to the Guarantee ......................................   19

ARTICLE VI   SUBORDINATION .............................................................................   20

     Section 6.1    Debentures Subordinated to Senior Indebtedness .....................................   20

     Section 6.2    Subrogation ........................................................................   21

     Section 6.3    Obligation of the Company is Absolute and Unconditional ............................   22

     Section 6.4    Maturity of or Default on Senior Indebtedness ......................................   22

     Section 6.5    Payments on Debentures Permitted ...................................................   22
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
     Section 6.6    Effectuation of Subordination by Trustee .........................   22

     Section 6.7    Knowledge of Trustee .............................................   23

     Section 6.8    Trustee's Relation to Senior Indebtedness ........................   23

     Section 6.9    Rights of Holders of Senior Indebtedness Not Impaired ............   23

     Section 6.10   Modification of Terms of Senior Indebtedness .....................   23

ARTICLE VII   RIGHTS OF HOLDERS OF PREFERRED SECURITIES ..............................   24

     Section 7.1    Preferred Security Holders' Rights ...............................   24

     Section 7.2    Direct Action ....................................................   24

     Section 7.3    Payments Pursuant to Direct Actions ..............................   24

ARTICLE VIII  REMARKETING ............................................................   24

     Section 8.1    Effectiveness of this Article ....................................   24

     Section 8.2    Remarketing ......................................................   25

ARTICLE IX    MISCELLANEOUS ..........................................................   30

     Section 9.1    Ratification of Indenture ........................................   30

     Section 9.2    Trustee Not Responsible for Recitals .............................   30

     Section 9.3    Governing Law ....................................................   30

     Section 9.4    Severability .....................................................   30

     Section 9.5    Counterparts .....................................................   31
</TABLE>


                                     Exhibit

<TABLE>
     <S>                                                                                 <C>
     Exhibit A      Form of Debenture                                                    A-1
</TABLE>

                                       2

<PAGE>

     FIRST SUPPLEMENTAL INDENTURE, dated as of November 4, 2002 (this "First
Supplemental Indenture"), between NEW YORK COMMUNITY BANCORP, INC., a Delaware
corporation (the "Company"), having its principal place of business at 615
Merrick Avenue, Westbury, New York 11590 and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as trustee (the "Trustee"), having its corporate
trust office at 1100 North Market Street, Rodney Square North, Wilmington,
Delaware 19890, under the Indenture, dated as of November 4, 2002, between the
Company and the Trustee (the "Base Indenture," together with the First
Supplemental Indenture, the "Indenture").

     WHEREAS, the Company executed and delivered the Base Indenture to the
Trustee to provide for the issuance from time to time of the Company's junior
subordinated debentures (collectively the "Debt Securities," and individually, a
"Debt Security") to be issued in one or more series as might be determined by
the Company under the Base Indenture, in an unlimited aggregate principal amount
which may be authenticated and delivered as provided in the Base Indenture;

     WHEREAS, pursuant to the terms of the First Supplemental Indenture, the
Company desires to provide for the establishment of a new series of Debt
Securities to be known as the 6.000% Junior Subordinated Deferrable Interest
Debentures due 2051 (the "Debentures"), the form and substance of such
Debentures and the terms, provisions and conditions thereof to be as set forth
in the Indenture;

     WHEREAS, New York Community Capital Trust V, a Delaware statutory trust
(the "Trust"), has offered to the public $275,000,000 in aggregate stated
liquidation amount of its 6.000% Preferred Securities (the "Preferred
Securities") and, in connection therewith, the Company has agreed to purchase
$8,505,200 in aggregate stated liquidation amount of the Trust's common
securities (the "Common Securities" and, together with the Preferred Securities,
the "Trust Securities"), each representing an undivided beneficial ownership
interest in the assets of the Trust, and proposes to invest the proceeds from
such offerings in $283,505,200 aggregate principal amount of the Debentures; and

     WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture, all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms (and to
make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company) have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

     NOW, THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the Holders (as defined below) thereof, and for the purpose of
setting forth, as provided in the Indenture, the form and substance of the
Debentures and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1    Definition of Terms.

     Unless the context otherwise requires:

<PAGE>

          (a) a term not defined herein that is defined in the Base Indenture
has the same meaning when used in this First Supplemental Indenture;

          (b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;

          (c) the singular includes the plural and vice versa;

          (d)  a reference to a Section or Article is to a Section or Article of
this First Supplemental Indenture;

          (e)  headings are for convenience of reference only and do not affect
interpretation;

          (f)  the following terms have the following meanings:

     "Accreted Value" has the meaning set forth in the Declaration.

     "Administrative Trustees" has the meaning set forth in the Declaration.

     "Base Indenture" has the meaning set forth in the Recitals hereto.

     "Business Day" has the meaning set forth in the Declaration.

     "Change of Control" has the meaning set forth in the Declaration.

     "Change of Control Repurchase Date" has the meaning set forth in the
Declaration.

     "Change of Control Repurchase Price" has the meaning set forth in the
Declaration.

     "Change of Control Repurchase Right" has the meaning set forth in the
Declaration.

     "Common Securities" has the meaning set forth in the Recitals hereto.

     "Company" has the meaning set forth in the Recitals hereto.

     "Compounded Interest" has the meaning set forth in Section 2.5(a).

     "Coupon Rate" has the meaning set forth in Section 2.4(a).

     "Debenture Distribution Notice" has the meaning set forth in the
Declaration.

     "Debentures" has the meaning set forth in the Recitals hereto.

     "Debt Securities" or "Debt Security" has the meaning set forth in the
Recitals hereto.

     "Declaration" means the Amended and Restated Declaration of Trust of the
Trust, dated as of November 4, 2002, among the Company, in its capacity as
Sponsor, the initial Administrative Trustees, Wilmington Trust Company, as
Property Trustee, and Wilmington Trust Company, as Delaware Trustee, as amended
and restated from time to time.

                                       2

<PAGE>

     "Definitive Preferred Securities" has the meaning set forth in the
Declaration.

     "Delaware Trustee" has the meaning set forth in the Declaration.

     "Direct Action" has the meaning set forth in Section 7.2.

     "Distribution Date" has the meaning set forth in the Declaration.

     "Distributions" have the meaning set forth in the Declaration.

     "Exchange Agent" has the meaning set forth in the Declaration.

     "Exercise Price" has the meaning set forth in the Warrant Agreement.

     "Expiration Date" has the meaning set forth in the Warrant Agreement.

     "Extension Period" has the meaning set forth in Section 2.5(a).

     "Failed Remarketing" has the meaning set forth in the Declaration.

     "Failed Remarketing Date" has the meaning set forth in the Declaration.

     "First Supplemental Indenture" has the meaning set forth in the Recitals
hereto.

     "Global Debenture" has the meaning set forth in Section 2.3(a).

     "Global Preferred Security" has the meaning set forth in the Declaration.

     "Guarantee" has the meaning set forth in the Declaration.

     "Guarantor" means the Company, in its capacity as Guarantor under the
Guarantee.

     "Holder" means a Person in whose name a Debenture is registered.

     "Indenture" has the meaning set forth in the Recitals hereto.

     "Initial Purchasers" has the meaning set forth in the Declaration.

     "Legal Cause Remarketing Event" has the meaning set forth in the
Declaration.

     "Legal Requirements" has the meaning set forth in the Declaration.

     "Like Amount" has the meaning set forth in the Declaration.

     "90 Day Period" has the meaning set forth in the Declaration.

     "Non Book-Entry Preferred Securities" has the meaning set forth in Section
2.3(b).

     "No Recognition Opinion" has the meaning set forth in the Declaration.

     "Officers' Certificate" has the meaning set forth in the Declaration.

                                       3

<PAGE>

     "Opinion of Counsel" means the written opinion of counsel rendered by an
independent law firm which shall be acceptable to the Trustee.

     "Optional Redemption Remarketing Event" has the meaning set forth in the
Declaration.

     "Payment Blockage Notice" has the meaning set forth in Section 6.1(d).

     "Preferred Securities" has the meaning set forth in the Recitals hereto.

     "Preferred Securities Certificate" has the meaning set forth in the
Declaration.

     "Property Trustee" has the meaning set forth in the Declaration.

     "Pro Rata" has the meaning set forth in the Declaration.

     "Purchase Agreement" has the meaning set forth in the Declaration.

     "Remarketing" means:

               (i)  as long as the Trust has not been liquidated in accordance
                    with Article VIII of the Declaration, the operation of the
                    procedures for remarketing specified in Section 6.6 of the
                    Declaration; and

               (ii) if the Trust has been liquidated in accordance with Article
                    VIII of the Declaration, the operation of the procedures for
                    remarketing specified in Article VIII.

     "Remarketing Agent" has the meaning set forth in the Declaration.

     "Remarketing Agreement" has the meaning set forth in the Declaration.

     "Remarketing Date" has the meaning set forth in the Declaration.

     "Remarketing Settlement Date" has the meaning set forth in the Declaration.

     "Repurchase Price" has the meaning set forth in the Declaration.

     "Repurchase Right" has the meaning set forth in the Declaration.

     "Reset Rate" has the meaning set forth in the Declaration.

     "Senior Indebtedness" means the principal of, premium, if any, and interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on:

               (1)  all indebtedness, obligations and other liabilities
          (contingent or otherwise) of the Company for borrowed money (including
          obligations of the Company in respect of overdrafts, foreign exchange
          contracts, currency exchange agreements, interest rate protection
          agreements, and any loans or advances from banks, whether or not
          evidenced by notes or similar instruments) or evidenced by bonds,
          debentures, notes or

                                       4

<PAGE>

          other instruments for the payment of money, or indebtedness incurred
          in connection with the acquisition of any properties or assets
          (whether or not the recourse of the lender is to the whole of the
          assets of the Company or to only a portion thereof), other than any
          account payable or other accrued current liability or obligation to
          trade creditors incurred in the ordinary course of business;

               (2)  all obligations and liabilities (contingent or otherwise) in
          respect of leases of the Company required or permitted, in conformity
          with generally accepted accounting principles, to be accounted for as
          capitalized lease obligations on the balance sheet of the Company;

               (3)  all direct or indirect guaranties or similar agreements by
          the Company in respect of, and obligations or liabilities (contingent
          or otherwise) of the Company to purchase or otherwise acquire or
          otherwise assure a creditor against loss in respect of, indebtedness,
          obligations or liabilities of another Person of the kind described in
          clauses (1) and (2);

               (4)  any and all amendments, renewals, extensions and refundings
          of any indebtedness, obligation or liability of the kind described in
          clauses (1) through (3).

     "Senior Indebtedness" does not include:

               (1)  any indebtedness in which the instrument or instruments
          evidencing or securing the same or pursuant to which the same is
          outstanding, or in any amendment, renewal, extension or refunding of
          such instrument or instruments, it is expressly provided that such
          indebtedness shall not be senior in right of payment to the Debentures
          or expressly provides that such Indebtedness is pari passu or junior
          to the Debentures;

               (2)  trade accounts payable in the ordinary course of business;
          and

               (3)  any series of subordinated debt securities, whether
          currently outstanding or created, assumed or incurred at a later date,
          initially issued to any trust, partnerships or other entities
          affiliated with the Company in connection with an issuance of
          securities similar to the Preferred Securities.

     "Special Distribution Date" has the meaning set forth in the Declaration.

     "Special Event" has the meaning set forth in the Declaration.

     "Special Record Date" has the meaning set forth in the Declaration.

     "Stated Maturity" has the meaning set forth in Section 2.2.

     "Trust" has the meaning set forth in the Recitals hereto.

     "Trust Securities" has the meaning set forth in the Recitals hereto.

     "Trustee" has the meaning set forth in the Recitals hereto.

     "Unit" has the meaning set forth in the Declaration.

                                      5

<PAGE>

     "Unit Agreement" has the meaning set forth in the Declaration.

     "Warrant" has the meaning set forth in the Warrant Agreement.

     "Warrant Agent" has the meaning set forth in the Warrant Agreement.

     "Warrant Agreement" has the meaning set forth in the Declaration.

     "Warrant Requirements" has the meaning set forth in the Declaration.

                                   ARTICLE II

                     TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1    Designation and Principal Amount.

     There is hereby authorized a series of Debt Securities designated the
"6.000% Junior Subordinated Deferrable Interest Debentures due 2051," limited in
aggregate principal amount to $283,505,200. The Company is hereby authorized to
execute, and the Trustee is hereby authorized to authenticate and deliver, one
or more Debentures pursuant to this First Supplemental Indenture. Each of the
Company and the Trustee is hereby further authorized to execute and deliver this
First Supplemental Indenture.

Section 2.2    Maturity.

     The Debentures shall mature on November 1, 2051 (the "Stated Maturity")
unless reset in connection with a Remarketing to 180 days following the
Remarketing Date in accordance with Section 6.6 of the Declaration.

Section 2.3    Global Debentures.

