<PAGE>

                                                                     Exhibit 4.1




                       NEW YORK COMMUNITY CAPITAL TRUST V


                    AMENDED AND RESTATED DECLARATION OF TRUST

                          Dated as of November 4, 2002

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                               TABLE OF CONTENTS

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ARTICLE I    INTERPRETATION AND DEFINITIONS .....................................................     1

     Section 1.1.   Interpretation ..............................................................     1

     Section 1.2.   Definitions .................................................................     2

ARTICLE II   TRUST INDENTURE ACT ................................................................    15

     Section 2.1.   Trust Indenture Act; Application ............................................    15

     Section 2.2.   Lists of Holders ............................................................    15

     Section 2.3.   Reports by the Property Trustee .............................................    16

     Section 2.4.   Periodic Reports to the Property Trustee ....................................    16

     Section 2.5.   Evidence of Compliance with Conditions Precedent ............................    16

     Section 2.6.   Trust Enforcement Events; Waiver ............................................    16

     Section 2.7.   Trust Enforcement Events; Notice ............................................    18

ARTICLE III  ORGANIZATION .......................................................................    18

     Section 3.1.   Name ........................................................................    18

     Section 3.2.   Office ......................................................................    18

     Section 3.3.   Purpose .....................................................................    18

     Section 3.4.   Authority ...................................................................    19

     Section 3.5.   Title to Property of the Trust ..............................................    19

     Section 3.6.   Prohibition of Actions by the Trust and the Trustees ........................    20

     Section 3.7.   Powers and Duties of the Administrative Trustees ............................    21

     Section 3.8.   Powers and Duties of the Property Trustee ...................................    23

     Section 3.9.   Certain Duties and Responsibilities of the Property Trustee .................    25

     Section 3.10.  Certain Rights of the Property Trustee ......................................    27

     Section 3.11.  Powers and Duties of the Delaware Trustee ...................................    29

     Section 3.12.  Not Responsible for Recitals or Issuance of Securities ......................    30

     Section 3.13.  Duration of the Trust .......................................................    30

     Section 3.14.  Mergers, Consolidations, Conversions, Amalgamations or Replacements
                    of the Trust ................................................................    30

     Section 3.15.  Property Trustee May File Proofs of Claim ...................................    32

ARTICLE IV   SPONSOR ............................................................................    33

     Section 4.1.   Responsibilities of the Company .............................................    33

     Section 4.2.   Indemnification and Expenses of the Trustees ................................    33

     Section 4.3.   Right to Proceed ............................................................    34
</TABLE>

                                       i

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                               TABLE OF CONTENTS
                                  (continued)

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ARTICLE V   TRUSTEES ................................................................   34

    Section 5.1.   Number of Trustees ...............................................   34

    Section 5.2.   Delaware Trustee; Eligibility ....................................   34

    Section 5.3.   Property Trustee; Eligibility ....................................   35

    Section 5.4.   Qualifications of Administrative Trustees Generally ..............   36

    Section 5.5.   Initial Administrative Trustees ..................................   36

    Section 5.6.   Appointment, Removal and Resignation of Trustees .................   36

    Section 5.7.   Vacancies among Trustees .........................................   38

    Section 5.8.   Effect of Vacancies ..............................................   38

    Section 5.9.   Meetings .........................................................   38

    Section 5.10.  Delegation of Power by the Administrative Trustees ...............   38

    Section 5.11.  Merger, Conversion, Consolidation or Succession to Business ......   39

ARTICLE VI  THE SECURITIES ..........................................................   39

    Section 6.1.   General Provisions Regarding the Securities ......................   39

    Section 6.2.   Execution and Authentication .....................................   40

    Section 6.3.   Form and Dating ..................................................   41

    Section 6.4.   The Company's Purchase of the Common Securities ..................   42

    Section 6.5.   Distributions ....................................................   43

    Section 6.6.   Remarketing ......................................................   45

    Section 6.7.   Limited Right to Require Exchange of Preferred Securities and
                   Repurchase of Debentures .........................................   51

    Section 6.8.   Change of Control Right to Require Exchange of Preferred
                   Securities and Repurchase of Debentures ..........................   52

    Section 6.9.   Redemption .......................................................   53

    Section 6.10.  Distribution of Debentures in Exchange for Securities Upon the
                   Occurrence of a Special Event ....................................   56

    Section 6.11.  Voting Rights of the Preferred Securities ........................   57

    Section 6.12.  Voting Rights of the Common Securities ...........................   60

    Section 6.13.  Ranking ..........................................................   61

    Section 6.14.  Registrar, Paying Agent and Transfer Agent .......................   61

    Section 6.15.  Paying Agent to Hold Money in Trust ..............................   62

    Section 6.16.  Replacement Securities ...........................................   62
</TABLE>

                                       ii

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                                TABLE OF CONTENTS
                                   (continued)

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    Section 6.17.  Outstanding Preferred Securities ........................................   62

    Section 6.18.  Preferred Securities in Treasury ........................................   63

    Section 6.19.  Deemed Security Holders .................................................   63

    Section 6.20.  Cancellation ............................................................   63

    Section 6.21.  CUSIP Numbers ...........................................................   63

    Section 6.22.  Global Preferred Securities; Legends ....................................   63

ARTICLE VII  TRANSFER OF SECURITIES ........................................................   67

    Section 7.1.   Transfer of Securities ..................................................   67

    Section 7.2.   Separation and Rejoining of Units .......................................   68

    Section 7.3.   Book-Entry Interests ....................................................   69

    Section 7.4.   Notices to Clearing Agency ..............................................   69

    Section 7.5.   Appointment of Successor Clearing Agency ................................   70

ARTICLE VIII DISSOLUTION AND TERMINATION OF THE TRUST ......................................   70

    Section 8.1.   Dissolution and Termination of the Trust ................................   70

    Section 8.2.   Liquidation Distribution Upon Dissolution or Termination of the Trust ...   71

ARTICLE IX   LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS ................   72

    Section 9.1.   Liability ...............................................................   72

    Section 9.2.   Exculpation .............................................................   72

    Section 9.3.   Fiduciary Duty ..........................................................   73

    Section 9.4.   Indemnification of Company Indemnified Persons ..........................   74

    Section 9.5.   Indemnification of Trustees .............................................   76

    Section 9.6.   Outside Businesses ......................................................   77

ARTICLE X    ACCOUNTING ....................................................................   77

    Section 10.1.  Fiscal Year .............................................................   77

    Section 10.2.  Certain Accounting Matters ..............................................   78

    Section 10.3.  Banking .................................................................   78

    Section 10.4.  Withholding .............................................................   78

ARTICLE XI   AMENDMENTS AND MEETINGS .......................................................   79

    Section 11.1.  Amendments ..............................................................   79

    Section 11.2.  Meetings of the Holders; Action by Written Consent ......................   81
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                                TABLE OF CONTENTS
                                   (continued)

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ARTICLE XII  REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE ........  83

    Section 12.1.  Representations and Warranties of the Property Trustee ............  83

    Section 12.2.  Representations and Warranties of the Delaware Trustee ............  83

ARTICLE XIII MISCELLANEOUS ...........................................................  84

    Section 13.1.  Notices ...........................................................  84

    Section 13.2.  Governing Law .....................................................  85

    Section 13.3.  Intention of the Parties ..........................................  85

    Section 13.4.  Headings ..........................................................  85

    Section 13.5.  Successors and Assigns ............................................  86

    Section 13.6.  Partial Enforceability ............................................  86

    Section 13.7.  Counterparts ......................................................  86

    Section 13.8.  The Exchange Agent ................................................  86
</TABLE>

                                       iv

<PAGE>

                           CROSS-REFERENCE TABLE/(1)/

Section of Trust Indenture
Act of 1939, as amended                                             Section
-----------------------                                             -------
310(a)                                                                  5.3
310(b)                                                       5.3(c); 5.3(d)
310(c)                                                       Not Applicable
311(a)                                                               2.2(b)
311(b)                                                               2.2(b)
311(c)                                                       Not Applicable
312(a)                                                               2.2(a)
312(b)                                                               2.2(b)
312(c)                                                       Not Applicable
313(a)                                                                  2.3
313(b)                                                                  2.3
313(c)                                                                  2.3
313(d)                                                                  2.3
314(a)                                                          2.4; 3.7(i)
314(b)                                                       Not Applicable
314(c)                                                                  2.5
314(d)                                                       Not Applicable
314(e)                                                                  2.5
314(f)                                                       Not Applicable
315(a)                                                      3.9(a); 3.10(a)
315(b)                                                               2.7(a)
315(c)                                                               3.9(a)
315(d)                                                               3.9(b)
316(a)                                                2.6; 6.10(b); 6.11(c)
316(b)                                                       Not Applicable
316(c)                                                       Not Applicable
317(a)                                                         3.8(h); 3.15
317(b)                                                       Not Applicable


----------------
(1) This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.