     If distributed to holders of Trust Securities in connection with the
involuntary or voluntary dissolution of the Trust:

               (a)  The Debentures in definitive form may be presented to the
Trustee by the Property Trustee in exchange for a global security in an
aggregate principal amount equal to all Outstanding Debentures (a "Global
Debenture"). The Company upon any such presentation shall execute a Global
Debenture in such aggregate principal amount and deliver the same to the Trustee
for authentication and delivery in accordance with the Base Indenture and this
First Supplemental Indenture. The Depositary for the Global Debentures will be
The Depository Trust Company. The Global Debentures will be registered in the
name of the Depositary or its nominee, Cede & Co., and held by the Trustee as
custodian on behalf of the Depositary. Payments on the Debentures issued as a
Global Debenture will be made to the Depositary or its nominee.

               (b)  If any Preferred Securities are held in definitive form, the
Debentures in definitive form may be presented to the Trustee by the Property
Trustee, and any Trust Securities which represent Preferred Securities other
than Preferred Securities held by the depositary for the Preferred Securities or
its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent
beneficial ownership interests in Debentures presented to the Trustee by the
Property Trustee having an aggregate principal amount equal to the aggregate
stated liquidation amount of the Non Book-Entry

                                       6

<PAGE>

Preferred Securities until such Preferred Securities Certificates are presented
to the Security Registrar for transfer or reissuance, at which time such
Preferred Securities Certificates will be canceled and a Debenture registered in
the name of the holder of the Preferred Securities or the transferee of the
holder of such Preferred Securities, as the case may be, with an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities canceled will be executed by the Company and delivered to
the Trustee for authentication and delivery in accordance with the Base
Indenture and this First Supplemental Indenture. On issue of such Debentures,
Debentures with an equivalent aggregate principal amount that were presented by
the Property Trustee to the Trustee will be deemed to have been canceled.

Section 2.4    Interest.

               (a)  Each Debenture will bear interest at a rate per annum of
6.000% (the "Coupon Rate") of the principal amount of $50 per Debenture from and
including November 4, 2002 to, but excluding, the Remarketing Date, and at the
Reset Rate of the Accreted Value of the Debenture from and including the
Remarketing Date to, but excluding, the Stated Maturity, payable quarterly in
arrears on February 1, May 1, August 1 and November 1 of each year (each, an
"Interest Payment Date"), commencing on February 1, 2003.

               (b)  Interest not paid on the scheduled Interest Payment Date
will accrue and compound quarterly at the Coupon Rate of the principal amount of
the Debentures or the Reset Rate of the Accreted Value of the Debentures, as the
case may be.

               (c)  The Regular Record Dates for the Debentures shall be:

                    (i)   as long as the Debentures are represented by a Global
                          Debenture, the Business Day preceding the
                          corresponding Interest Payment Date; or

                    (ii)  if the Debentures are issued in definitive form, at
                          least one Business Day prior to the corresponding
                          Interest Payment Date.

               (d)  The amount of interest payable on the Debentures for any
period will be computed:

                    (i)   for any full 90-day quarterly period, on the basis of
                          a 360-day year of twelve 30-day months;

                    (ii)  for any period shorter than a full 90-day quarterly
                          period, on the basis of a 30-day month; and

                    (iii) for any period shorter than a 30-day month, on the
                          basis of the actual number of days elapsed in the
                          30-day month.

     In the event that any date on which interest is payable on the Debentures
is not a Business Day, payment of the interest payable on such date will be made
on the next day that is a Business Day (and without any additional interest or
other payment in respect of any such delay), except that if such Business Day is
in the next calendar year, such payment will be made on the preceding Business
Day with the same force and effect as if made on the date such payment was
originally payable.

                                       7

<PAGE>

Section 2.5    Optional Deferral of Interest.

               (a)  As long as no Event of Default has occurred and is
continuing, and as long as a Failed Remarketing has not occurred, the Company
has the right, at any time and from time to time, to defer payments of interest
on the Debentures by extending the interest payment period on the Debentures for
a period (each, an "Extension Period") not exceeding 20 consecutive quarters,
during which Extension Period no interest shall be due and payable on the
Debentures; provided that no Extension Period shall end on a date other than an
Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence
of a Failed Remarketing, any such Extension Period shall terminate, and interest
shall become payable in cash on the next Interest Payment Date. Despite such
deferral, interest shall continue to accrue with additional interest thereon (to
the extent permitted by applicable law) at the Coupon Rate of the principal
amount of the Debentures or the Reset Rate of the Accreted Value of the
Debentures on the Remarketing Date, as applicable, compounded quarterly during
any such Extension Period ("Compounded Interest"). Prior to the termination of
any such Extension Period, the Company may further defer payments of interest by
further extending such Extension Period; provided that such Extension Period,
together with all such previous and further extensions of such Extension Period,
may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At
the termination of any Extension Period, the Company shall pay all interest then
accrued and unpaid, plus Compounded Interest. Upon the termination of any
Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, subject to the above requirements.

               (b)  The procedure the Company must follow to exercise its option
to defer payments of interest on the Debentures for an Extension Period shall be
as follows:

                    (i)   If the Property Trustee shall be the only Holder of
                          the Debentures, the Company shall give notice of its
                          election of such Extension Period to the Property
                          Trustee, the Administrative Trustees and the Trustee
                          at least one Business Day prior to the earlier of:

                          (A)  the next date on which Distributions on the
                               Preferred Securities are payable; or

                          (B)  the date the Administrative Trustees are required
                               to give notice of the record date or the date
                               such Distributions are payable for the first
                               quarter of such Extension Period to (x) any
                               national stock exchange or other organization on
                               which the Preferred Securities are listed or
                               quoted, if any, or (y) the holders of the
                               Preferred Securities; or

                    (ii)  If the Property Trustee shall not be the Holder of the
                          Debentures, the Company shall give notice of its
                          election of such extension period to the Holders at
                          least ten Business Days prior to the earlier of:

                          (A)  the Interest Payment Date for the first quarter
                               of such Extension Period; or

                          (B)  the date on which the Company is required to give
                               notice of the record date or the payment date of
                               such related interest payment for the first
                               quarter of such Extension Period to (x) any
                               national

                                       8

<PAGE>

                               stock exchange or other organization on which the
                               Debentures are listed or quoted, if any, or (y)
                               the Holders.

                    (iii) The Company shall pay all deferred interest and
                          Compounded Interest on the Debentures prior to the
                          exercise of its right to cause a Remarketing of the
                          Debentures.

Section 2.6    Redemption.

               (a)  The Company shall have no right to redeem the Debentures.

               (b)  The Debentures shall not be subject to a sinking fund
provision.

Section 2.7    Limited Right to Require Exchange of Preferred Securities and
               Repurchase of Debentures.

               (a)  Pursuant to Section 6.7 of the Declaration, in the event a
holder of a Unit exercises a Warrant on a date other than a Remarketing
Settlement Date and elects to exercise its Repurchase Right, the Company shall
be required to repurchase at the Repurchase Price on the applicable Special
Distribution Date Debentures having a principal amount at maturity on the date
of exchange of Preferred Securities for Debentures equal to the stated
liquidation amount of the exchanged Preferred Securities on such exchange date.

               (b)  No less than three Business Days prior to the applicable
Special Distribution Date:

                    (i)   if the Preferred Securities to be exchanged are
                          represented by a Global Preferred Security, the
                          Trustee shall, in accordance with the instruction of
                          the Property Trustee provided for in the Declaration,
                          transfer to the Exchange Agent Debentures having a
                          principal amount at maturity equal to the stated
                          liquidation amount of the Preferred Securities for
                          which, pursuant to the Declaration, the necessary
                          endorsement to the "Schedule of Increases or Decreases
                          in Global Preferred Security" attached to the Global
                          Preferred Security was made to reduce the amount of
                          Preferred Securities represented thereby; and

                    (ii)  if the Preferred Securities to be exchanged are
                          represented by Definitive Preferred Securities, the
                          Trustee shall, in accordance with the instruction of
                          the Property Trustee provided for in the Declaration,
                          deliver to such holder definitive Debentures having a
                          principal amount at maturity equal to the stated
                          liquidation amount of the Preferred Securities of such
                          holder which, pursuant to the Declaration, were
                          presented by such holder to the Property Trustee for
                          cancellation.

               (c)  On the applicable Special Distribution Date, the Company
shall repurchase the Debentures which were the subject of an exchange notice
received by the Company by paying the Repurchase Price directly to the selling
holder.

                                       9

<PAGE>

Section 2.8    Change of Control Right to Require Exchange of Preferred
               Securities and Repurchase of Debentures.

               (a)  Pursuant to Section 6.8 of the Declaration, in the event of
a Change of Control and the holder of a Unit or the holder of a Preferred
Security, as the case may be, elects to exercise its Change of Control
Repurchase Right, the Company shall be required to repurchase at the Change of
Control Repurchase Price on the Change of Control Repurchase Date Debentures
having an Accreted Value on the date of exchange equal to the Accreted Value of
the exchanged Preferred Securities on such exchange date.

               (b)  No less than three Business Days prior to the Change of
Control Repurchase Date:

                    (i)   if the Preferred Securities to be exchanged are
                          represented by a Global Preferred Security, the
                          Trustee shall, in accordance with the instruction of
                          the Property Trustee provided for in the Declaration,
                          transfer to the Exchange Agent Debentures having an
                          Accreted Value equal to the Accreted Value of the
                          Preferred Securities for which, pursuant to the
                          Declaration, the necessary endorsement to the
                          "Schedule of Increases or Decreases in Global
                          Preferred Security" attached to the Global Preferred
                          Security was made to reduce the amount of Preferred
                          Securities represented thereby; and

                    (ii)  if the Preferred Securities to be exchanged are
                          represented by Definitive Preferred Securities, the
                          Trustee shall, in accordance with the instruction of
                          the Property Trustee provided for in the Declaration,
                          deliver to such holder definitive Debentures having an
                          Accreted Value equal to the Accreted Value of the
                          Preferred Securities of such holder which, pursuant to
                          the Declaration, were presented by such holder to the
                          Property Trustee for cancellation.

               (c)  On the Change of Control Repurchase Date, the Company shall
repurchase the Debentures which were the subject of an exchange notice received
by the Company by paying the Change of Control Repurchase Price directly to the
selling holder.

Section 2.9    Distribution of Debentures in Exchange for Trust Securities Upon
               the Occurrence of a Special Event.

               (a)  If at any time a Special Event occurs and certain conditions
set forth in Section 2.9(b) are satisfied, the Administrative Trustees may
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, cause the Debentures held by the Property
Trustee to be distributed to the holders of Trust Securities in liquidation of
such holders' interests in the Trust on a Pro Rata basis, upon not less than 30
nor more than 60 days notice, within the 90 Day Period, and, simultaneous with
such distribution, to cause a Like Amount of the Securities to be exchanged by
the Trust on a Pro Rata basis.

               (b)  The dissolution of the Trust and distribution of the
Debentures pursuant to Section 2.9(a) shall be permitted only upon satisfaction
of the following three conditions:

                                       10

<PAGE>

                    (i)   the receipt by the Administrative Trustees of a No
                          Recognition Opinion;

                    (ii)  neither the Trust nor the Company being able to
                          eliminate, which elimination shall be complete within
                          the 90 Day Period, such Special Event by taking some
                          ministerial action (such as filing a form, making an
                          election or pursuing some other reasonable measure)
                          that:

                          (A)  has no material adverse effect on the Trust, the
                               Company or the holders of the Trust Securities;
                               or

                          (B)  does not subject any of them to more than de
                               minimis regulatory requirements; and

                    (iii) the receipt by the Administrative Trustees of the
                          prior written consent of the Company.

               (c)  A Debenture Distribution Notice, which notice shall be
irrevocable, shall be given by the Trust by mail to each holder of Trust
Securities not fewer than 30 nor more than 60 days before the date of
distribution of the Debentures. A Debenture Distribution Notice shall be deemed
to be given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders. No defect in the Debenture Distribution Notice or in the
mailing of the Debenture Distribution Notice with respect to any holder of Trust
Securities shall affect the validity of the exchange proceedings with respect to
any other holder of Trust Securities.

               (d)  On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust:

                    (i)   the Trust Securities no longer shall be deemed to be
                          outstanding;

                    (ii)  the Depositary or its nominee (or any successor
                          Depositary or its nominee), as the holder of the
                          Preferred Securities, will receive a registered global
                          certificate or certificates representing the
                          Debentures to be delivered upon such distribution; and

                    (iii) any certificates representing Trust Securities not
                          held by the Depositary or its nominee (or any
                          successor Depositary or its nominee) shall be deemed
                          to represent Debentures having an aggregate principal
                          amount equal to the aggregate liquidation amount of
                          such Trust Securities and bearing accrued and unpaid
                          interest in an amount equal to the accumulated and
                          unpaid Distributions on such Trust Securities, until
                          such certificates are presented for cancellation, at
                          which time the Company shall issue, and the Trustee
                          shall authenticate, a certificate representing such
                          Debentures.