<PAGE>

              AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration")
dated and effective as of November 4, 2002, by and among the Trustees (as
defined herein), the Company (as defined herein) and the Holders (as defined
herein), from time to time, of undivided beneficial interests in the assets of
the Trust to be issued pursuant to this Declaration;

              WHEREAS, the Delaware Trustee (as defined herein), the
Administrative Trustees (as defined herein) and the Company established New York
Community Capital Trust V (the "Trust"), a trust created under the Statutory
Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of
April 18, 2002 (the "Original Declaration"), and a Certificate of Trust filed
with the Secretary of State of the State of Delaware on April 18, 2002 for the
sole purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust, investing the proceeds thereof
in certain Debentures of the Company (each as hereinafter defined), and engaging
in only those activities necessary, advisable or incidental thereto; and

              WHEREAS, all of the Trustees and the Company by this Declaration,
amend and restate each and every term and provision of the Original Declaration;

              WHEREAS, all of the Trustees and the Company, by this Declaration,
ratify the actions of each Trustee and the Company taken on behalf of the Trust
prior to the date hereof;

              NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the Holders, from time to time, of the Securities (as
defined herein) representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

Section 1.1.  Interpretation.

              Unless the context otherwise requires:

              (a) capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in Section 1.2;

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

              (c) all references to "this Declaration" are to this Declaration
as modified, supplemented or amended from time to time in accordance with the
provisions hereof;

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

<PAGE>

              (e)  a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration; and

              (f)  a reference to the singular includes the plural and vice
versa, and a reference to any masculine form of a term includes the feminine
form of such term, as applicable.

Section 1.2.  Definitions.

        The following terms have the following meanings:

        "Accreted Value" means, on the date of determination:

              (1) with respect to any Security, the Accreted Value of a
                  Debenture having an aggregate principal amount equal to the
                  aggregate stated liquidation amount of such Security; and

              (2) with respect to any Debenture, the sum of:

                   (i)  $33.18, which is the portion of the initial purchase
                        price of a Unit that is allocated to a Preferred
                        Security (as provided under Section 3.1 of the Unit
                        Agreement); plus

                   (ii) accretion of the Discount, calculated using a per annum
                        coupon of 6.0%, payable quarterly, and an all-in-yield
                        of 9.10% per annum on a quarterly bond equivalent yield
                        basis using a 360-day year of twelve 30-days months
                        until such sum equals $50 on the Expiration Date.

        "Administrative Trustee" has the meaning set forth in Section 5.4.

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

        "Agent" means any Paying Agent, Registrar or Transfer Agent.

        "Applicable Procedures" means, with respect to any transfer or exchange
of or for the beneficial interests in the Global Preferred Securities, the rules
and procedures of the Depositary that apply to such transfer or exchange.

        "Authorized Officer" of a Person means any other Person that is
authorized to legally bind such former Person.

        "Book-Entry Interest" means a beneficial interest in the Global
Preferred Securities registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through
book-entries by a Clearing Agency.

        "Business Day" means any day other than a Saturday or a Sunday or a day
on which banking institutions in (i) the Borough of Manhattan in The City of New
York, or (ii) Wilmington, Delaware are authorized or required by law, regulation
or executive order to close.

                                       2

<PAGE>

        "Calculation Agency Agreement" means the Calculation Agency Agreement,
dated as of November 4, 2002, between the Company and the Calculation Agent, as
amended, supplemented or replaced from time to time in accordance with its
terms.

        "Calculation Agent" means the Property Trustee, as initial Calculation
Agent under the Calculation Agency Agreement, and any successor thereto.

        "Certificate" means a Common Securities Certificate or a Preferred
Securities Certificate.

        "Change of Control" shall be deemed to have occurred upon the occurrence
of any of the following:

              (1) the acquisition (other than open market purchases on any
                  national securities exchange or the Nasdaq National Market on
                  which the Company's capital stock is traded) by any person,
                  including any syndicate or group deemed to be a "person" under
                  Section 13(d)(3) of the Exchange Act, of beneficial ownership,
                  directly or indirectly, through a purchase, merger or other
                  acquisition transaction or series of purchase, merger or other
                  acquisition transactions of shares of the Company's capital
                  stock entitling that person to exercise 50% or more of the
                  total voting power of all shares of the Company's capital
                  stock entitled to vote generally in elections of directors,
                  other than any such acquisition by the Company, any of the
                  Company's subsidiaries or any of the Company's employee
                  benefit plans; or

              (2) the consolidation or merger of the Company with or into any
                  other Person, any merger of another Person into the Company,
                  or any conveyance, transfer, sale, lease or other disposition
                  of all or substantially all of the Company's properties and
                  assets to another Person, other than:

              (a)   any transaction (i) that does not result in any
                    reclassification, conversion, exchange or cancellation of
                    outstanding shares of the Company's capital stock and (ii)
                    notwithstanding such transaction, during any period of two
                    consecutive years after such transaction individuals who at
                    the beginning of such period constituted the board of
                    directors of the Company (together with any new directors
                    whose election or appointment by such board or whose
                    nomination for election by the shareholders of the Company
                    was approved by a vote of not less than two-thirds of the
                    directors then still in office who were either directors at
                    the beginning of such period or whose election or nomination
                    for election was previously so approved) continue to
                    constitute at least 50% of the board of directors of the
                    Company then in office; or

              (b)   any merger solely for the purpose of changing the Company's
                    jurisdiction of incorporation and resulting in a
                    reclassification, conversion or exchange of outstanding
                    shares of common stock solely into shares of common stock of
                    the surviving entity;

                                       3

<PAGE>

        provided, however, that a Change of Control shall not be deemed to have
occurred if:

              (i)   the closing sale price per share of the Company's common
                    stock for any five Trading Days within the period of 10
                    consecutive Trading Days ending immediately after the later
                    of the Change of Control or the public announcement of the
                    Change of Control, in the case of a Change of Control under
                    clause (1) above, or the period of 10 consecutive Trading
                    Days ending immediately before the Change of Control, in the
                    case of a Change of Control under clause (2) above, equals
                    or exceeds 110% of the Conversion Price; or

              (ii)  at least 90% of the consideration in the transaction or
                    transactions constituting a Change of Control consists of
                    shares of common stock traded or to be traded immediately
                    following such Change of Control on a national securities
                    exchange or the Nasdaq National Market and, as a result of
                    such transaction or transactions, the Warrants become
                    exercisable solely into such common stock (and any rights
                    attached thereto).

        For the purposes of the foregoing, a beneficial owner of shares of the
Company's capital stock shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act.

        "Change of Control Notice Date" has the meaning set forth in Section
6.8.

        "Change of Control Repurchase Date" means the date which is 225 days
following the Change of Control Notice Date.

        "Change of Control Repurchase Price" means the Accreted Value of the
Debentures that are exchanged for Preferred Securities upon the exercise of the
Change of Control Repurchase Right plus accrued and unpaid interest (including
deferred interest) on such Debentures to, but excluding, the Change of Control
Repurchase Date.

        "Change of Control Repurchase Right" has the meaning set forth in
Section 6.8.

        "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered the Global Preferred Securities and which
shall undertake to effect book-entry transfers and pledges of the Preferred
Securities.

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

        "Closing Date" means the "Closing Date" under the Underwriting
Agreement.

        "Closing Price" of any security on any date of determination means:

                                       4

<PAGE>

          (1)  the closing sale price (or, if no closing sale price is reported,
               the last reported sale price) of such security on the New York
               Stock Exchange on such date;

          (2)  if such security is not listed for trading on the New York Stock
               Exchange on any such date, the closing sale price as reported in
               the composite transactions for the principal U.S. securities
               exchange on which such security is so listed;

          (3)  if such security is not so listed on a U.S. national or regional
               securities exchange, the closing sale price as reported by the
               Nasdaq National Market;

          (4)  if such security is not so reported, the last quoted bid price
               for such security in the over-the-counter market as reported by
               the National Quotation Bureau or similar organization; or

          (5)  if such bid price is not available, the average of the mid-point
               of the last bid and ask prices of such security on such date from
               at least three nationally recognized independent investment
               banking firms retained for this purpose by the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

     "Commission" means the United States Securities and Exchange Commission as
from time to time constituted, or if at any time after the execution of this
Declaration such Commission is not existing and performing the duties now
assigned to it under applicable federal securities laws, then the body
performing such duties at such time.

     "Common Securities" has the meaning set forth in Section 6.1(a).

     "Common Securities Certificate" means a certificate in fully registered
form representing Common Securities, substantially in the form of Exhibit B.