               (e)  In the event of a dissolution of the Trust and a
distribution of the Debentures, the Company shall have the same rights, and
shall be subject to same terms and conditions, to cause a Remarketing of the
Debentures as the Company has and is subject to under Section 6.6 of the
Declaration to cause a Remarketing of the Preferred Securities.

                                       11

<PAGE>

Section 2.10   Events of Default.

     In addition to the Events of Default set forth in Section 6.01 of the Base
Indenture, it shall be an Event of Default with respect to the Debentures if the
following occurs and shall be continuing:

               (a)  the Company defaults in the payment of principal of or
premium, if any, on any of the Debentures when it becomes due and payable at
Stated Maturity, upon exercise of a Repurchase Right, upon exercise of a Change
of Control Repurchase Right or otherwise, whether or not such payment is
prohibited by the subordination provisions of Article 6 of this First
Supplemental Indenture;

               (b)  the Company defaults in the payment of interest on any of
the Debentures when it becomes due and payable and such default continues for a
period of 30 days after written notice of such failure shall have been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Outstanding Debentures;
whether or not such payment is prohibited by the subordination provisions of
Article 6 of this First Supplemental Indenture; provided, however, that a valid
extension of the interest payment period does not constitute a default in the
payment of interest;

               (c)  the Company fails to perform or observe any other term,
covenant or agreement contained in the Debentures or the Indenture (other than a
term, covenant or agreement included in the Indenture solely for the benefit of
any series of Debt Securities other than the Debentures) and such default
continues for a period of 90 days after written notice of such failure shall
have been given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of the Outstanding
Debentures; or

               (d)  the Trust shall have voluntarily or involuntarily dissolved,
wound up its business or otherwise terminated its existence, except in
connection with:

                    (i)   the distribution of the Debentures held by the Trust
                          to the holders of the Trust Securities in liquidation
                          of the Trust or their interests in the Trust;

                    (ii)  the redemption of all of the outstanding Trust
                          Securities; or

                    (iii) a merger, consolidation, conversion, amalgamation,
                          replacement or other transaction involving the Trust
                          that is permitted under Section 3.14 of the
                          Declaration.

Section 2.11   Amendment; Supplement; Waiver.

               (a)  Amendment Without Consent of Holders. Without the consent of
any Holders, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may amend the Indenture and the
Debentures to:

                    (i)   add to the covenants of the Company for the benefit of
                          the Holders;

                    (ii)  add to the Events of Default under the Indenture;
                          (iii) surrender any right or power herein conferred
                          upon the Company;

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<PAGE>

                    (iv)  provide for the assumption of the Company's
                          obligations to the Holders in the case of a merger,
                          consolidation, conveyance, transfer or lease pursuant
                          to Article 5 of the Base Indenture;

                    (v)   comply with the requirements of the Securities and
                          Exchange Commission in order to maintain the
                          qualification of the Indenture under the Trust
                          Indenture Act; or

                    (vi)  cure any ambiguity, to correct or supplement any
                          provision herein which may be inconsistent with any
                          other provision herein or which is otherwise
                          defective, or to make any other provisions with
                          respect to matters or questions arising under the
                          Indenture which the Company and the Trustee may deem
                          necessary or desirable and which shall not be
                          inconsistent with the provisions of the Indenture;
                          provided that such action pursuant to this clause (vi)
                          does not adversely affect the interests of the Holders
                          in any material respect.

               (b)  Amendment With Consent of Holders. With the consent of the
Holders of not less than a majority in aggregate principal amount of the
Debentures and all other series of Debt Securities affected at the time
Outstanding, voting as one class, the Company and the Trustee, at any time and
from time to time, may modify or amend the Indenture and the Debentures;
provided, however, that no such modification or amendment shall be effective
until the Holder of each Debenture affected at the time Outstanding shall have
consented to such modification or amendment, if such modification or amendment
shall:

                    (i)   change the Stated Maturity of the principal of, or any
                          installment of principal or interest on, any
                          Debenture;

                    (ii)  reduce the principal amount of, premium, if any, or
                          the rate of interest on, any Debenture;

                    (iii) change the place of payment where the Debentures or
                          any premium or interest thereon is payable;

                    (iv)  impair the right to institute suit for the enforcement
                          of any such payment on or with respect to the
                          Debentures;

                    (v)   reduce the above-stated percentage in principal amount
                          of Debentures, the Holders of which are required to
                          modify or amend the Indenture, to consent to any
                          waiver thereunder or to approve any supplemental
                          indenture;

                    (vi)  change any obligation of the Company to maintain an
                          office or agency in the places and for the purposes
                          required by the Indenture; or

                    (vii) modify any of the above provisions;

provided, further, that if the Debentures are held by the Property Trustee, no
such modification or amendment shall be effective until the holders of not less
than 66 2/3% of the aggregate liquidation

                                       13

<PAGE>

amount of the Trust Securities shall have consented to such modification or
amendment; provided, further, that where the consent of the Holders of more than
66 2/3% of the aggregate principal amount of the Debentures is required pursuant
to Section 9.02 of the Base Indenture, no such modification or amendment shall
be effective until the holders of at least the same proportion in aggregate
liquidation amount of the Trust Securities shall have consented to such
modification or amendment.

               (c)  Waiver of Past Defaults. The Holders of not less than a
majority of aggregate principal amount of the Debentures then Outstanding may on
behalf of the Holders of all Debentures waive any past default with respect to
the Debentures, except for (i) a default in the payment of principal of,
premium, if any, or interest on the Debentures and (ii) a default in respect of
a covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each Debenture then Outstanding. No such
waiver shall be effective until the holders of a majority in aggregate stated
liquidation amount of Trust Securities shall have consented to such waiver;
provided that where a consent under the Indenture would require the Holders of
more than a majority in principal amount of Debentures, no such waiver shall be
effective until the holders of at least the same proportion in aggregate stated
liquidation amount of Trust Securities shall have consented to such waiver.

               (d)  Meetings and Voting.

                    (i)   The Trustee may at any time call a meeting of Holders
                          of Debentures to make, give or take any request,
                          demand, authorization, direction, notice, consent,
                          waiver or other action provided by the Indenture to be
                          made, given or taken by Holders of Debentures. Notice
                          of every meeting of Holders of Debentures, setting
                          forth the time and the place in the City of New York
                          of such meeting and in general terms the action
                          proposed to be taken at such meeting, shall be given
                          not less than 21 nor more than 180 days prior to the
                          date fixed for the meeting.

                          In case at any time the Company, pursuant to a Board
                          Resolution, or the Holders of at least 20% in
                          aggregate principal amount of the Outstanding
                          Debentures shall have requested the Trustee to call a
                          meeting of the Holders of Debentures to make, give or
                          take any request, demand, authorization, direction,
                          notice, consent, waiver or other action provided by
                          the Indenture to be made, given or taken by Holders of
                          Debentures, by written request setting forth in
                          reasonable detail the action proposed to be taken at
                          the meeting, and the Trustee shall not have made the
                          first publication of the notice of such meeting within
                          21 days after receipt of such request or shall not
                          thereafter proceed to cause the meeting to be held as
                          provided herein, then the Company or the Holders of
                          Debentures in the amount specified, as the case may
                          be, may determine the time and the place in The City
                          of New York for such meeting and may call such meeting
                          for such purposes by giving notice thereof.

                    (ii)  Except as provided below, the Persons entitled to vote
                          a majority in principal amount of the Outstanding
                          Debentures shall constitute a quorum. In the absence
                          of a quorum within 30 minutes of the time appointed
                          for any such meeting, the meeting shall, if convened
                          at the request of Holders of Debentures, be dissolved.
                          In any other case, the meeting may be adjourned for a
                          period of not less than 10 days as

                                       14

<PAGE>

                          determined by the chairman of the meeting prior to the
                          adjournment of such meeting. In the absence of a
                          quorum at any such adjourned meeting, such adjourned
                          meeting may be further adjourned for a period of not
                          less than 10 days as determined by the chairman of the
                          meeting prior to the adjournment of such adjourned
                          meeting. Notice of the reconvening of any adjourned
                          meeting shall be given as provided herein, except that
                          such notice need be given only once and not less than
                          five days prior to the date on which the meeting is
                          scheduled to be reconvened. Notice of the reconvening
                          of an adjourned meeting shall state expressly the
                          percentage of the principal amount of the Outstanding
                          Debentures which shall constitute a quorum.

                    (iii) Subject to the foregoing, at the reconvening of any
                          meeting adjourned for a lack of a quorum, the Persons
                          entitled to vote 25% in principal amount of the
                          Outstanding Debentures at the time shall constitute a
                          quorum for the taking of any action set forth in the
                          notice of the original meeting.

                    (iv)  At a meeting or an adjourned meeting duly reconvened
                          and at which a quorum is present as aforesaid, any
                          resolution and all matters shall be effectively passed
                          and decided if passed or decided by the Persons
                          entitled to vote the lesser of:

                          (A)   a majority in principal amount of the Debentures
                                then Outstanding; or

                          (B)   66 2/3% in principal amount of the Debentures
                                represented and voting at such meeting;

provided, however, that if any consent, waiver or other action must be given,
made or taken by the Holders of a specified percentage in principal amount of
Outstanding Debentures (which is less than a majority of the principal amount to
Debentures then Outstanding), then such consent, waiver or other action may be
given, made or taken by the Persons entitled to vote the lesser of:

                          (x)   the specified percentage in principal amount of
                                the Debentures then Outstanding; or

                          (y)   a majority in principal amount of the Debentures
                                represented and voting at such meeting.

                    (v)   Any resolution passed or decisions taken at any
                          meeting of Holders of Debentures duly held in
                          accordance with this Section shall be binding on all
                          the Holders of Debentures, whether or not present or
                          represented at the meeting.

Section 2.12   Defeasance.

     The Company shall be deemed to have been discharged from its obligations
with respect to all of the outstanding Debentures on the date of the deposit
referred to in subparagraph (A) hereof, and the provisions of this Indenture, as
it relates to such outstanding Debentures, shall no longer be in effect (and

                                       15

<PAGE>

the Trustee, at the expense of the Company, shall, upon the request of the
Company, execute proper instruments supplied to it by the Company acknowledging
the same), except as to:

                    (i)   the rights of Holders of Debentures to receive, solely
                          from the trust funds described in subparagraph (A)
                          hereof, payments of the principal of or interest on
                          the outstanding Debentures on the date such payments
                          are due; and

                    (ii)  the rights, powers, trust and immunities of the
                          Trustee hereunder;

                    provided that the following conditions shall have been
                    satisfied:

                          (A)   the Company shall have deposited, or caused to
                                be deposited, irrevocably with the Trustee,
                                under the terms of an escrow trust agreement
                                satisfactory to the Trustee, as trust funds in
                                trust for the purpose of making the following
                                payments, specifically pledged as security for
                                and dedicated solely to the benefit of the
                                Holders of the Debentures, cash in U.S. dollars
                                and/or Eligible Instruments (including U.S.
                                Government Obligations) which through the
                                payment of interest and principal in respect
                                thereof, in accordance with their terms, will
                                provide (and without reinvestment and assuming
                                no tax liability will be imposed on such
                                Trustee), not later than one day before the due
                                date of any payment of money, an amount in cash,
                                sufficient, in the opinion of a nationally
                                recognized firm of independent public
                                accountants expressed in a written certification
                                thereof delivered to the Trustee, to pay
                                principal of and interest on all the Debentures
                                on the dates such payments of principal or
                                interest are due and payable;

                          (B)   no Default or Event of Default with respect to
                                the Debentures shall have occurred and be
                                continuing on the date of such deposit;

                          (C)   such deposit and the related intended
                                consequences will not result in a breach or
                                violation of, or constitute a default or event
                                of default under, the Indenture or any other
                                material indenture, agreement or other
                                instrument binding upon the Company or its
                                subsidiaries or any of their properties or
                                assets;

                          (D)   the Company shall have delivered to the Trustee
                                an Officers' Certificate and an Opinion of
                                Counsel to the effect that (1) the Company has
                                received from, or there has been published by,
                                the Internal Revenue Service a ruling (which
                                ruling shall be satisfactory to the Trustee), or
                                (2) since the date of execution of this First
                                Supplemental Indenture, there has been a change
                                in the applicable federal income tax law, in
                                either case to the effect that, and based
                                thereon such Opinion of Counsel shall confirm
                                that, the Holders will not recognize income,
                                gain or loss for

                                       16

<PAGE>

                                federal income tax purposes as a result of such
                                deposit, defeasance and discharge and will be
                                subject to federal income tax on the same amount
                                and in the same manner and at the same times as
                                would have been the case if such deposit,
                                defeasance and discharge had not occurred;

                          (E)   the Company shall have delivered to the Trustee
                                an Officers' Certificate stating that the
                                deposit was not made by the Company with the
                                intent of preferring the Holders over any other
                                creditors of the Company or with the intent of
                                defeating, hindering, delaying or defrauding any
                                other creditors of the Company;

                          (F)   such deposit shall not result in the trust
                                arising from such deposit constituting an
                                "investment company" (as defined in the
                                Investment Company Act of 1940, as amended (the
                                "Investment Company Act")), or such trust shall
                                be qualified under such Act or exempt from
                                regulation thereunder; and

                          (G)   the Company shall have delivered to the Trustee
                                an Officers' Certificate and an Opinion of
                                Counsel, each stating that all conditions
                                precedent relating to the defeasance
                                contemplated by this Section 2.12 have been
                                complied with.