     "Common Securities Subscription Agreement" means the subscription
agreement, dated as of November 4, 2002, between the Trust and the Company
relating to the purchase by the Company of 170,104 Common Securities of the
Trust.

     "Common Stock" means the common stock of the Company.

     "Company" means New York Community Bancorp, Inc., a Delaware corporation,
in its capacity as sponsor, or any success or entity resulting from any merger,
consolidation, amalgamation or replacement by or conveyance, transfer or lease
of its properties as an entirety or substantially as an entirety, in its
capacity as sponsor of the Trust.

     "Company Indemnified Person" means:

          (1)  any Administrative Trustee;

                                       5





<PAGE>

          (2)  any Affiliate of any Administrative Trustee;

          (3)  any officers, directors, shareholders, members, partners,
               employees, representatives or agents of any Administrative
               Trustee; or

          (4)  any officer, employee or agent of the Trust or its Affiliates.

     "Compounded Distributions" has the meaning set forth in Section 6.5(b).

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

     "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at 1100 North Market Street, Rodney Square North,
Wilmington, Delaware 19890.

     "Coupon Rate" has the meaning set forth in Section 6.5(a).

     "Covered Person" means:

          (1)  any officer, director, shareholder, partner, member,
               representative, employee or agent of (a) the Trust or (b) the
               Trust's Affiliates; and

          (2)  any Holder.

     "Debenture Distribution Notice" has the meaning set forth in Section
6.10(c).

     "Debentures" means the 6.000% Junior Subordinated Deferrable Interest
Debentures due 2051 to be issued by the Company pursuant to the Indenture and to
be purchased by the Trust.

     "Debentures Subscription Agreement" means the subscription agreement, dated
as of November 4, 2002, between the Trust and the Company relating to the
purchase by the Trust of $283,505,200 in aggregate principal amount of the
Debentures.

     "Definitive Preferred Securities" has the meaning set forth in Section 6.3.

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Depositary" means DTC until another Clearing Agency becomes its successor.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Discount" means the difference between the principal amount of $50.00
payable in respect of a Debenture on November 1, 2051 and the initial purchase
price of $33.18.

     "Distribution" has the meaning set forth in Section 6.5(b).

     "Distribution Date" has the meaning set forth in Section 6.5(b).

                                       6

<PAGE>

         "DTC" means The Depository Trust Company, the initial Clearing Agency,
and any successor thereto.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation, and the rules and regulations
promulgated thereunder.

         "Exchange Agent" means, initially, the Property Trustee solely in its
capacity as Exchange Agent, and any successor thereto.

         "Exchange Notice" has the meaning set forth in Section 8.2(c).

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

         "Extension Period" has the meaning set forth in Section 6.5(c).

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

         "Failed Remarketing" has the meaning set forth in Section 6.6(n).

         "Failed Remarketing Date" means a Remarketing Date on which a Failed
Remarketing occurs.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
9.5.

         "First Supplemental Indenture" means the First Supplemental Indenture,
dated as of November 4, 2002, between the Company and the Indenture Trustee.

         "Fiscal Year" has the meaning set forth in Section 10.1.

         "Global Preferred Security" has the meaning set forth in Section 6.3.

         "Global Unit Certificate" has the meaning set forth in Section 6.3.

         "Guarantee" means the Guarantee Agreement, dated as of November 4,
2002, between the Company, as Guarantor in respect of the Securities, and
Wilmington Trust Company, as Guarantee Trustee, as amended or supplemented from
time to time in accordance with its terms.

         "Holder" means a Person in whose name a Security is registered, such
Person being a beneficial owner within the meaning of the Statutory Trust Act.

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

         "Indenture" means the Indenture, dated as of November 4, 2002, between
the Company and the Indenture Trustee, as amended or supplemented from time to
time in accordance with the terms thereof, including the First Supplemental
Indenture.

                                       7

<PAGE>

         "Indenture Event of Default" means an Event of Default (as such term is
defined in the Indenture) under the Indenture.

         "Indenture Trustee" means Wilmington Trust Company, solely as trustee
under the Indenture or any successor thereto.

         "Interest Payment Date" has the meaning set forth in the First
Supplemental Indenture.

         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation, and the rules and
regulations promulgated thereunder.

         "Investment Company Event" means the receipt by the Trust of an Opinion
of Counsel, rendered by an independent law firm having a recognized national
securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in Investment Company Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an Investment Company
that is required to be registered under the Investment Company Act, which Change
in Investment Company Act Law becomes effective on or after the date on which
the Preferred Securities were initially issued and sold.

         "Issuers" means the Company and the Trust, collectively.

         "Legal Action" has the meaning set forth in Section 3.7(f).

         "Legal Cause Remarketing Event" means a Remarketing Event that occurs
upon the occurrence of:

                  (1) either (a) a Tax Event or an Investment Company Event;
         provided that the Administrative Trustees have been informed by an
         independent law firm that such firm, for substantive reasons, cannot
         deliver a No Recognition Opinion to the Trust; or (b) a Regulatory
         Capital Event; and

                  (2) the Company causes written notice of the Remarketing to be
         given to the Holders of the Preferred Securities, the holders of the
         Units and the holders of the Warrants.

         "Legal Requirements" means compliance with all applicable laws and
regulations, if any, including, without limitation, the Securities Act,
necessary to permit (i) the Remarketing of the Preferred Securities (and the
subsequent exchange of Preferred Securities for Debentures if a purchaser in the
Remarketing so elects to exchange its purchased Preferred Securities for
Debentures pursuant to Section 6.6(c)), (ii) the contemporaneous modifications
to the terms of the Debentures pursuant to the Indenture and (iii) the
contemporaneous redemption of the Warrants.

         "Like Amount" means, with respect to a redemption of the Securities,
Securities having an Accreted Value equal to the Accreted Value of Debentures to
be repaid in accordance with their terms.

                                       8

<PAGE>

         "Liquidation" has the meaning set forth in Section 8.2(a).

         "Liquidation Distribution" has the meaning set forth in Section 8.2(b).

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

         "Majority in Liquidation Amount" means, Holders of outstanding
Securities voting together as a single class, or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities or all outstanding Securities of the relevant class,
as the case may be.

         "Maturity Remarketing Date" means two Business Days prior to the
Expiration Date.

         "90-Day Period" has the meaning set forth in Section 6.10(a).

         "No Recognition Opinion" has the meaning set forth in Section
6.10(b)(i).

         "Officers' Certificate" means, when delivered by the Trust, a
certificate signed by a majority of the Administrative Trustees and, when
delivered by the Company, a certificate signed by any two of the Chairman, a
Vice Chairman, the Chief Executive Officer, the President, a Vice President, the
Chief Financial Officer, the Treasurer, the Chief Accounting Officer, the
Secretary or an Assistant Secretary of the Company. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include, where applicable:

               (a)      a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;

               (b)      a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

               (c)      a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

               (d)      a statement as to whether, in the opinion of each such
                        officer, such condition or covenant has been complied
                        with.

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

         "Optional Redemption Remarketing Event" means a Remarketing Event that
occurs because:

               (1)  on any date on or after November 4, 2007 but prior to May 7,
                    2051, the Closing Price of a share of the Common Stock
                    exceeds and has exceeded for at least 20 Trading Days within
                    the immediately preceding 30 consecutive

                                       9

<PAGE>

                    Trading Days and on the day on which the Company elects to
                    redeem the Warrants, 125% of the Conversion Price; and

               (2)  within ten Business Days of such date, the Company causes
                    written notice of its election to redeem the Warrants to be
                    given to the Holders of the Preferred Securities, the
                    holders of the Units and the holders of the Warrants.

         "Original Declaration" has the meaning set forth in the Recitals
hereto.

         "Paying Agent" has the meaning set forth in Section 6.14.

         "Payment Amount" has the meaning set forth in Section 6.5(f).

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Securities" has the meaning set forth in Section 6.1(a).

         "Preferred Securities Certificate" means a certificate in fully
registered form representing Preferred Securities, substantially in the form of
Exhibit A.

         "Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

         "Property Account" means a segregated non-interest bearing trust
account maintained with a banking institution, the rating on whose long-term
unsecured indebtedness is at least equal to the rating assigned to the Preferred
Securities by a "nationally recognized statistical rating organization" within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act or any successor
rule.

         "Property Trustee" has the meaning set forth in Section 5.3(a).

         "Pro Rata" means pro rata to each Holder according to the aggregate
stated liquidation amount of the Securities held by such Holder in relation to
the aggregate stated liquidation amount of all Securities outstanding unless, in
relation to a payment, a Trust Enforcement Event has occurred and is continuing,
in which case any funds available to make such payment shall be paid first to
each Holder of the Preferred Securities pro rata according to the aggregate
stated liquidation amount of Preferred Securities held by the relevant Holder
relative to the aggregate stated liquidation amount of all Preferred Securities
outstanding, and only after satisfaction of all amounts owed to the Holders of
the Preferred Securities, to each Holder of Common Securities pro rata according
to the aggregate stated liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate stated liquidation amount of all
Common Securities outstanding.

                                       10

<PAGE>

         "Quorum" means a majority of the Administrative Trustees or, if there
are only two Administrative Trustees, both of them.

         "Redemption Date" has the meaning set forth in Section 6.9(a).

         "Redemption Notice" has the meaning set forth in Section 6.9(c).

         "Redemption Price" has the meaning set forth in Section 6.9(a).

         "Registrar" has the meaning set forth in Section 6.14.

         "Regular Record Date" means the date on which determination is made as
to which Holders' Distributions are payable.

         "Regulatory Capital Event" means that the Company shall have become, or
pursuant to law or regulation will become within 180 days, subject to capital
requirements under which, in the written Opinion of Counsel, rendered by an
independent bank regulatory law firm experienced in such matters, the Preferred
Securities would not constitute Tier 1 Capital applied as if the Company (or its
successor) were a bank holding company (as that concept is used in the
guidelines or regulations issued by the Board of Governors of the Federal
Reserve System as of the date hereof (or its then equivalent)).

         "Remarketing" means the operation of the procedures for remarketing set
forth in Section 6.6.

         "Remarketing Agent" means the remarketing agent (or any successor
remarketing agent) selected by the Company, which will initially be Salomon
Smith Barney Inc.

         "Remarketing Agreement" means the a remarketing agreement to be entered
into among the Company, the Trust and the Remarketing Agent, with customary and
typical terms and conditions at the time of the execution thereof.

         "Remarketing Date" means:

               (1)  with respect to an Optional Redemption Remarketing Event or
                    a Legal Cause Remarketing Event, two Business Days prior to
                    the Warrant Redemption Date; and

               (2)  with respect to the expiration of the Warrants, the Maturity
                    Remarketing Date.

         "Remarketing Event" means the occurrence of an Optional Redemption
Remarketing Event, a Legal Cause Remarketing Event or the Maturity Remarketing
Date.

         "Remarketing Settlement Date" means (i) with respect to a Remarketing
upon expiration of the Warrants, the Expiration Date and (ii) with respect to a
Remarketing upon an Optional Redemption Remarketing Event or a Legal Cause
Remarketing Event, the Warrant Redemption Date.

                                       11

<PAGE>

         "Repurchase Price" means the principal amount at maturity of the
Debentures that are received in exchange for Preferred Securities upon the
exercise of the Repurchase Right plus accrued and unpaid interest (including
deferred interest) on such Debentures to, but excluding, the applicable Special
Distribution Date.

         "Repurchase Right" has the meaning set forth in Section 6.7(a).

         "Reset Rate" means the interest rate per annum on the Debentures (and,
as a result, the Distribution rate per annum on the Securities), that is
determined pursuant to the Remarketing of the Preferred Securities; provided,
however, that if a Failed Remarketing occurs, the Reset Rate shall equal 11.10%
per annum.

         "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee who shall have
direct responsibility for the administration of this Declaration, and also
means, with respect to a particular corporate trust matter, any other officer
within the Corporate Trust Office of the Property Trustee to whom such corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation thereunder, and the rules and regulations
promulgated thereunder.

         "Security" or "Securities" mean the Common Securities and the Preferred
 Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation, and the rules and regulations promulgated
thereunder.

         "66 2/3% in Liquidation Amount" means, except as provided in the
Preferred Securities or by the Trust Indenture Act, Holders of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 66 2/3% or
more of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities or all outstanding Securities of the relevant class,
as the case may be.

         "Special Distribution Date" means the fifteenth day of each calendar
month on which the Repurchase Price shall be payable if a Holder of a Preferred
Security elects to exercise its Repurchase Right.

         "Special Event" has the meaning set forth in Section 6.10(a).

         "Special Record Date" means the Remarketing Date.

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

         "Successor Delaware Trustee" has the meaning set forth in Section
5.6(c).

         "Successor Entity" has the meaning set forth in Section 3.14(b)(i).

                                       12

<PAGE>

         "Successor Property Trustee" has the meaning set forth in Section
5.6(b).

         "Successor Securities" has the meaning set forth in Section
3.14(b)(i)(B).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "Tax Event" means the receipt by the Trust of an Opinion of Counsel,
rendered by an independent law firm having a recognized national tax practice,
to the effect that, as a result of:

               (1)  any amendment to, change in or announced proposed change in,
                    the laws (or any regulations thereunder) of the United
                    States or any political subdivision or taxing authority
                    thereof or therein; or

               (2)  any official administrative pronouncement or judicial
                    decision interpreting or applying such laws or regulations,

which amendment or change is effective or proposed change, administrative
pronouncement or judicial decision is announced on or after the Closing Date,
there is more than an insubstantial risk that:

               (a)      the Trust is, or will be within 90 days of the date of
such opinion, subject to United States federal income tax with respect to
interest received or accrued on the Debentures; or

               (b)      the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

         "10% in Liquidation Amount" means, except as provided in the terms of
the Preferred Securities or by the Trust Indenture Act, Holders of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities or all outstanding Securities of the relevant class,
as the case may be.

         "Trading Day" means any day on which shares of Common Stock or other
capital stock of the Company then issuable upon exercise of the Warrants:

               (1)  are not suspended from trading on any national securities
                    association or exchange or over-the-counter market at the
                    close of business; and

               (2)  have traded at least once on the national securities
                    association or exchange or over-the-counter market that is
                    the primary market for the trading of Common Stock.

         "Transfer Agent" has the meaning set forth in Section 6.14.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such

                                       13

<PAGE>

regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

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

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

         "Trust Enforcement Event" means, with respect to the Securities, an
event of default under this Declaration, which occurs upon the happening of an
Indenture Event of Default.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation and the rules and regulations
promulgated thereunder.

         "Underwriting Agreement" means the underwriting agreement, dated
October 28, 2002, between the Company, the Trust and the Underwriters with
respect to the initial offering and sale of the Units, Preferred Securities and
Warrants.

         "Underwriters" means Salomon Smith Barney Inc., Lehman Brothers Inc.,
Bear, Stearns & Co. Inc., Keefe, Bruyette & Woods, Inc., and Sandler O'Neill &
Partners, L.P.

         "Unit" means the collective rights and obligations of a holder of a
unit certificate issued under the Unit Agreement in respect of a Preferred
Security (and the related Debenture) and a Warrant.

         "Unit Agent" means Wilmington Trust Company, solely as initial Unit
Agent under the Unit Agreement, and any successor thereto.

         "Unit Agreement" means the Unit Agreement, dated November 4, 2002,
among the Company, the Trust, the Unit Agent, the Property Trustee and the
Warrant Agent, as amended or supplemented from time to time in accordance with
its terms.

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

         "Warrant Agent" means Wilmington Trust Company, solely as initial
Warrant Agent under the Warrant Agreement, and any successor thereto.

         "Warrant Agreement" means the Warrant Agreement, dated November 4,
2002, between the Company and the Warrant Agent, as amended or supplemented from
time to time in accordance with its terms.

         "Warrant Redemption Date" means the date on which the Warrants are
redeemed pursuant to the Warrant Agreement.

         "Warrant Requirements" mean:

                                       14



<PAGE>

              (1) a registration statement covering the issuance and sale or
                  resale of Common Stock to the holders of Warrants upon
                  exercise of such Warrants shall be effective under the
                  Securities Act, or such issuance and sale shall be exempt from
                  the registration requirements of the Securities Act;

              (2) the shares of Common Stock shall be registered, qualified or
                  deemed to be exempt under the securities laws of the state of
                  residence of such holder of Warrants; and

              (3) a then current prospectus shall be available for delivery to
                  exercising holders of the Warrants.

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

                                   ARTICLE II

                               TRUST INDENTURE ACT

Section 2.1.  Trust Indenture Act; Application.

              (a)  This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall be governed,
to the extent applicable, by such provisions.

              (b)  The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

              (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

              (d)  The application of the Trust Indenture Act to this
Declaration shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes and shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

Section 2.2.  Lists of Holders.

              (a)  Except when the Property Trustee is the Registrar, each of
the Company and the Administrative Trustees on behalf of the Trust shall provide
the Property Trustee a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders ("List of Holders"):

                   (i)   as of the Regular Record Date or other record date
                         relating to the payment of any Distribution, at least
                         one Business Day prior to the date for payment of such
                         Distribution, except while the Preferred Securities are
                         represented by one or more Global Preferred Securities,
                         and

                                       15

<PAGE>

                   (ii)   at any other time, within 30 days of receipt by the
                          Trust of a written request from the Property Trustee
                          for a List of Holders as of a date no more than
                          fifteen days before such List of Holders is given to
                          the Property Trustee.