     Notwithstanding a defeasance of the Debentures, the Company shall continue
to have the right to cause a Remarketing of the Debentures so long as the
amounts described above are expected to be on deposit in the escrow trust
account as of such adjusted date of maturity (i.e., 180 days following the
Remarketing Date).

Section 2.13   Paying Agent; Security Registrar.

     Initially, the Trustee shall act as Paying Agent and Security Registrar. If
the Debentures are issued in definitive form, the Corporate Trust Office shall
be the office or agency of the Paying Agent and the Security Registrar for the
Debentures.

                                   ARTICLE III

                                FORM OF DEBENTURE

Section 3.1    Form of Debenture.

     The Debentures and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms of Exhibit A annexed
hereto.

                                   ARTICLE IV

                                    EXPENSES

Section 4.1       Payment of Expenses.

                                       17

<PAGE>

     In connection with the offering, sale and issuance of the Debentures to the
Trust in connection with the sale of the Trust Securities by the Trust, the
Company, as borrower, shall:

     (a)  pay for all costs and expenses relating to the offering, sale and
issuance of the Debentures, including compensation to the Initial Purchasers
payable pursuant to the Purchase Agreement and compensation, reimbursement and
indemnification of the Trustee (in any of its capacities) under the Indenture in
accordance with the provisions of Section 7.06 of the Base Indenture; and

     (b)  pay for all costs and expenses of the Trust, including, but not
limited to, costs and expenses relating to the organization and operation of the
Trust (including any taxes, duties, assessments or other governmental charges of
whatever nature imposed on the Trust by the United States or any other taxing
authority), the offering, sale and issuance of the Trust Securities (including
compensation to the Initial Purchasers payable pursuant to the Purchase
Agreement in connection therewith); the fees and expenses of the Property
Trustee (including, without limitation, those incurred in connection with the
enforcement by the Property Trustee of the rights of the holders of the
Preferred Securities), the Delaware Trustee and the Administrative Trustees; the
costs and expenses relating to the operation of the Trust (including, without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses); and
costs and expenses incurred in connection with the acquisition, financing and
disposition of Trust assets;

     (c)  be primarily liable for any indemnification obligations arising with
respect to the Declaration; and

     (d)  pay any and all taxes (other than United States withholding taxes),
duties, assessments or governmental charges of whatever nature imposed on the
Trust by the United States or any other taxing authority and all liabilities,
costs and expenses with respect to such taxes of the Trust.

                                    ARTICLE V

                                    COVENANTS

Section 5.1    Covenants in the Event of an Event of Default or of a Deferral of
               Interest.

     If an Event of Default occurs and written notice of such event has been
given to the Company, or if the Company exercises its right to defer payments of
interest on the Debentures pursuant to Section 2.5, the Company may not:

               (a)   declare or pay any dividend on, make any distributions
relating to, or redeem, purchase, acquire or make a liquidation payment relating
to, any of its capital stock, or any warrants, options or other rights to
acquire capital stock (but excluding any debt security that is convertible into
or exchangeable for capital stock); or

               (b)   make any payment of interest, principal or premium, if any,
on or repay, repurchase or redeem any debt securities of the Company that rank
on a parity with or junior in interest to the Debentures or make any payments
with respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company if such guarantee ranks on a parity with or junior in
interest to the Debentures;

                                       18

<PAGE>

     in each case, other than:

                    (i)   dividends or distributions in capital stock (or rights
     to acquire capital stock) of the Guarantor;

                    (ii)  payments under the Guarantee;

                    (iii) any declaration of a dividend in connection with the
     implementation of a shareholders' rights plan, or the issuance of stock
     under any such plan in the future, or the redemption or repurchase of any
     such rights pursuant to a rights agreement;

                    (iv)  repurchases or acquisitions of shares of capital stock
     of the Guarantor in connection with the satisfaction by the Guarantor of
     its obligations under any employee benefit plans or any other contractual
     obligation of the Guarantor; or

                    (v)   as a result of an exchange or conversion of the
     Guarantor's capital stock for another class or series of the Guarantor's
     capital stock;

                    (vi)  the purchase of fractional interests in shares of the
     Guarantor's capital stock pursuant to the conversion or exchange provisions
     of such capital stock or the security being converted or exchanged; and

                    (vii) repurchases of capital stock of the Guarantor in
     connection with the satisfaction by the Guarantor of its obligations
     pursuant to any acquisitions of businesses made by the Guarantor (which
     repurchases are made in connection with the satisfaction of indemnification
     obligations of the sellers of such businesses).

Section 5.2    Additional Covenants Relating to the Trust.

     For as long as the Debentures are held by the Property Trustee, the Company
will:

               (a)  maintain, directly or indirectly, 100% ownership of the
Common Securities; provided, however, that any permitted successor of the
Company under this Indenture may succeed to the Company's ownership of such
Common Securities;

               (b)  use its reasonable efforts to cause the Trust to (a) remain
a statutory trust, except in connection with the distribution of the Debentures
to the Holders, the redemption of all of the Securities, or certain mergers,
consolidations, conversions or amalgamations, each as permitted by the
Declaration, (b) not to voluntarily dissolve, wind up, liquidate or be
terminated, except as permitted by the Declaration and (c) otherwise continue to
be classified as a grantor trust for United States federal income tax purposes;

               (c)  use its commercially reasonable efforts to ensure that the
Trust will not be an "investment company" required to be registered under the
Investment Company Act;

               (d)  not to take any action that would be reasonably likely to
cause the Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes; and

                                       19

<PAGE>

               (e)  use its reasonable best efforts to cause each holder of
Trust Securities to be treated as owning an undivided beneficial interest in the
Debentures.

Section 5.3    Covenant in Event of Distribution of Debentures.

     If the Debentures are to be distributed to the holders of the Preferred
Securities upon dissolution of the Trust, the Company shall perform all acts and
take all actions necessary to facilitate the distribution of the Debentures
pursuant to Sections 6.10 and 8.2 of the Declaration (including, without
limitation, making the Debentures eligible for payment through The Depository
Trust Company).

Section 5.4    Additional Covenant Relating to the Guarantee.

     If an event of default under the Guarantee occurs and written notice of
such event has been given to the Company, the Company shall be subject to the
limitations and restrictions set forth in Section 5.1 relating to an Event of
Default.

                                   ARTICLE VI

                                  SUBORDINATION

Section 6.1    Debentures Subordinated to Senior Indebtedness.

     The Company covenants and agrees, and each Holder, by such Holder's
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Debentures and the payment of the principal of and interest
on each and all of the Debentures is hereby expressly subordinated and junior,
to the extent and in the manner as set forth in this Section 6.1, in right of
payment to the prior payment in full of all Senior Indebtedness. This Article VI
shall supersede and replace Article X of the Base Indenture in its entirety.

               (a)  In the event of any payment or distribution of assets of the
Company to creditors upon any liquidation, dissolution, winding up or
reorganization of the Company, whether in bankruptcy, insolvency, reorganization
or receivership proceedings or upon an assignment by the Company for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise, the holders of all Senior Indebtedness shall be entitled
first to receive payment of the full amount due thereon in respect of all such
Senior Indebtedness and all other amounts due or provision shall be made for
such amount in cash, or other payments satisfactory to the holders of Senior
Indebtedness, before the Holders are entitled to receive any payment or
distribution of any character, whether in cash, securities or other property, on
account of the principal of, premium, if any, or interest on the indebtedness
evidenced by the Debentures.

               (b)  In the event of any acceleration of maturity of the
Debentures because of an Event of Default, unless the full amount due in respect
of all Senior Indebtedness is paid in cash or other form of payment satisfactory
to the holders of Senior Indebtedness, no payment shall be made by the Company
with respect to the principal of or interest on the Debentures or to acquire any
of the Debentures, and the Company shall give prompt written notice of such
acceleration to such holders of Senior Indebtedness.

               (c)  In the event of and during the continuance of any default in
payment of the principal of or interest on any Senior Indebtedness, unless all
such payments due in respect of such Senior

                                       20

<PAGE>

Indebtedness have been paid in full in cash or other payments satisfactory to
the holders of Senior Indebtedness, no payment shall be made by the Company with
respect to the principal of or interest on the Debentures or to acquire any of
the Debentures. The Company shall give prompt written notice to the Trustee of
any default under any Senior Indebtedness or under any agreement pursuant to
which Senior Indebtedness may have been issued.

               (d)  During the continuance of any event of default with respect
to any Senior Indebtedness, as such event of default is defined under any such
Senior Indebtedness or in any agreement pursuant to which any Senior
Indebtedness has been issued (other than a default in payment of the principal
of or interest on any Senior Indebtedness), permitting the holder or holders of
such Senior Indebtedness to accelerate the maturity thereof, no payment shall be
made by the Company, directly or indirectly, with respect to principal of,
premium, if any, or interest on the Debentures for 179 days following notice in
writing (a "Payment Blockage Notice") to the Company, from any holder or holders
of such Senior Indebtedness or their representative or representatives or the
trustee or trustees under any indenture or under which any instrument evidencing
any such Senior Indebtedness may have been issued, that such an event of default
has occurred and is continuing, unless such event of default has been cured or
waived or such Senior Indebtedness has been paid in full; provided, however, if
the maturity of such Senior Indebtedness is accelerated, no payment may be made
on the Debentures until such Senior Indebtedness has been paid in full in cash
or other payment satisfactory to the holders of such Senior Indebtedness or such
acceleration (or termination, in the case of a lease) has been cured or waived.

     For purposes of this Section 6.1(d), such Payment Blockage Notice shall be
deemed to include notice of all other events of default under such indenture or
instrument which are continuing at the time of the event of default specified in
such Payment Blockage Notice. The provisions of this Section 6.1(d) shall apply
only to one such Payment Blockage Notice given in any period of 365 days with
respect to any issue of Senior Indebtedness, and no such continuing event of
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice shall be, or shall be made, the basis for a subsequent Payment
Blockage Notice.

               (e)  In the event that, notwithstanding the foregoing provisions
of Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d), any payment on account of
principal of, premium, if any, or interest on the Debentures shall be made by or
on behalf of the Company and received by the Trustee, by any Holder or by any
Paying Agent (or, if the Company is acting as its own Paying Agent, money for
any such payment shall be segregated and held in trust):

                    (i)   after the occurrence of an event specified in Section
                          6.1(a) or 6.1(b), then, unless all Senior Indebtedness
                          is paid in full in cash, or provision shall be made
                          therefor,

                    (ii)  after the happening of an event of default of the type
                          specified in Section 6.1(c) above, then, unless the
                          amount of such Senior Indebtedness then due shall have
                          been paid in full, or provision made therefor or such
                          event of default shall have been cured or waived, or

                    (iii) after the happening of an event of default of the type
                          specified in Section 6.1(d) above and delivery of a
                          Payment Blockage Notice, then, unless such event of
                          default shall have been cured or waived or the 179-day
                          period specified in Section 6.1(d) shall have expired,

                                       21

<PAGE>

such payment (subject, in each case, to the provisions of Section 6.7 hereof)
shall be held in trust for the benefit of, and shall be immediately paid over
to, the holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture under which any
instruments evidencing any of the Senior Indebtedness may have been issued, as
their interests may appear.

Section 6.2   Subrogation.

         Subject to the payment in full of all Senior Indebtedness to which the
indebtedness evidenced by the Debentures is in the circumstances subordinated as
provided in Section 6.1 hereof, the Holders shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on the Debentures shall be paid in full,
and, as between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders, no such payment or distribution made to the
holders of Senior Indebtedness by virtue of this Article which otherwise would
have been made to the holders of the Debentures shall be deemed to be a payment
by the Company on account of such Senior Indebtedness, provided that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

Section 6.3   Obligation of the Company is Absolute and Unconditional.

         Nothing contained in this Article or elsewhere in this Indenture or in
the Debentures is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of and interest on the Debentures as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything contained
herein or therein prevent the Trustee or the Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

Section 6.4   Maturity of or Default on Senior Indebtedness.

         Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration or otherwise, all principal of or premium, if any, or interest on,
rent or other payment obligations in respect of all such matured Senior
Indebtedness shall first be paid in full, or such payment shall have been duly
provided for, before any payment on account of principal or interest is made
upon the Debentures.

Section 6.5   Payments on Debentures Permitted.

         Except as expressly provided in this Article, nothing contained in this
Article shall affect the obligation of the Company to make, or prevent the
Company from making, payments of the principal of or interest on the Debentures
in accordance with the provisions hereof and thereof, or shall prevent the
Trustee or any Paying Agent from applying any moneys deposited with it hereunder
to the payment of the principal of or interest on the Debentures.