If at any time the List of Holders does not differ from the most recent List of
Holders provided to the Property Trustee by the Company and the Administrative
Trustees on behalf of the Trust, then neither the Company nor the Administrative
Trustees shall be obligated to deliver such List of Holders. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity); provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

              (b)  The Property Trustee shall comply with its obligations under,
and shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of
the Trust Indenture Act.

Section 2.3.  Reports by the Property Trustee.

              Within 60 days after May 15 of each year (commencing with the year
of the first anniversary of the issuance of the Preferred Securities), the
Property Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Property Trustee also shall comply with the requirements of Section 313(d)
of the Trust Indenture Act.

Section 2.4.  Periodic Reports to the Property Trustee.

              Each of the Company and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 of the Trust Indenture Act, if any,
and the compliance certificate required by Section 314 of the Trust Indenture
Act in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act.

Section 2.5.  Evidence of Compliance with Conditions Precedent.

              Each of the Company and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee annually such evidence of
compliance with any conditions precedent provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act may be given in the form of an
Officers' Certificate.

Section 2.6.  Trust Enforcement Events; Waiver.

              (a)  The Holders of a Majority in Liquidation Amount of the
Preferred Securities may waive, by vote or written consent, on behalf of the
Holders of all of the Preferred Securities, any past Trust Enforcement Events in
respect of the Preferred Securities and its consequences; provided, however,
that if the underlying Indenture Event of Default:

                                       16

<PAGE>

                   (i)   is not waivable under the Indenture, the related Trust
                         Enforcement Event under this Declaration also shall not
                         be waivable; or

                   (ii)  requires the vote or consent of the holders of greater
                         than a majority in aggregate principal amount of the
                         Debentures (a "Super Majority") to be waived under the
                         Indenture, the related Trust Enforcement Event under
                         this Declaration only may be waived by the vote or
                         written consent of the Holders of at least the
                         proportion in aggregate liquidation amount of the
                         Preferred Securities that the relevant Super Majority
                         represents of the aggregate principal amount of the
                         Debentures outstanding.

              The foregoing provisions of this Section 2.6(a) shall be in lieu
of Section 316(a)(1)(B) of the Trust Indenture Act and Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

              Upon such waiver, any such Trust Enforcement Event in respect of
the Preferred Securities arising therefrom shall be deemed to have been cured
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other Trust Enforcement Event with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of a Trust Enforcement Event with respect to the
Preferred Securities also shall be deemed to constitute a waiver by the Holders
of the Common Securities of any such Trust Enforcement Event with respect to the
Common Securities for all purposes of this Declaration without any further act,
vote or consent of the Holders of the Common Securities.

              (b)  The Holders of a Majority in Liquidation Amount of the Common
Securities may waive, by vote or written consent, on behalf of the Holders of
all of the Common Securities, any past Trust Enforcement Event in respect of the
Common Securities and its consequences; provided that if the underlying
Indenture Event of Default is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Trust
Enforcement Event as provided below in this Section 2.6(b), the related Trust
Enforcement Event under this Declaration also shall not be waivable. The Holders
of Common Securities shall be deemed to have waived any and all Trust
Enforcement Events with respect to the Common Securities and the consequences
thereof until all Trust Enforcement Events with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until all Trust
Enforcement Events in respect of the Preferred Securities shall have been so
cured, waived or otherwise eliminated, the Property Trustee shall be deemed to
be acting solely on behalf of the Holders of the Preferred Securities and only
the Holders of the Preferred Securities shall have the right to direct the
Property Trustee in accordance with the terms of the Securities.

              The foregoing provisions of this Section 2.6(b) shall be in lieu
of Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such cure, waiver or other elimination, any such default shall cease to
exist and any Trust Enforcement Event with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall

                                       17

<PAGE>

extend to any subsequent or other default or Trust Enforcement Event with
respect to the Common Securities or impair any right consequent thereon.

              (c)  A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Preferred Securities constitutes
a waiver of the related Trust Enforcement Event under this Declaration. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act, and Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

Section 2.7.  Trust Enforcement Events; Notice.

              (a)  The Property Trustee shall, within 90 days after the
occurrence of a Trust Enforcement Event actually known to a Responsible Officer,
transmit by mail, first class postage prepaid, to the Holders, notice of such
Trust Enforcement Event unless such Trust Enforcement Event has been cured
before the giving of such notice; provided, however, that except for a default
in the payment of principal of (or premium, if any) or interest on any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as a Responsible Officer in good faith determines that the
withholding of such notice is in the interests of the Holders.

              (b)  The Property Trustee shall not be deemed to have knowledge of
any Trust Enforcement Event except for:

                   (i)   a default under Sections 2.4(a) and 2.4(b) of the First
                         Supplemental Indenture; or

                   (ii)  any default as to which the Property Trustee shall have
                         received written notice or of which a Responsible
                         Officer charged with the administration of this
                         Declaration shall have actual knowledge.

                                   ARTICLE III

                                  ORGANIZATION

Section 3.1.  Name.

              The Trust is named "New York Community Capital Trust V," as such
name may be modified from time to time by the Administrative Trustees following
written notice to the Holders. The Trust's activities may be conducted under the
name of the Trust.

Section 3.2.  Office.

              The address of the principal office of the Trust is c/o New York
Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590. On ten
Business Days' written notice to the Holders, the Administrative Trustees may
designate another principal office.

Section 3.3.  Purpose.

                                       18

<PAGE>

              The exclusive purposes and functions of the Trust are:

              (a)  to issue and sell the Securities;

              (b)  to use the proceeds from the sale of the Securities to
acquire the Debentures; and

              (c)  except as otherwise limited herein, to engage in only those
other activities necessary, advisable or incidental thereto and to the issuance
of the Units.

              By acceptance of this Trust, none of the Trustees, the Company,
the Holders or the Preferred Security Beneficial Owners will take any position
that is contrary to the classification of the Trust as a grantor trust for
United States federal income tax purposes.

Section 3.4.  Authority.

              (a)  Subject to the limitations provided in this Declaration and
to the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive authority to carry out the purposes of the Trust. Any
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and shall serve to bind the Trust, and any action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and shall serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

              (b)  Except as expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

              (c)  Unless otherwise determined by the Administrative Trustees
and except as otherwise required by the Statutory Trust Act or applicable law,
any Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.7.

              (d)  Notwithstanding anything contained herein or elsewhere to the
contrary, the Trust has power and authority and is hereby authorized and
empowered, without the need for any further action on its part (i) to execute,
deliver and perform its obligations under the Unit Agreement, the Underwriting
Agreement, the Common Securities Subscription Agreement, the Debenture
Subscription Agreement, the Units and the Securities and (ii) to perform its
obligations under this Declaration.

Section 3.5.  Title to Property of the Trust.

              Except as provided in Section 3.8 with respect to the Debentures
and the Property Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

                                       19

<PAGE>

Section 3.6.  Prohibition of Actions by the Trust and the Trustees.

              The Trust shall not, the Trustees shall not, and the
Administrative Trustees shall cause the Trust not to, engage in any activity
other than as required or authorized by this Declaration. In particular, the
Trust shall not, the Trustees shall not, and the Administrative Trustees shall
cause the Trust not to:

                     (i)     invest any proceeds received by the Trust in
                             connection with its ownership of Debentures, but
                             the Trust shall distribute all such proceeds to
                             Holders pursuant to the terms of this Declaration
                             and of the Securities;

                     (ii)    acquire any assets other than as expressly provided
                             herein;

                     (iii)   possess any power or otherwise act in such a way as
                             to vary the Trust assets;

                     (iv)    possess property for any purpose other than a Trust
                             purpose;

                     (v)     make any loans or incur any indebtedness other than
                             loans represented by the Debentures;

                     (vi)    mortgage or pledge any of the Trust's assets;

                     (vii)   possess any power or otherwise act in such a way as
                             to vary the terms of the Securities in any way
                             whatsoever (except to the extent expressly
                             authorized in this Declaration or by the terms of
                             the Securities);

                     (viii)  issue any securities or other evidences of
                             ownership of, or beneficial interest in, the Trust
                             other than the Securities;

                     (ix)    other than as provided in this Declaration or by
                             the terms of the Securities:

                             (A)  direct the time, method and place of
                                  conducting any proceeding with respect to any
                                  remedy available to the Indenture Trustee, or
                                  exercising any trust or power conferred upon
                                  the Indenture Trustee with respect to the
                                  Debentures;

                             (B)  waive any past Indenture Event of Default that
                                  is waivable under the Indenture;

                             (C)  exercise any right to rescind or annul any
                                  declaration that the principal of all the
                                  Debentures shall be due and payable; or

                             (D)  consent to any amendment, modification or
                                  termination of the Indenture or the Debentures
                                  where such consent

                                       20

<PAGE>

                                shall be required, unless the Trust shall have
                                received an opinion of a nationally recognized
                                independent tax counsel experienced in such
                                matters to the effect that such amendment,
                                modification or termination will not cause more
                                than an insubstantial risk that the Trust will
                                not be classified as a grantor trust for United
                                States federal income tax purposes;

                   (x)    take any action inconsistent (in the case of the
                          Property Trustee or the Delaware Trustee, to the
                          actual knowledge of a Responsible Officer thereof)
                          with the status of the Trust as a grantor trust for
                          United States federal income tax purposes; or

                   (xi)   revoke any action previously authorized or approved by
                          vote of the Holders of the Preferred Securities.

Section 3.7.  Powers and Duties of the Administrative Trustees.

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

              (a)  establish the terms and forms of the Securities in the manner
specified in Section 6.1 and to issue and sell the Securities in accordance with
this Declaration; provided, however, that:

                   (i)    the Trust may issue no more than one series of
                          Preferred Securities and no more than one series of
                          Common Securities;

                   (ii)   there shall be no interests in the Trust other than
                          the Securities; and

                   (iii)  the issuance of Securities shall be limited to a
                          simultaneous issuance of both Preferred Securities and
                          Common Securities on the Closing Date;

              (b)  acquire the Debentures with the proceeds of the sale of the
Securities; provided, however, that the Administrative Trustees shall cause
legal title to the Debentures to be beneficially held in the name of the
Property Trustee for the benefit of the Holders;

              (c)  give the Company and the Property Trustee prompt written
notice of the occurrence of a Special Event;

              (d)  establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders as to such actions and applicable record dates;

              (e)  take all actions and perform such duties as may be required
of the Administrative Trustees or the Trust pursuant to the terms of this
Declaration, the Unit

                                       21

<PAGE>

Agreement, the Underwriting Agreement, the Common Securities Subscription
Agreement, the Debenture Subscription Agreement, the Units and the Securities;

              (f)  bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e) the Property Trustee has the
exclusive power to bring such Legal Action;

              (g)  employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services;

              (h)  cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

              (i)  give to the Property Trustee the certificate required by
Section 314(a)(4) of the Trust Indenture Act, which certificate may be executed
by any Administrative Trustee;

              (j)  incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

              (k)  act as, or appoint another Person to act as, Registrar and
Transfer Agent for the Securities or to appoint a Paying Agent for the
Securities as provided in Section 6.14;

              (l)  give prompt written notice to the Property Trustee and to
Holders of any notice received from the Company of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

              (m)  take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders or to enable the Trust to effect
the purposes for which the Trust was created;

              (n)  take any action not inconsistent with this Declaration or
with applicable law that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the purposes and
functions of the Trust as set forth in Section 3.3 or the activities of the
Trust as set out in this Section 3.7, as long as such action does not materially
adversely affect the interests of the Holders, including but not limited to:

                   (i)   causing the Trust not to be deemed to be an Investment
                         Company required to be registered under the Investment
                         Company Act;

                   (ii)  causing the Trust to be classified as a grantor trust
                         for United States federal income tax purposes; and

                                       22

<PAGE>

                   (iii)   cooperating with the Company to ensure that the
                           Debentures will be treated as indebtedness of the
                           Company for United States federal income tax
                           purposes;

              (o)  take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Administrative Trustees on behalf of
the Trust;

              (p)  execute and deliver all documents or instruments, including
the Unit Agreement, the Underwriting Agreement, the Common Securities
Subscription Agreement, the Debenture Subscription Agreement, the Units and the
Securities, perform all duties and powers, and do all things for and on behalf
of the Trust in all matters necessary or incidental to the foregoing; and

              (q)  to prepare any registration statements or reports required to
be filed or submitted with the Commission with respect to the Securities
pursuant to the Exchange Act unless performed by the Company, as sponsor.

              The Administrative Trustees shall exercise the powers set forth in
this Section 3.7 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Administrative Trustees shall have
no power to, and shall not, take any action that is inconsistent with the
purposes and functions of the Trust set forth in Section 3.3.

              Subject to this Section 3.7, the Administrative Trustees shall
have none of the powers or the authority of the Property Trustee set forth in
Section 3.8.

              Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.7 shall be reimbursed by the Company.

              Unless otherwise required by the Statutory Trust Act or other
applicable law, such Administrative Trustee, acting alone, is authorized to
execute and deliver on behalf of the Trust, any documents, instruments or
certificates that the Administrative Trustees have the power and authority to
execute pursuant to this Section 3.7.

Section 3.8.  Powers and Duties of the Property Trustee.

              (a)  The legal title to the Debentures shall be owned by and
beneficially held in the name of the Property Trustee in trust for the benefit
of the Trust and the Holders. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

              (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

              (c)  The Property Trustee shall:

                                       23

<PAGE>

                   (i)   establish and maintain the Property Account in the name
                         of and under the exclusive control of the Property
                         Trustee on behalf of the Holders and, upon the receipt
                         of payments of funds made in respect of the Debentures,
                         deposit such funds into the Property Account and make
                         payments or (cause the Paying Agent to make payments)
                         to the Holders from the Property Account in accordance
                         with Section 6.5. Funds in the Property Account shall
                         be held uninvested until disbursed in accordance with
                         this Declaration;

                   (ii)  engage in such ministerial activities as shall be
                         necessary or appropriate to effect the redemption of
                         the Securities to the extent the Debentures are
                         redeemed or mature; and

                   (iii) upon written direction by the Company to dissolve the
                         Trust, engage in such ministerial activities as shall
                         be necessary or appropriate to effect the distribution
                         of the Debentures to the Holders in exchange for the
                         Securities.

              (d)  The Property Trustee is hereby authorized to take all actions
and perform such duties as may be specifically required of the Property Trustee
pursuant to the terms of this Declaration, the Unit Agreement and the
Securities.

              (e)  Subject to Section 3.9(a), the Property Trustee is hereby
authorized to take any Legal Action which arises out of or in connection with:

                   (i)   a Trust Enforcement Event of which a Responsible
                         Officer has actual knowledge; or

                   (ii)  the Property Trustee's duties and obligations under
                         this Declaration or the Trust Indenture Act;

provided, however, that if a Trust Enforcement Event has occurred and is
continuing and such Trust Enforcement 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 (or in connection with a distribution of Debentures in exchange for
Preferred Securities and repurchase of Debentures under Sections 6.7 and 6.8), a
Holder of Preferred Securities may institute, to the fullest extent permitted by
law, a proceeding directly against the Company to enforce payment to such Holder
of the principal of or premium, if any, or interest on the Debentures having an
aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated to
the rights of such Holder of Preferred Securities to the extent of any payment
made by the Company to such Holder of Preferred Securities in such Direct
Action. Except as provided in the preceding sentences, the Holders of Preferred
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

              (f)  The Property Trustee shall continue to serve as a Trustee
until either:

                                       24

<PAGE>

                   (i)   the Trust has been completely liquidated and the
                         proceeds of the liquidation distributed to the Holders
                         pursuant to the terms of the Securities; or

                   (ii)  a Successor Property Trustee has been appointed and has
                         accepted that appointment in accordance with Section
                         5.6.

              (g)  The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if a Trust Enforcement Event actually known to a Responsible
Officer occurs and is continuing, the Property Trustee shall enforce, for the
benefit of Holders, its rights as holder of the Debentures subject to the rights
of the Holders pursuant to the terms of such Securities.

              (h)  The Property Trustee shall be authorized to undertake any
actions set forth in Section 317(a) of the Trust Indenture Act.

              (i)  The Property Trustee may authorize one or more Persons to act
as additional Paying Agents and to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities, and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any such additional Paying Agent may be removed by the Property Trustee at
any time, and a successor Paying Agent or additional Paying Agents may be
appointed at any time by the Property Trustee.

              (j)  Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.7.

              The Property Trustee shall exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall have no power
to, and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set out in Section 3.3.

Section 3.9.  Certain Duties and Responsibilities of the Property Trustee.