                                       22

<PAGE>

Section 6.6   Effectuation of Subordination by Trustee.

         Each Holder, by such Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee such Holder's attorney-in-fact for any and all
such purposes.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee and the Holders shall be entitled to request and
rely upon any order or decree made by any court of competent jurisdiction in
which any such dissolution, winding up, liquidation or reorganization proceeding
affecting the affairs of the Company is pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or agent or other Person making any payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, and as to other
facts pertinent to the right of such Persons under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Persons
pending judicial determination as to the right of such Persons to receive such
payment.

Section 6.7   Knowledge of Trustee.

         Notwithstanding the provisions of this Article or any other provisions
of this Indenture, the Trustee (acting in any of its capacities) shall not be
charged with notice or knowledge of the existence of any Senior Indebtedness, of
any default in payment of principal of, premium, if any, or interest on, rent or
other payment obligation in respect of any Senior Indebtedness, or of any facts
which would prohibit the making of any payment of moneys to or by the Trustee,
or the taking of any other action by the Trustee, unless a Responsible Officer
of the Trustee shall have received written notice thereof from the Company, any
Holder, any Paying Agent of the Company or the holder or representative of any
class of Senior Indebtedness, and, prior to the receipt of any such written
notice, the Trustee (acting in any of its capacities) shall be entitled in all
respects to assume that no such default or facts exist; provided, however, that
unless on the third Business Day prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose the Trustee shall have
received the notice provided for in this Section 6.7, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority (but shall not be obligated) to receive such moneys and apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date.

Section 6.8   Trustee's Relation to Senior Indebtedness.

         The Trustee shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness at the time held by it, to the
same extent as any other holder of Senior Indebtedness and nothing contained in
this Indenture shall deprive the Trustee of any of its rights as such holder.

         Nothing contained in this Article shall apply to claims of or payments
to the Trustee (acting in any of its capacities) under or pursuant to Section
7.06 of the Base Indenture.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders

                                       23

<PAGE>

of Senior Indebtedness and the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders, the Company or
any other Person moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.

Section 6.9   Rights of Holders of Senior Indebtedness Not Impaired.

         No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

Section 6.10  Modification of Terms of Senior Indebtedness.

         Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders or the Trustee.

         No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions or any applicable
document, shall in any way alter or affect any of the provisions of this Article
or of the Debentures relating to the subordination thereof.

                                  ARTICLE VII

                    RIGHTS OF HOLDERS OF PREFERRED SECURITIES

Section 7.1   Preferred Security Holders' Rights.

         If the Property Trustee fails to enforce its rights under the
Debentures after a holder of Preferred Securities has made a written request,
the holder of Preferred Securities may, to the fullest extent permitted by law,
institute a legal proceeding directly against the Company to enforce the
Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other person or entity.

Section 7.2   Direct Action.

         Notwithstanding any other provision of the Indenture, for as long as
any Preferred Securities remain outstanding, to the fullest extent permitted by
law, if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay the principal of or premium,
if any, or interest on the Debentures on the date such principal, premium, if
any, or interest is otherwise payable, a holder of Preferred Securities may
institute, to the fullest extent permitted by law, a proceeding directly against
the Company (a "Direct Action") to enforce payment to such holder of the
principal of or premium, if any, or interest on Debentures having an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities of such holder.

Section 7.3   Payments Pursuant to Direct Actions.

                                       24

<PAGE>

         The Company shall have the right to set off against its obligations to
the Trust, as Holder, any payment made to a holder of Preferred Securities in
connection with a Direct Action.

                                  ARTICLE VIII

                                   REMARKETING

Section 8.1   Effectiveness of this Article.

         Except for Section 8.2(a) and 8.2(b), this Article VIII shall become
effective only upon a distribution of the Debentures upon dissolution of the
Trust which occurs prior to the Remarketing of the Preferred Securities pursuant
to the Declaration. Until such a distribution, or if such distribution occurs
after the Remarketing of the Preferred Securities pursuant to the Declaration,
this Article VIII (except for Section 8.2(a) and 8.2(b)) shall have no effect.

Section 8.2   Remarketing.

              (a)   In connection with a Remarketing of the Preferred
Securities:

                    (i)   in connection with a Remarketing of the Preferred
                          Securities upon an Optional Redemption Remarketing
                          Event or a Legal Cause Remarketing Event, the Accreted
                          Value of the Debentures as of the end of the day on
                          the day next preceding the Remarketing Date shall
                          become due on the date which is 180 days following the
                          Remarketing Date;

                    (ii)  beginning on the Remarketing Date, the rate of
                          interest per annum on the Accreted Value of the
                          Debentures shall become the Reset Rate on the Accreted
                          Value of the Securities established in the Remarketing
                          of the Preferred Securities; and

                    (iii) on the Remarketing Settlement Date, interest accrued
                          and unpaid on the Debentures from and including the
                          immediately preceding Interest Payment Date to, but
                          excluding, the Remarketing Settlement Date shall be
                          payable to the Holders of the Debentures on the
                          Special Record Date.

              (b)   In connection with a Remarketing of the Preferred Securities
and at any time thereafter, a purchaser may exchange its Preferred Securities
for its pro rata share of Debentures. In such event, the Administrative Trustees
shall cause Debentures held by the Property Trustee, having an aggregate
Accreted Value equal to the aggregate Accreted Value of the Preferred Securities
purchased by such purchaser and with accrued and unpaid interest equal to the
accumulated and unpaid Distributions on the Preferred Securities purchased by
such purchaser, and having the same record date for payment as the Preferred
Securities, to be distributed to such purchaser in exchange for such holders'
pro rata interest in the Trust. In such event, the Debentures held by the Trust
shall decrease by the amount of Debentures delivered to the purchaser of
Preferred Securities.

              (c)   The proceeds from the Remarketing of the Debentures shall be
paid to the selling holders; provided that upon an Optional Redemption
Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing
Event, the proceeds from the Remarketing of the Debentures that are held
pursuant to the Unit Agreement for which the holders of such Units have elected
to exercise their

                                       25

<PAGE>

Warrants shall be paid directly to the Warrant Agent to satisfy in full the
Exercise Price of the Warrants held by such holders with any excess proceeds
being paid to the selling holders.

         (d)   Upon the occurrence of an Optional Redemption Remarketing Event,
the Company shall cause a Remarketing of the Debentures and select a Remarketing
Date; provided, however, that the following conditions precedent are satisfied:

               (i)   as of the date on which the Company elects to cause a
                     Remarketing of the Debentures and on the Remarketing Date,
                     no Event of Default or deferral of interest payments to
                     Holders of the Debentures shall have occurred and be
                     continuing;

               (ii)  as of the date on which the Company elects to cause a
                     Remarketing of the Debentures and on the Remarketing Date,
                     the Warrant Requirements shall have been satisfied; and

               (iii) on the Remarketing Date, the Legal Requirements shall have
                     been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement
Date; provided, however, that the following conditions precedent are satisfied
on the Remarketing Settlement Date:

                     (A) the Warrant Requirements shall be satisfied; and

                     (B) pursuant to the Warrant Agreement, a redemption of the
                         Warrants of those holders who have not elected to
                         exercise their Warrants prior to or on such date shall
                         have been consummated.

If any of the foregoing conditions precedent are not satisfied, the Remarketing
cannot occur and the contemporaneous redemption of Warrants shall be canceled;
provided, however, that if:

               (x)   the Remarketing cannot occur because of a failure to
                     satisfy either the Warrant Requirements or the Legal
                     Requirements as of or on the relevant date or dates; and

               (y)   the Company is using its best efforts to satisfy such
                     Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a
subsequent date which is no later than the Expiration Date; provided, however,
that all applicable requirements and conditions precedents (including the timely
occurrence of an Optional Redemption Remarketing Event) are satisfied.

         (e)   Upon the occurrence of a Legal Cause Remarketing Event, the
Company shall cause a Remarketing of the Debentures and select a Remarketing
Date; provided, however, that the following conditions precedent are satisfied:

               (i)   as of the date on which the Company elects to cause a
                     Remarketing of the Debentures and on the Remarketing Date,
                     no Event of Default shall have occurred and be continuing;

                                       26

<PAGE>

               (ii)  as of the date on which the Company elects to cause a
                     Remarketing of the Debentures and on the Remarketing Date,
                     the Warrant Requirements shall have been satisfied; and

               (iii) on the Remarketing Date, the Legal Requirements shall have
                     been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement
Date; provided, however, that the following conditions precedent are satisfied
on the Remarketing Settlement Date:

                     (A) the Warrant Requirements shall be satisfied; and

                     (B) pursuant to the Warrant Agreement, a redemption of the
                         Warrants of those holders who have not elected to
                         exercise their Warrants on or prior to such date shall
                         have been consummated.

If any of the foregoing conditions precedent are not satisfied, the Remarketing
cannot occur and the contemporaneous redemption of Warrants shall be canceled;
provided, however, that if:

               (x)   the Remarketing cannot occur because of a failure to
                     satisfy either the Warrant Requirements or the Legal
                     Requirements as of or on the relevant date or dates; and

               (y)   the Company is using its best efforts to satisfy such
                     Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a
subsequent date which is no later than the Expiration Date; provided, however,
that all applicable requirements and conditions precedents (including the timely
occurrence of a Legal Cause Remarketing Event) are satisfied.

         (f)   On the Maturity Remarketing Date, a Remarketing of the Debentures
shall occur; provided, however, that on such date, the Legal Requirements (to
the extent applicable) shall have been satisfied.

         (g)   If, for any reason, a Remarketing of the Debentures does not
occur on the Maturity Remarketing Date, the Administrative Trustees shall give
notice thereof to all Holders of the Debentures (whether or not held pursuant to
the Unit Agreement) prior to the close of business on the Business Day following
the Maturity Remarketing Date. In such event:

               (i)   the rate of interest per annum on the Accreted Value of the
                     Debentures (which, on the Maturity Remarketing Date, shall
                     be equal to the principal amount of the Debentures) shall
                     become 11.10%

               (ii)  the Accreted Value of the Debentures shall be due and
                     payable on the day which is 180 days after the Maturity
                     Remarkable Date; and

               (iii) the Company no longer shall have the option to defer
                     payments of interest on the Debentures.

                                       27

<PAGE>

          (h)  Upon the occurrence of an Optional Redemption Remarketing Event
or a Legal Cause Remarketing Event, or upon the Maturity Remarketing Date, as
long as the Debentures are evidenced by a Global Debenture, deposited with the
Clearing Agency, the Company shall request, no fewer than three nor more than 18
Business days prior to the Remarketing Date, that the Depositary notify the
Holders of the Debentures of the Remarketing of the Debentures and of the
procedures that must be followed if such Holder of Debentures or holder of Units
wishes to opt not to participate in the Remarketing of the Debentures.

          (i)  Upon the occurrence of a Remarketing Event, all of the Debentures
(excluding the Debentures as to which the Holders thereof have opted not to
participate in the Remarketing (but including Debentures that are not held
pursuant to the Unit Agreement)) shall be remarketed by the Remarketing Agent.
Not later than 5:00 p.m. (New York City time) on the Business Day preceding the
Remarketing Date, each Holder of Debentures may elect not to have the Debentures
held by such Holder remarketed in the Remarketing. Holders of Debentures that
are not held pursuant to the Unit Agreement shall give such notice to the
Trustee and Holders of Debentures that are held pursuant to the Unit Agreement
shall give such notice to the Unit Agent. Holders of Debentures that do not give
notice of their intention not to participate in the Remarketing, shall be deemed
to have consented to the disposition of their Debentures in the Remarketing. Any
such notice shall be irrevocable and may not be conditioned upon the level at
which the Reset Rate is established in the Remarketing.

     Not later than 5:00 p.m. (New York City time) on the Business Day preceding
the Remarketing Date, the Trustee and the Unit Agent, as applicable, based on
the notices received by it prior to such time, shall notify the Trust, the
Company and the Remarketing Agent of the aggregate principal amount of
Debentures to be tendered for purchase in the Remarketing.

          (j)  The right of each Holder to have Debentures tendered for purchase
shall be limited to the extent that:

               (i)   the Remarketing Agent conducts a Remarketing pursuant to
                     the terms of the Remarketing Agreement;

               (ii)  the Remarketing Agent is able to find a purchaser or
                     purchasers for the Debentures deemed tendered; and

               (iii) such purchaser or purchasers deliver the purchase price
                     therefor to the Remarketing Agent.

          (k)  On the Remarketing Date, the Remarketing Agent shall use
commercially reasonable efforts to remarket the Debentures deemed tendered for
purchase at a price no less than 100% of the aggregate Accreted Value as of the
end of the day on the day next preceding the Remarketing Date.

          (l)  If, as a result of the efforts described in 8.2(k), the
Remarketing Agent determines that it will be able to remarket all of the
Debentures deemed tendered for purchase at the purchase price set forth in
Section 8.2(k) prior to 4:00 p.m. (New York City time) on the Remarketing Date,
the Remarketing Agent shall determine the Reset Rate, which shall be the rate
per annum (rounded to the nearest one-thousandth (0.001) of 1% per annum) that
the Remarketing Agent determines, in its sole judgment, to be the lowest rate
per annum that will enable it to remarket all of the Debentures deemed tendered
for Remarketing.