              (a)  If a Trust Enforcement Event has occurred (that has not been
cured or waived pursuant to Section 2.6) of which a Responsible Officer has
actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and shall use the same degree of care
and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

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

                   (i)   prior to the occurrence of a Trust Enforcement Event
                         and after the cure or waiver of all such Trust
                         Enforcement Events that may have occurred:

                         (A)  the duties and obligations of the Property Trustee
                              shall be determined solely by the express
                              provisions of this Declaration and in the
                              Securities, and the Property

                                       25

<PAGE>

                                     Trustee shall not be liable except for the
                                     performance of such duties and obligations
                                     as are specifically to be performed by it
                                     as set forth in this Declaration and in the
                                     Securities, and no implied covenants or
                                     obligations shall be read into this
                                     Declaration against the Property Trustee;
                                     and

                                 (B) in the absence of bad faith on the part of
                                     the Property Trustee, the Property Trustee
                                     may conclusively rely, as to the truth of
                                     the statements and the correctness of the
                                     opinions expressed therein, upon any
                                     certificates or opinions furnished to the
                                     Property Trustee and conforming on their
                                     face to the requirements of this
                                     Declaration; provided, however, that in the
                                     case of any such certificates or opinions
                                     that by any provision hereof are
                                     specifically required to be furnished to
                                     the Property Trustee, the Property Trustee
                                     shall be under a duty to examine such
                                     certificates or opinions to determine
                                     whether or not on their face they conform
                                     to the requirements of this Declaration
                                     (but need not confirm or investigate the
                                     accuracy of mathematical calculations or
                                     other facts stated therein);

                         (ii)    the Property Trustee shall not be personally
                                 liable for any error of judgment made in good
                                 faith by a Responsible Officer, unless it shall
                                 be proved that the Property Trustee was
                                 negligent in ascertaining the pertinent facts
                                 upon which such judgment was made;

                         (iii)   the Property Trustee shall not be personally
                                 liable with respect to any action taken or
                                 omitted to be taken by it without negligence,
                                 in good faith in accordance with the direction
                                 of the Holders of not less than a Majority in
                                 Liquidation Amount of the Securities relating
                                 to the time, method and place of conducting any
                                 proceeding for any remedy available to the
                                 Property Trustee, or exercising any trust or
                                 power conferred upon the Property Trustee under
                                 this Declaration;

                         (iv)    no provision of this Declaration shall require
                                 the Property Trustee to expend or risk its own
                                 funds or otherwise incur personal financial
                                 liability in the performance of any of its
                                 duties or in the exercise of any of its rights
                                 or powers;

                         (v)     the Property Trustee's sole duty with respect
                                 to the custody, safe keeping and physical
                                 preservation of the Debentures and the Property
                                 Account shall be to deal with such property in
                                 a similar manner as the Property Trustee deals
                                 with similar property for its own account,
                                 subject to the protections and limitations on
                                 liability afforded to the Property Trustee
                                 under this Declaration and the Trust Indenture
                                 Act;

                                       26

<PAGE>

                            (vi)   the Property Trustee shall have no duty or
                                   personal liability for or with respect to the
                                   value, genuineness, existence or sufficiency
                                   of the Debentures or the payment of any taxes
                                   or assessments levied thereon or in
                                   connection therewith;

                            (vii)  the Property Trustee shall not be personally
                                   liable for any interest on any money received
                                   by it except as it may otherwise agree in
                                   writing with the Company, and money held by
                                   the Property Trustee need not be segregated
                                   from other funds held by it except in
                                   relation to the Property Account maintained
                                   by the Property Trustee pursuant to Section
                                   3.8(c)(i) and except to the extent otherwise
                                   required by law;

                            (viii) the Property Trustee shall not be personally
                                   responsible for monitoring the compliance by
                                   the Administrative Trustees or the Company
                                   with their respective duties under this
                                   Declaration, nor shall the Property Trustee
                                   be liable for any default or misconduct of
                                   the Administrative Trustees or the Company;
                                   and

                            (ix)   in the event that the Property Trustee is
                                   unable to decide between alternative courses
                                   of action permitted or required under this
                                   Declaration or any other document, or is
                                   unsure as to the application of any provision
                                   of this Declaration or any other document, or
                                   any such provision may be ambiguous as to its
                                   application or in conflict with any other
                                   applicable provision, permits any
                                   determination by the Property Trustee, or is
                                   silent or incomplete as to the course of
                                   action that the Property Trustee is required
                                   to take with respect to a particular set of
                                   facts, the Property Trustee may give notice
                                   (in such form as shall be appropriate under
                                   the circumstances) to the Company and/or to
                                   the Holders requesting instruction from any
                                   of them, and to the extent that the Property
                                   Trustee acts or refrains from acting in good
                                   faith in accordance with any such instruction
                                   received, the Property Trustee shall not be
                                   personally liable, on account of such action
                                   or inaction, to any Person, and if the
                                   Property Trustee shall not have received
                                   appropriate instruction within 10 days of
                                   such notice (or within such shorter period of
                                   time as reasonably may be specified in such
                                   notice or may be necessary under the
                                   circumstances) it may, but shall be under no
                                   duty to, take or refrain from taking action,
                                   and shall have no personal liability to any
                                   Person for such action or inaction.

       Section 3.10.  Certain Rights of the Property Trustee.

                      (a)   Subject to the provisions of Section 3.9:

                            (i)    the Property Trustee may request and
                                   conclusively rely and shall be fully
                                   protected in acting or refraining from acting
                                   upon any resolution, certificate, statement,
                                   instrument, opinion, report, notice, request,
                                   direction, consent, order, bond, debenture,
                                   note,

                                       27

<PAGE>

                            other evidence of indebtedness or other paper or
                            document believed by it to be genuine and to have
                            been signed, sent or presented by the appropriate
                            Person;

                     (ii)   any direction or act of the Company or the
                            Administrative Trustees contemplated by this
                            Declaration shall be sufficiently evidenced by an
                            Officers' Certificate;

                     (iii)  whenever in the administration of this Declaration,
                            the Property Trustee shall deem it desirable that a
                            matter be proved or established before taking,
                            suffering or omitting any action hereunder, the
                            Property Trustee (unless other evidence is herein
                            specifically prescribed) may request, in the absence
                            of bad faith on its part, and conclusively rely upon
                            an Officers' Certificate which, upon receipt of such
                            request, shall be promptly delivered by the Company
                            or the Administrative Trustees;

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

                     (v)    the Property Trustee may consult with counsel or
                            other experts of its selection and the advice or
                            opinion of such counsel and experts with respect to
                            legal matters or advice within the scope of such
                            experts' area of expertise shall be full and
                            complete authorization and protection in respect of
                            any action taken, suffered or omitted by it
                            hereunder in good faith and in accordance with such
                            advice or opinion. Such counsel may be counsel to
                            the Company or any of its Affiliates and may include
                            any of its employees. The Property Trustee shall
                            have the right at any time to seek instructions
                            concerning the administration of this Declaration
                            from any court of competent jurisdiction;

                     (vi)   the Property Trustee shall be under no obligation to
                            exercise any of the rights or powers vested in it by
                            this Declaration at the request or direction of any
                            Holder, unless such Holder shall have provided to
                            the Property Trustee security and indemnity,
                            reasonably satisfactory to the Property Trustee,
                            against the costs, expenses (including reasonable
                            attorneys' fees and expenses and the expenses of the
                            Property Trustee's agents, nominees or custodians)
                            and liabilities that might be incurred by it in
                            complying with such request or direction, including
                            such reasonable advances as may be requested by the
                            Property Trustee; provided that nothing contained in
                            this Section 3.10(a)(vi) shall be taken to relieve
                            the Property Trustee, upon the occurrence of an
                            Indenture Event of Default (of which the Property
                            Trustee is deemed to have knowledge as provided in
                            Section 2.7(b) hereof), of its obligation to
                            exercise the rights and powers vested in it by this
                            Declaration;

                                       28

<PAGE>

                     (vii)  the Property Trustee shall not be bound to make any
                            investigation into the facts or matters stated in
                            any resolution, certificate, statement, instrument,
                            opinion, report, notice, request, direction,
                            consent, order, bond, debenture, note, other
                            evidence of indebtedness or other paper or document,
                            but the Property Trustee, in its sole discretion,
                            may make such further inquiry or investigation into
                            such facts or matters as it sees fit;

                     (viii) the Property Trustee may execute any of the trusts
                            or powers hereunder or perform any duties hereunder
                            either directly or by or through agents, custodians,
                            nominees or attorneys, and the Property Trustee
                            shall not be personally responsible for any
                            misconduct or negligence on the part of any agent or
                            attorney appointed with due care by it hereunder;

                     (ix)   any action taken by the Property Trustee or its
                            agents hereunder shall bind the Trust and the
                            Holders, and the signature of the Property Trustee
                            or its agents alone shall be sufficient and
                            effective to perform any such action, and no third
                            party shall be required to inquire as to the
                            authority of the Property Trustee to so act or as to
                            its compliance with any of the terms and provisions
                            of this Declaration, both of which shall be
                            conclusively evidenced by the Property Trustee's or
                            its agent's taking such action;

                     (x)    whenever in the administration of this Declaration
                            the Property Trustee shall deem it desirable to
                            receive instructions with respect to enforcing any
                            remedy or right or taking any other action
                            hereunder, the Property Trustee:

                            (A)  may request instructions from the Holders which
                                 instructions may only be given by the Holders
                                 of the same proportion in liquidation amount of
                                 the Securities as would be entitled to direct
                                 the Property Trustee under the terms of the
                                 Securities in respect of such remedy, right or
                                 action;

                            (B)  may refrain from enforcing such remedy or right
                                 or taking such other action until such
                                 instructions are received; and

                            (C)  shall be fully protected in conclusively
                                 relying on or acting in accordance with such
                                 instructions;

                     (xi)   except as otherwise expressly provided by this
                            Declaration, the Property Trustee shall not be under
                            any obligation to take any action that is
                            discretionary under the provisions of this
                            Declaration;

                                       29

<PAGE>

                     (xii)  with respect to the calculation of the Accreted
                            Value, the Property Trustee may conclusively rely
                            upon the calculation thereof determined by the
                            Calculation Agent; and

                     (xiii) the Property Trustee shall not be personally liable
                            for any action taken, suffered, or omitted to be
                            taken by it without negligence, in good faith and
                            reasonably believed by it to be authorized or within
                            the discretion, rights or powers conferred upon it
                            by this Declaration.