                                       28

<PAGE>

         (m)  If none of the Holders of the Debentures or the holders of the
Units elects to have their Debentures remarketed in the Remarketing, the Reset
Rate shall be the rate determined by the Remarketing Agent, in its sole
discretion, as the rate that would have been established had a Remarketing been
held on the Remarketing Date, and the related modifications to the others terms
of the Debentures and the Warrants shall be effective as of the Remarketing
Date.

         (n)  If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Debentures deemed tendered
for purchase, a Failed Remarketing shall be deemed to have occurred and the
Remarketing Agent shall so advise by telephone (promptly confirmed in writing)
the Depositary, the Property Trustee, the Trustee and the Administrative
Trustees on behalf of the Trust and the Company. The Administrative Trustees
shall then give notice of the Failed Remarketing to the Company and the Holders
of the Debentures prior to the close of business on the Business Day following
the Failed Remarketing Date. In the event of a Failed Remarketing:

              (i)   the Accreted Value of the Debentures as of the end of the
                    day on the day next preceding the Failed Remarketing Date
                    shall become due on the date which is 180 days following the
                    Failed Remarketing Date;

              (ii)  beginning on the Failed Remarketing Date, the rate of
                    interest per annum on the Accreted Value of the Debentures
                    shall become 11.10% from the Failed Remarketing Date to but
                    not including the Stated Maturity (as modified in connection
                    with such Failed Remarketing); and

              (iii) the Company no longer shall have the option to defer
                    payments of interest on the Debentures.

Notwithstanding a Failed Remarketing, subject to the satisfaction of the Legal
Requirements, the Warrants shall be redeemed at the Warrant Value and the
holders of Warrants shall have the option to exercise its Warrants in lieu of
such redemption, as provided in the Unit Agreement and the Warrant Agreement.

         (o)  By approximately 4:30 p.m. (New York City time) on the Remarketing
Date, so long as there has not been a Failed Remarketing, the Remarketing Agent
shall advise, by telephone (promptly confirmed in writing):

              (i)   the Depositary, the Property Trustee, the Trustee, the Trust
                    and the Company of the Reset Rate determined in the
                    Remarketing and the aggregate principal amount of Debentures
                    sold in the Remarketing;

              (ii)  each purchaser (or the Depositary participant thereof) of
                    the Reset Rate and the aggregate principal amount of
                    Debentures such purchaser is to purchase; and

              (iii) each purchaser to give instructions to its Depositary
                    participant to pay the purchase price on the Remarketing
                    Settlement Date in same day funds against delivery of the
                    Debentures purchased through the facilities of the
                    Depositary.

                                       29

<PAGE>

              (p) In accordance with the Depositary's normal procedures, on the
Remarketing Settlement Date, the transactions described above with respect to
each Debenture deemed tendered for purchase and sold in the Remarketing shall be
executed through the Depositary, and the accounts of the respective Depositary
participants shall be debited and credited and such Debentures delivered by
book-entry as necessary to effect purchases and sales of such Debentures. The
Depositary shall make payment in accordance with its normal procedures.

              (q) If any Holder of the Debentures selling such Debentures (or
any holder of Units selling the Debentures that are held pursuant to the Unit
Agreement) in the Remarketing fails to deliver such Debentures, the Depositary
participant of such selling Holder and of any other Person that was to have
purchased Debentures in the Remarketing may deliver to any such other Person an
aggregate principal amount of Debentures that is less than the aggregate
principal amount of Debentures that otherwise was to be purchased by such
Person. In such event, the aggregate principal amount of Debentures to be so
delivered shall be determined by such Depositary participant, and delivery of
such aggregate principal amount of Debentures shall constitute good delivery.

              (r) The Remarketing Agent is not obligated to purchase any
Debentures that otherwise would remain unsold in the Remarketing. Neither the
Trust, any Trustee, the Company nor the Remarketing Agent shall be obligated in
any case to provide funds to make payment upon tender of the Debentures for
Remarketing.

              (s) Under the Remarketing Agreement, the Company, in its capacity
as issuer of the Debentures, shall be liable for, and shall pay, any and all
costs and expenses incurred in connection with the Remarketing, and the Trust
shall not have any liabilities for such costs and expenses.

              (t) The tender and settlement procedures set forth in this Section
8.2, including provisions for payment by purchasers of the Debentures in the
Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the Debentures
at the time of the Remarketing, to facilitate the tendering and remarketing of
the Debentures in definitive form. In addition, the Remarketing Agent may modify
the settlement procedures set forth herein in order to facilitate the settlement
process.

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.1   Ratification of Indenture.

     The Indenture, as supplemented and amended by this First Supplemental
Indenture, is ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided. If any provision of this First Supplemental Indenture is
inconsistent with a provision of the Base Indenture, the terms of this First
Supplemental Indenture shall control.

Section 9.2   Trustee Not Responsible for Recitals.

     The recitals contained herein are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.

                                       30

<PAGE>

Section 9.3   Governing Law.

     This First Supplemental Indenture and each Debenture shall be governed by,
and construed in accordance with, the laws of the State of New York without
regard to principles of conflicts of laws.

Section 9.4   Severability.

     In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Debentures, but this First Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

Section 9.5   Counterparts.

     This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

                                       31

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.

                            NEW YORK COMMUNITY BANCORP, INC.

                            By: /s/ Anthony E. Burke
                                ------------------------------------------------
                                  Name:  Anthony E. Burke
                                  Title: Senior Executive Vice President

                            WILMINGTON TRUST COMPANY,
                            not in its individual capacity but solely as Trustee

                            By: /s/ W. Chris Sponenberg
                                ------------------------------------------------
                                  Name:  W. Chris Sponenberg
                                  Title: Vice President

                                       32

<PAGE>

                                                                       EXHIBIT A

                               [FACE OF DEBENTURE]

[INSERT ONLY IF A GLOBAL DEBENTURE: THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO
TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY,
ANOTHER NOMINEE OF THE DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OR SUCH
NOMINEE) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY, ANOTHER NOMINEE OF THE
DEPOSITARY OR A SUCCESSOR OF SUCH DEPOSITARY OR SUCH A NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS NOMINEE (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS NOMINEE), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                        NEW YORK COMMUNITY BANCORP, INC.

     6.000% Junior Subordinated Deferrable Interest Debenture due 2051

Certificate No.:                                                  $

     This Debenture is one of a duly authorized series of Debt Securities of New
York Community Bancorp, Inc. (the "Debentures"), all issued under and pursuant
to an Indenture dated as of November 4, 2002, duly executed and delivered by New
York Community Bancorp, Inc., a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to)
and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture thereto dated as
of November 4, 2002, between the Company and the Trustee (such Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the

                                      A-1

<PAGE>

Debentures. By the terms of the Indenture, the Debt Securities are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Debt Securities is
limited in aggregate principal amount to $283,505,200.

     The Company, for value received, hereby promises to pay to Cede & Co., Inc.
or its registered assigns, the principal sum Two Hundred Eighty-Three Million
Five Hundred Five Thousand Two Hundred Dollars ($283,505,200) on November 1,
2051 (or such earlier date as determined in connection with a Remarketing).

     Interest Payment Dates: February 1, May 1, August 1 and November 1,
commencing on February 1, 2003.

     Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      A-2

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed manually or by facsimile by its duly authorized officers under its
corporate seal.

NEW YORK COMMUNITY BANCORP, INC.


By:__________________________________
   Name:
   Title:


Trustee's Certificate of Authentication

This is one of the 6.000% Subordinated Junior Deferrable Interest Debentures due
2051 referred to in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Trustee

By:__________________________________
          Authorized Officer


Dated:

_______________, 2002

                                      A-3

<PAGE>

                             [REVERSE OF DEBENTURE]

                        NEW YORK COMMUNITY BANCORP, INC.

     6.000% Subordinated Junior Deferrable Interest Debentures due 2051

     Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.   Principal and Interest.

     New York Community Bancorp, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Debenture at the Coupon
Rate from and including November 4, 2002, to, but excluding, the Remarketing
Date, and on the Accreted Value of this Debenture on the Remarketing Date at the
Reset Rate from and including the Remarketing Date to, but excluding, the Stated
Maturity. The Company will pay interest on this Debenture quarterly in arrears
on February 1, May 1, August 1 and November 1 of each year (each an "Interest
Payment Date"), commencing on February 1, 2003. Interest not paid on the
scheduled Interest Payment Date will accrue and compound quarterly at the Coupon
Rate of the principal amount of this Debenture or the Reset Rate of the Accreted
Value of this Debenture, as the case may be.

     Interest on the Debentures shall be computed (i) for any full quarterly
90-day period on the basis of a 360-day year of twelve 30-day months, (ii) for
any period shorter than a full quarterly 90-day period, on the basis of a 30-day
month and (iii) for any period less than a 30-day month, on the basis of the
actual number of days elapsed in the 30-day month.

2.   Optional Deferral of Interest.

     As long as no Event of Default has occurred and is continuing, and as
long as a Failed Remarketing has not occurred, the Company has the right, at any
time and from time to time, to defer payments of interest on the Debentures by
extending the interest payment period on the Debentures for a period (each, an
"Extension Period") not exceeding 20 consecutive quarters, during which
Extension Period no interest shall be due and payable on the Debentures;
provided, however, that no Extension Period shall end on a date other than an
Interest Payment Date for the Debentures or extend beyond the Stated Maturity.
Upon the occurrence of a Failed Remarketing, any such Extension Period shall
terminate, and interest shall become payable in cash on the next Interest
Payment Date. Despite such deferral, interest shall continue to accrue with
additional interest thereon (to the extent permitted by applicable law) at the
Coupon Rate of the principal amount of the Debentures or Reset Rate of the
Accreted Value of the Debentures, as applicable, compounded quarterly during any
such Extension Period ("Compounded Interest"). Prior to the termination of any
such Extension Period, the Company may further defer payments of interest by
further extending such Extension Period; provided, however, that such Extension
Period, together with all such previous and further extensions of such Extension
Period, may not exceed 20 consecutive quarters or extend beyond the Stated
Maturity. At the termination of any Extension Period, the Company shall pay all
interest then accrued and unpaid, plus Compounded Interest. Upon the termination
of any Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, subject to the above requirements.

     The Company shall pay all deferred interest and Compounded Interest on
the Debentures prior to the exercise of its right to cause a Remarketing of the
Debentures.

                                      A-4

<PAGE>

     During an Extension Period, the Company may not:

     (a)  declare or pay any dividend on, make any distributions relating to, or
redeem, purchase, acquire, or make a liquidation payment relating to, any of its
capital stock, or any warrants, options or other rights to acquire capital stock
(but excluding any debt security that is convertible into or exchangeable for
capital stock); or

     (b)  make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank on a
parity with or junior in interest to the Debentures or make any payments with
respect to any guarantee by the Company of the debt securities of any subsidiary
of the Company if such guarantee ranks on a parity with or junior in interest to
the Debentures;

     in each case, other than:

          (i)   dividends or distributions in capital stock (or rights to
                acquire capital stock) of the Guarantor;

          (ii)  payments under the Guarantee;

          (iii) any declaration of a dividend in connection with the
                implementation of a shareholders' rights plan, or the issuance
                of stock under any such plan in the future, or the redemption or
                repurchase of any such rights pursuant to a rights agreement;

          (iv)  repurchases or acquisitions of shares of capital stock of the
                Guarantor in connection with the satisfaction by the Guarantor
                of its obligations under any employee benefit plans or any other
                contractual obligation of the Guarantor; or

          (v)   as a result of an exchange or conversion of the Guarantor's
                capital stock for another class or series of the Guarantor's
                capital stock;

          (vi)  the purchase of fractional interests in shares of the
                Guarantor's capital stock pursuant to the conversion or exchange
                provisions of such capital stock or the security being converted
                orexchanged; and

          (vii) repurchases of capital stock of the Guarantor in connection with
                the satisfaction by the Guarantor of its obligations pursuant to
                any acquisitions of businesses made by the Guarantor (which
                repurchases are made in connection with the satisfaction of
                indemnification obligations of the sellers of such businesses).

3.   Method of Payment.

     Interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest. As long as the
Debentures are represented by a Global Debenture, the Regular Record Dates for
the

                                       A-5

<PAGE>

Debentures shall be the Business Day preceding the corresponding Interest
Payment Date. If the Debentures are issued in definitive form, the Regular
Record Dates for the Debentures shall be at least one Business Day prior to the
corresponding Interest Payment Date.

4.   Paying Agent and Security Registrar.

     Initially, the Trustee will act as Paying Agent and Security Registrar. The
Company may change the Paying Agent and Security Registrar without notice to any
Holder.

5.   Indenture.

     The Company issued this Debenture under an Indenture, dated as of November
4, 2002 (the "Base Indenture"), between the Company and Wilmington Trust
Company, as trustee (the "Trustee"), as amended and supplemented by the First
Supplemental Indenture, dated as of November 4, 2002 (the "First Supplemental
Indenture," together with the Base Indenture, the "Indenture"), between the
Company and the Trustee. To the extent that any provision contained in the First
Supplemental Indenture shall conflict with a provision contained in the Base
Indenture, the provisions in the First Supplemental Indenture shall control and
to the extent that any provision contained in the Indenture shall conflict with
a provision contained in this Debenture, the provision in the Indenture shall
control.

6.   Redemption.

     The Company shall have no right to redeem the Debentures.

7.   Sinking Fund.

     The Debentures will not be subject to a sinking fund provision.

8.   Limited Right to Require Exchange of Preferred Securities and Repurchase of
     Debentures.

     Pursuant to Section 6.7 of the Declaration, in the event a holder of a Unit
exercises a Warrant on a date other than a Remarketing Settlement Date and
elects to exercise its Repurchase Right, the Company shall be required to
repurchase at the Repurchase Price on the applicable Special Distribution Date
Debentures having a principal amount at maturity on the date of the exchange of
Preferred Securities for Debentures equal to the stated liquidation amount of
the exchanged Preferred Securities on such exchange date.

9.   Change of Control Right to Require Exchange of Preferred Securities and
     Repurchase of Debentures.

     Pursuant to Section 6.8 of the Declaration, in the event of a Change of
Control and the holder of a Unit or the holder of a Preferred Security, as the
case may be, elects to exercise its Change of Control Repurchase Right, the
Company shall be required to repurchase at the Change of Control Repurchase
Price on the Change of Control Repurchase Date Debentures having an Accreted
Value on the date of exchange equal to the Accreted Value of the exchange
Preferred Securities on such exchange date.

                                      A-6

<PAGE>

10.  Distribution of Debentures in Exchange for Trust Securities Upon the
     Occurrence of a Special Event.

     If at any time a Special Event occurs and certain conditions set forth in
Section 2.9(b) of the First Supplemental Indenture are satisfied, the
Administrative Trustees may dissolve the Trust and, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, cause the
Debentures held by the Property Trustee to be distributed to the holders of
Trust Securities in liquidation of such holders' interests in the Trust on a Pro
Rata basis, upon not less than 30 nor more than 60 days notice, within the
90-Day Period, and, simultaneous with such distribution, to cause a Like Amount
of the Securities to be exchanged by the Trust on a Pro Rata basis.

     A Debenture Distribution Notice, which notice shall be irrevocable, shall
be given by the Trust by mail to each holder of Trust Securities as provided in
the Indenture.

     In the event of a dissolution of the Trust and a distribution of the
Debentures, the Company shall have the same right, and shall be subject to same
terms and conditions, to cause a Remarketing of the Debentures as the Company
has and is subject to under Section 6.6 of the Declaration to cause a
Remarketing of the Preferred Securities.

11.  Remarketing.

     In connection with a Remarketing of the Preferred Securities:

          (i)    in connection with a Remarketing of the Preferred Securities
                 upon an Optional Redemption Remarketing Event or a Legal Cause
                 Remarketing Event, the Accreted Value of the Debentures as of
                 the end of the day on the day next preceding the Remarketing
                 Date shall become due on the date which is 180 days following
                 the Remarketing Date;

          (ii)   beginning on the Remarketing Date, the rate of interest per
                 annum on the Accreted Value of the Debentures shall become the
                 Reset Rate on the Accreted Value of the Securities established
                 in the Remarketing of the Preferred Securities; and

          (iii)  on the Remarketing Settlement Date, interest accrued and unpaid
                 on the Debentures from and including the immediately preceding
                 Interest Payment Date to, but excluding, the Remarketing
                 Settlement Date shall be payable to the Holders of the
                 Debentures on the Special Record Date.

     In connection with a Remarketing of the Preferred Securities and at any
time thereafter, a purchaser may exchange its Preferred Securities for its pro
rata share of Debentures. In such event, the Administrative Trustees shall cause
Debentures held by the Property Trustee, having an aggregate Accreted Value
equal to the aggregate Accreted Value of the Trust Securities purchased by such
purchaser and with accrued and unpaid interest equal to the accumulated and
unpaid Distributions on the Trust Securities purchased by such purchaser, and
having the same record date for payment as the Preferred Securities, to be
distributed to such purchaser in exchange for such Holders' pro rata interest in
the Trust. In such event, the Debentures held by the Trust shall decrease by the
amount of Debentures delivered to the purchaser of Trust Securities.

                                      A-7

<PAGE>

     Except as set forth herein, the following Remarketing provisions shall
become effective only upon a distribution of the Debentures upon dissolution of
the Trust which occurs prior to the Remarketing of the Preferred Securities
pursuant to the Declaration. Until such a distribution, or if such distribution
occurs after the Remarketing of the Preferred Securities pursuant to the
Declaration, the following Remarketing provisions shall have no effect.

     The proceeds from the Remarketing of the Debentures shall be paid to the
selling Holders; provided, however, that upon an Optional Redemption Remarketing
Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of
the Debentures that are held pursuant to the Unit Agreement for which the
holders of such Units have elected to exercise their Warrants shall be paid
directly to the Warrant Agent to satisfy in full the Exercise Price of the
Warrants held by such holders with any excess proceeds being paid to the selling
Holders.

     Upon the occurrence of an Optional Redemption Remarketing Event, the
Company shall cause a Remarketing of the Debentures and select a Remarketing
Date; provided, however, that the following conditions precedent are satisfied:

          (i)    as of the date on which the Company elects to cause a
                 Remarketing of the Debentures and on the Remarketing Date, no
                 Event of Default or deferral of interest payments to Holders of
                 the Debentures shall have occurred and be continuing;

          (ii)   as of the date on which the Company elects to cause a
                 Remarketing of the Debentures and on the Remarketing Date, the
                 Warrant Requirements shall have been satisfied; and

          (iii)  on the Remarketing Date, the Legal Requirements shall have been
                 satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement
Date; provided, however, that the following conditions precedent are satisfied
on the Remarketing Settlement Date:

     (A)  the Warrant Requirements shall be satisfied; and

     (B)  pursuant to the Warrant Agreement, a redemption of the Warrants of
          those holders who have not elected to exercise their Warrants on or
          prior to such date shall have been consummated.

If any of the foregoing conditions precedent are not satisfied, the Remarketing
cannot occur and the contemporaneous redemption of Warrants shall be canceled;
provided, however, that if:

          (x)    the Remarketing cannot occur because of a failure to satisfy
                 either the Warrant Requirements or the Legal Requirements as of
                 or on the relevant date or dates; and

          (y)    the Company is using its best efforts to satisfy such
                 Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a
subsequent date which is no later than the Expiration Date; provided, however,
that all applicable requirements and conditions precedents (including the timely
occurrence of an Optional Redemption Remarketing Event) are satisfied.

                                      A-8

<PAGE>

     Upon the occurrence of a Legal Cause Remarketing Event, the Company shall
cause a Remarketing of the Debentures and select a Remarketing Date; provided,
however, that the following conditions precedent are satisfied:

          (i)    as of the date on which the Company elects to cause a
                 Remarketing of the Debentures and on the Remarketing Date, no
                 Event of Default shall have occurred and be continuing;

          (ii)   as of the date on which the Company elects to cause a
                 Remarketing of the Debentures and on the Remarketing Date, the
                 Warrant Requirements shall have been satisfied; and

          (iii)  on the Remarketing Date, the Legal Requirements shall have been
                 satisfied.

          The settlement of the Remarketing shall occur on the Remarketing
Settlement Date; provided, however, that the following conditions precedent are
satisfied on the Remarketing Settlement Date:

          (A)    the Warrant Requirements shall be satisfied; and

          (B)    pursuant to the Warrant Agreement, a redemption of the Warrants
                 of those holders who have not elected to exercise their
                 Warrants on or prior to such date shall have been consummated.

If any of the foregoing conditions precedent are not satisfied, the Remarketing
cannot occur and the contemporaneous redemption of Warrants shall be canceled;
provided, however, that if:

     (x)         the Remarketing cannot occur because of a failure to satisfy
either the Warrant Requirements or the Legal Requirements as of or on the
relevant date or dates; and

     (y)         the Company is using its best efforts to satisfy such
Requirements; the Company shall have the right to cause a Remarketing of the
Debentures on a subsequent date which is no later than the Expiration Date;
provided, however, that all applicable requirements and conditions precedents
(including the timely occurrence of a Legal Cause Remarketing Event) are
satisfied.

     On the Maturity Remarketing Date, a Remarketing of the Debentures shall
occur; provided, however, that on such date, the Legal Requirements (to the
extent applicable) shall have been satisfied.

     If, for any reason, a Remarketing of the Debentures does not occur on the
Maturity Remarketing Date, the Administrative Trustees shall give notice thereof
to all Holders of Debentures (whether or not held pursuant to the Unit
Agreement) prior to the close of business on the Business Day following the
Maturity Remarketing Date. In such event:

     (i)         the rate of interest per annum on the Accreted Value of the
Debentures (which, on the Maturity Remarketing Date, shall be equal to the
principal amount of the Debentures) shall become 11.10%; and

     (ii)        the Accreted Value of the Debentures shall be due and payable
on the day which is 180 days after the Maturity Remarketing Date; and

                                       A-9

<PAGE>

     (iii)   the Company no longer shall have the option to defer payments of
interest on the Debentures.

     Upon the occurrence of an Optional Redemption Remarketing Event or a Legal
Cause Remarketing Event, or upon the Maturity Remarketing Date, as long as the
Debentures are evidenced by a Global Debenture, deposited with the Depositary,
the Company shall request, no fewer than three nor more than 18 Business Days
prior to the Remarketing Date, that the Depositary notify the Holders of the
Debentures of the Remarketing of the Debentures and of the procedures that must
be followed if such Holder of Debentures or holder of Units wishes to opt not to
participate in the Remarketing of the Debentures.

     Upon the occurrence of a Remarketing Event, all of the Debentures
(excluding the Debentures as to which the Holders thereof have opted not to
participate in the Remarketing (but including Debentures that are not held
pursuant to the Unit Agreement)) shall be remarketed by the Remarketing Agent.
Not later than 5:00 p.m. (New York City time) on the Business Day preceding the
Remarketing Date, each Holder of Debentures may elect not to have the Debentures
held by such Holder remarketed in the Remarketing. Holders of Debentures that
are not held pursuant to the Unit Agreement shall give such notice to the
Trustee and Holders of Debentures that are held pursuant to the Unit Agreement
shall give such notice to the Unit Agent. Holders of Debentures that do not give
notice of their intention not to participate in the Remarketing shall be deemed
to have consented to the disposition of their Debentures in the Remarketing. Any
such notice shall be irrevocable and may not be conditioned upon the level at
which the Reset Rate is established in the Remarketing.

     Not later than 5:00 p.m. (New York City time) on the Business Day preceding
the Remarketing Date, the Trustee and the Unit Agent, as applicable, based on
the notices received by it prior to such time, shall notify the Trust, the
Company and the Remarketing Agent of the aggregate principal amount of
Debentures to be tendered for purchase in the Remarketing.

     The right of each Holder to have Debentures tendered for purchase shall be
limited to the extent that:

     (i)     the Remarketing Agent conducts a Remarketing pursuant to the terms
of the Remarketing Agreement;

     (ii)    the Remarketing Agent is able to find a purchaser or purchasers for
the Debentures deemed tendered; and

     (iii)   such purchaser or purchasers deliver the purchase price therefor to
the Remarketing Agent.

     On the Remarketing Date, the Remarketing Agent shall use commercially
reasonable efforts to remarket the Debentures deemed tendered for purchase at a
price no less than 100% of the aggregate Accreted Value as of the end of the day
on the day next preceding the Remarketing Date.

     If, as a result of the efforts described herein, the Remarketing Agent
determines that it will be able to remarket all of the Debentures deemed
tendered for purchase at the purchase price set forth above prior to 4:00 p.m.
(New York City time) on the Remarketing Date, the Remarketing Agent shall
determine the Reset Rate, which shall be the rate per annum (rounded to the
nearest one-thousandth (0.001) of 1% per annum) that the Remarketing Agent
determines, in its sole judgment, to be the lowest rate per annum that will
enable it to remarket all of the Debentures deemed tendered for Remarketing.

                                      A-10

<PAGE>

         If none of the Holders of the Debentures or the holders of the Units
elects to have their Debentures remarketed in the Remarketing, the Reset Rate
shall be the rate determined by the Remarketing Agent, in its sole discretion,
as the rate that would have been established had a Remarketing been held on the
Remarketing Date, and the related modifications to the others terms of the
Debentures and the Warrants shall be effective on the Remarketing Date.

         If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Debentures deemed tendered
for purchase, a Failed Remarketing shall be deemed to have occurred and the
Remarketing Agent shall so advise by telephone the Depositary, the Property
Trustee, the Trustee and the Administrative Trustees on behalf of the Trust and
the Company. The Administrative Trustees shall then give notice of the Failed
Remarketing to the Company and the Holders of the Debentures prior to the close
of business on the Business Day following the Failed Remarketing Date. In the
event of a Failed Remarketing:

         (i)    the Accreted Value of the Debentures as of the end of the day on
the day next preceding the Failed Remarketing Date shall become due on the date
which is 180 days following the Failed Remarketing Date;

         (ii)   beginning on the Failed Remarketing Date, the rate of interest
per annum on the Accreted Value of the Debentures shall become 11.10% to but not
including the Stated Maturity (as modified in connection with such Failed
Remarketing); and

         (iii)  the Company no longer shall have the option to defer payments of
interest on the Debentures.

Notwithstanding a Failed Remarketing, subject to the satisfaction of the Legal
Requirements, the Warrants shall be redeemed at the Warrant Value and a holders
of Warrants shall have the option to exercise its Warrants in lieu of such
redemption, as provided in the Unit Agreement and the Warrant Agreement.

         By approximately 4:30 p.m. (New York City time) on the Remarketing
Date, so long as there has not been a Failed Remarketing, the Remarketing Agent
shall advise, by telephone:

         (i)    the Depositary, the Property Trustee, the Trustee, the Trust and
the Company of the Reset Rate determined in the Remarketing and the aggregate
principal amount of Debentures sold in the Remarketing;

         (ii)   each purchaser (or the Depositary participant thereof) of the
Reset Rate and the aggregate principal amount of Debentures such purchaser is to
purchase; and

         (iii)  each purchaser to give instructions to its Depositary
participant to pay the purchase price on the Remarketing Settlement Date in same
day funds against delivery of the Debentures purchased through the facilities of
the Depositary.

         In accordance with the Depositary's normal procedures, on the
Remarketing Settlement Date, the transactions described above with respect to
each Debenture deemed tendered for purchase and sold in the Remarketing shall be
executed through the Depositary, and the accounts of the respective Depositary
participants shall be debited and credited and such Debentures delivered by
book-entry as necessary to effect purchases and sales of such Debentures. The
Depositary shall make payment in accordance with its normal procedures.

                                      A-11

<PAGE>

       If any Holder of the Debentures selling such Debentures (or any holder of
Units selling the Debentures that are held pursuant to the Unit Agreement) in
the Remarketing fails to deliver such Debentures, the Depositary participant of
such selling Holder and of any other Person that was to have purchased
Debentures in the Remarketing may deliver to any such other Person an aggregate
principal amount of Debentures that is less than the aggregate principal amount
of Debentures that otherwise was to be purchased by such Person. In such event,
the aggregate principal amount of Debentures to be so delivered shall be
determined by such Depositary participant, and delivery of such aggregate
principal amount of Debentures shall constitute good delivery.

       The Remarketing Agent is not obligated to purchase any Debentures that
otherwise would remain unsold in the Remarketing. Neither the Trust, any
Trustee, the Company nor the Remarketing Agent shall be obligated in any case to
provide funds to make payment upon tender of the Debentures for Remarketing.

       Under the Remarketing Agreement, the Company, as issuer of the
Debentures, shall be liable for, and shall pay, any and all costs and expenses
incurred in connection with the Remarketing, and the Trust shall not have any
liabilities for such costs and expenses.

       The tender and settlement procedures set forth herein, including
provisions for payment by purchasers of the Debentures in the Remarketing, shall
be subject to modification to the extent required by the Depositary or if the
book-entry system is no longer available for the Debentures at the time of the
Remarketing, to facilitate the tendering and remarketing of the Debentures in
definitive form. In addition, the Remarketing Agent may modify the settlement
procedures set forth herein in order to facilitate the settlement process.

12.    Subordination.

       The payment of principal of and interest on this Debenture is, to the
extent and in the manner provided in the Indenture, subordinated and subject in
right of payment to the prior payment in full of all amounts then due on all
Senior Indebtedness of the Company, and this Debenture is issued subject to such
subordination provisions of the Indenture with respect thereto. Each Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.

13.    Defaults and Remedies.

       The Indenture provides that an Event of Default with respect to the
Debentures occurs when any of the following occurs:

              (a) default in the payment, when due, of interest on any Debenture
and the default continues for a period of 30 days; provided, however, that
during any Extension Period for the Debentures, failure to pay interest on the
Debentures shall not constitute a Default or Event of Default;

              (b) default in the payment of the principal of or premium, if any,
on any Debenture when it becomes due, whether at maturity, upon any redemption,
by declaration of acceleration of maturity or otherwise;

                                      A-12

<PAGE>

              (c) default in the performance or breach of any covenant or
agreement of the Company in the Indenture (other than a covenant or agreement a
default in the performance or the breach of which is elsewhere in Section 6.01
of the Base Indenture specifically dealt with or which has been expressly
included solely in the First Supplemental Indenture), and continuance of such
breach or default for a period of 90 days after receipt by the Company of a
"Notice of Default";

              (d) a court of competent jurisdiction enters:

                  (i)    a decree or order for relief in respect of the Company
              in an involuntary proceeding under any applicable Bankruptcy Law
              and such decree or order shall remain unstayed and in effect for a
              period of 60 consecutive days; or

                  (ii)   a decree or order adjudging the Company to be
              insolvent, or approving a petition seeking reorganization,
              arrangement, adjustment or composition of the Company and such
              decree or order shall remain unstayed and in effect for a period
              of 60 consecutive days; or

                  (iii)  a final and non-appealable order appointing a Custodian
              of the Company or of any substantial part of the property of the
              Company, or ordering the winding up or liquidation of the affairs
              of the Company;

              (e) the Company pursuant to or within the meaning of any
Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to
the entry of an order for relief against it in an involuntary case or
proceeding; (iii) files a petition or answer or consent seeking reorganization
or relief or consents to such filing or to the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
and such Custodian is not discharged within 60 days; (iv) makes a general
assignment for the benefit of its creditors; or (v) admits in writing its
inability to pay its debts generally as they become due;

              (f) the Company defaults in the payment of principal of or
premium, if any, on any of the Debentures when it becomes due and payable at
Stated Maturity, upon exercise of a Repurchase Right, upon exercise of a Change
of Control Repurchase Right or otherwise, whether or not such payment is
prohibited by the subordination provisions of Article 6 of the First
Supplemental Indenture;

              (g) the Company defaults in the payment of interest on any of the
Debentures when it becomes due and payable and such default continues for a
period of 30 days after written notice of such failure shall have been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Outstanding Debentures,
whether or not such payment is prohibited by the subordination provisions of
Article 6 of the First Supplemental Indenture; provided, however, that a valid
extension of the interest payment period does not constitute a default in the
payment of interest;

              (h) the Company fails to perform or observe any other term,
covenant or agreement contained in the Debentures or the Indenture (other than a
covenant included in the Indenture solely for the benefit of any series of Debt
Securities other than the Debentures) and such default continues for a period of
90 days after written notice of such failure is given as specified in the
Indenture; or

              (i) the Trust shall have voluntarily or involuntarily dissolved,
wound up its business or otherwise terminated its existence, except in
connection with:

                                      A-13

<PAGE>

                  (i)    the distribution of the Debentures held by the Trust to
                         the holders of the Trust Securities in liquidation of
                         the Trust or their interests in the Trust;

                  (ii)   the redemption of all of the outstanding Trust
                         Securities; or

                  (iii)  certain mergers, consolidations, conversions,
                         amalgamations, replacements or other transactions
                         involving the Trust, each as permitted under the
                         Declaration.

       If an Event of Default shall occur and be continuing, the principal of
all of the Debentures may be declared due and payable, in the manner, with the
effect provided in the Indenture.

14.    Amendment; Supplement; Waiver.

       The Indenture contains provisions permitting the Company and the Trustee,
without the consent of any Holder, to execute supplemental indentures modifying
certain provisions of the Indenture, provided that no such modification has a
material adverse effect on the interests of the Holders.

       In addition, the Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures and all other series of Debt
Securities affected at the time Outstanding, to execute supplemental indentures
for the purpose of modifying or amending the Indenture and the Debentures,
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Debentures; provided, however, that
affected no such supplemental indenture may, without the consent of the Holder
of each outstanding Debenture at the time Outstanding, among other things:

                  (i)    change the Stated Maturity of the principal of, or any
                         installment of principal or interest on, any Debenture;

                  (ii)   reduce the principal amount of, premium, if any, or the
                         rate of interest on any Debenture;

                  (iii)  change the place of payment where the Debentures or any
                         premium or interest thereon is payable;

                  (iv)   impair the right to institute suit for the enforcement
                         of any such payment on or with respect to the
                         Debentures;

                  (v)    reduce the above-stated percentage in principal amount
                         of Debentures, the Holders of which are required to
                         modify or amend the Indenture, to consent to any waiver
                         thereunder or to approve any supplemental indenture;

                  (vi)   change any obligation of the Company to maintain an
                         office or agency in the places and for the purposes
                         required by the Indenture; or

                  (vii)  modify any of the above provisions;

                                      A-14

<PAGE>

provided, further, that if the Debentures are held by the Property Trustee, no
such supplemental indenture shall be effective until the holders of not less
than 66 2/3% of the aggregate liquidation amount of the Trust Securities shall
have consented to such supplemental indenture; provided, further, that where the
consent of the Holders of more than 66 2/3% of the aggregate principal amount of
the Debentures is required under the Indenture, no such supplemental indenture
shall be effective until the holders of at least the same proportion in
aggregate liquidation amount of the Trust Securities shall have consented to
such supplemental indenture.

       The Indenture also contains provisions permitting the Holders of not less
than a majority in aggregate principal amount of the Debentures then
Outstanding, on behalf of all of the Holders of the Debentures, to waive any
past default with respect to the Debentures, except for (i) a default in the
payment of the principal of, premium, if any, or interest on any of the
Debentures and (ii) a default in respect of a covenant or provision that cannot
be modified or amended without the consent of the Holders of each Debenture then
Outstanding. No such waiver shall be effective until the holders of a majority
in aggregate stated liquidation amount of Trust Securities shall have consented
to such waiver; provided that where a consent under the Indenture would require
the Holders of more than a majority in principal amount of Debentures, no such
waiver shall be effective until the holders of at least the same proportion in
aggregate stated liquidation amount of Trust Securities shall have consented to
such waiver.

15.    Restrictive Covenants.

       The Indenture requires the Company, for as long as the Preferred
Securities remain outstanding, to:

              (a) maintain, directly or indirectly, 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Company under
the Indenture may succeed to the Company's ownership of such Common Securities;

              (b) use its reasonable efforts to cause the Trust to (i) remain a
statutory trust, except in connection with the distribution of the Debentures to
the Holders, the redemption of all of the Securities, or certain mergers,
consolidations, conversions or amalgamations, each as permitted by the
Declaration, (ii) not to voluntarily dissolve, wind up, liquidate or be
terminated, except as permitted by this Declaration and (iii) otherwise continue
to be classified as a grantor trust for United States federal income tax
purposes;

              (c) use its commercially reasonable efforts to ensure that the
Trust will not be an "investment company" required to be registered under the
Investment Company Act of 1940, as amended;

              (d) not to take any action that would be reasonably likely to
cause the Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes; and

              (e) use its reasonable best efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Debentures.

       The Indenture also imposes certain limitations on the ability of the
Company to, among other things, merge, consolidate or sell, assign, transfer or
lease all or substantially all of its properties or assets. Such covenants and
limitations are subject to a number of important qualifications and exceptions.
The Company must report periodically to the Trustee on compliance with the
covenants in the Indenture.

                                      A-15

<PAGE>

16.    Denomination; Transfer; Exchange.

       The Debentures of this series are issuable only in registered form
without coupons in denominations of $50 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

       As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof on the
Register of the Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Trustee in the City and State of New
York accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.

17.    Persons Deemed Owners.

       The registered Holder of this Debenture shall be treated as its owner for
all purposes.

18.    Defeasance.

       Subject to certain conditions contained in the Indenture, at any time
some or all of the Debentures and the Indenture may be terminated if the Company
deposits with the Trustee money and/or U.S. Government Obligations sufficient to
pay the principal of and interest on the Debentures to Stated Maturity,
including as adjusted to 180 days following the Remarketing Date, if applicable.

19.    No Recourse Against Others.

       No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

20.    Authentication.

       This Debenture shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Debenture.

21.    Governing Law.

       The Indenture and this Debenture shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                      A-16

<PAGE>

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBENTURE

       The following increases or decreases in this Global Certificate have been
 made:

<TABLE>
<CAPTION>
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               Amount of decrease in   Amount of increase in    Debentures evidenced
               Principal Amount of     Principal Amount of      by this Global
               Debentures evidenced    Debentures evidenced     Debenture following    Signature of
               by this Global          by this Global           such decrease          authorized officer of
      Date     Debenture               Debenture                or increase            Agent
------------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>                      <C>                    <C>
------------------------------------------------------------------------------------------------------------

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</TABLE>

                                      A-17