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

Section 3.11.   Powers and Duties of the Delaware Trustee.

                Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers of, nor shall the Delaware Trustee have any of the duties and
responsibilities of, the Administrative Trustees or the Property Trustee
described in this Declaration (except as required under the Statutory Trust
Act). Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act. In the event the Delaware Trustee is
required to take any action or perform any duty hereunder, the Delaware Trustee
shall be entitled to the benefits of Sections 3.9(b)(ii) to (ix), inclusive, and
Section 3.10. No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

Section 3.12.   Not Responsible for Recitals or Issuance of Securities.

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

Section 3.13.   Duration of the Trust.

                The Trust, unless earlier dissolved or terminated pursuant to
the provisions of Article VIII, shall have existence up to November 1, 2051.

Section 3.14.   Mergers, Consolidations, Conversions, Amalgamations or
Replacements of the Trust.

                (a)  The Trust may not merge with or into, consolidate with,
convert into, amalgamate with, or be replaced by, or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to, any
Person, except as described in Section 3.14(b) and

                                       30

<PAGE>

3.14(c) and except with respect to the distribution of Debentures to Holders
pursuant to Article 6 or Article 8 of this Declaration.

               (b)   At the request of the Company and with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, the Trust may merge with or into, consolidate
with, convert into, amalgamate with, be replaced by or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to, a
trust organized as such under the laws of any state; provided that:

                     (i)    if the Trust is not the successor entity, such
                            successor entity (the "Successor Entity") either:

                            (A)    expressly assumes all of the obligations of
                                   the Trust with respect to the Securities; or

                            (B)    substitutes for the Securities other
                                   securities having substantially the same
                                   terms as the Securities (the "Successor
                                   Securities"), so long as the Successor
                                   Securities rank the same as the Securities
                                   rank in priority with respect to
                                   Distributions and payments upon liquidation,
                                   redemption and otherwise;

                     (ii)   if the Trust is not the successor entity, the
                            Company expressly appoints a trustee of the
                            Successor Entity that possesses the same powers and
                            duties as the Property Trustee as the holder of the
                            Debentures;

                     (iii)  the Successor Securities are, or upon notification
                            of issuance will be, listed (or eligible for
                            trading) on any national securities exchange or with
                            any other organization on which the Preferred
                            Securities were listed or quoted (or otherwise
                            eligible for trading) prior to such merger,
                            consolidation, conversion, amalgamation,
                            replacement, conveyance, transfer or lease;

                     (iv)   if the Preferred Securities (including any Successor
                            Securities) are rated by any nationally recognized
                            statistical rating organization prior to such
                            transaction, such merger, consolidation, conversion,
                            amalgamation, replacement, conveyance, transfer or
                            lease does not cause the Preferred Securities
                            (including any Successor Securities) to be
                            downgraded by any nationally recognized statistical
                            rating organization;

                     (v)    such merger, consolidation, conversion,
                            amalgamation, replacement, conveyance, transfer or
                            lease does not adversely affect the rights,
                            preferences and privileges of the Holders (including
                            any Successor Securities) in any material respect
                            (other than with respect to any dilution of such
                            Holders' interests in the new entity);

                                       31

<PAGE>

                     (vi)   such Successor Entity, if not the Trust, has a
                            purpose identical in all material respects to that
                            of the Trust;

                     (vii)  prior to such merger, consolidation, conversion,
                            amalgamation, replacement, conveyance, transfer or
                            lease, the Company has received an Opinion of
                            Counsel to the Trust, rendered by an independent law
                            firm experienced in such matters, to the effect
                            that:

                            (A)    such merger, consolidation, conversion,
                                   amalgamation, replacement, conveyance,
                                   transfer or lease does not adversely affect
                                   the rights, preferences and privileges of the
                                   Holders of the Securities (including any
                                   Successor Securities) in any material respect
                                   (other than with respect to any dilution of
                                   the Holders' interest in the new entity);

                            (B)    following such merger, consolidation,
                                   conversion, amalgamation, replacement,
                                   conveyance, transfer or lease, neither the
                                   Trust nor the Successor Entity will be
                                   required to register as an Investment
                                   Company; and

                            (C)    following such merger, consolidation,
                                   conversion, amalgamation, replacement,
                                   conveyance, transfer or lease, the Trust (or
                                   the Successor Entity) will continue to be
                                   classified as a grantor trust for United
                                   States federal income tax purposes;

                     (viii) if the Trust is not the successor entity, the
                            Company or any permitted successor or assignee owns
                            all of the common securities of such Successor
                            Entity and guarantees the obligations of such
                            Successor Entity under the Successor Securities at
                            least to the extent provided by the Guarantee;

                     (ix)   the Successor Entity expressly assumes all of the
                            obligations of the Trust; and

                     (x)    there shall have been furnished to the Property
                            Trustee an Officers' Certificate and an Opinion of
                            Counsel to the effect that all conditions precedent
                            in this Declaration to such transaction have been
                            satisfied.

                (c)  Notwithstanding Section 3.14(b), the Trust shall not,
except with the consent of Holders of 100% in aggregate liquidation amount of
the Securities, merge with or into, consolidate with, convert into, amalgamate
with, be replaced by, or convey, transfer or acquire by conveyance, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, any other Person or permit any other Person to merge with or into,
consolidate with, convert into, amalgamate with, replace it, acquire by
conveyance, transfer or lease its properties and assets as an entirety or
substantially as an entirety, if such merger, consolidation, conversion,
amalgamation, replacement, conveyance, transfer or lease would cause the Trust
or the Successor

                                       32

<PAGE>

Entity to be classified as other than a grantor trust for United States federal
income tax purposes or would cause each Holder of Securities not to be treated
as owning an undivided beneficial interest in the Debentures.

Section 3.15.   Property Trustee May File Proofs of Claim.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other similar judicial proceeding relative to the Trust or any other obligor
upon the Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Securities are then due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee has
made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise to:

                (a) file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount securities, such portion of the
liquidation amount as may be specified in the terms of such securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding; and

                (b) collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee consents
to the making of such payments directly to the Holders, to pay to the Property
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

                Nothing contained herein shall be deemed to authorize the
Property Trustee to authorize or consent to or accept or adopt, on behalf of any
Holder, any plan of reorganization, arrangement, adjustment or compensation
affecting the Securities or the rights of any Holder or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                   ARTICLE IV

                                     SPONSOR

Section 4.1.    Responsibilities of the Company.

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

                (a) to prepare for filing by the Trust with the Commission one
or more registration statements on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

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<PAGE>

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

                (c) if the Preferred Securities are separately traded from the
Units and the applicable exchange listing requirements are met, to prepare for
execution and filing by the Trust an application to permit the Preferred
Securities to trade or be quoted or listed in or on the New York Stock Exchange
or any other national securities exchange, quotation system or the Nasdaq
National Market for listing or quotation upon notice of issuance of the
Preferred Securities; and

                (d) to prepare any registration statements or reports required
to be filed or submitted with the Commission with respect to the Securities
pursuant to the Exchange Act, unless performed by the Administrative Trustees.

Section 4.2.    Indemnification and Expenses of the Trustees.

                The Company, in its capacity as issuer of the Debentures, agrees
to indemnify the Property Trustee and the Delaware Trustee (including in their
respective individual capacities) for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Property Trustee or the Delaware Trustee, as the case may be,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending either
of them against any claim or liability in connection with the exercise or
performance of any of their respective powers or duties hereunder. The
provisions of this Section 4.2 shall survive the resignation or removal of the
Delaware Trustee or the Property Trustee and the termination of this
Declaration.

Section 4.3.    Right to Proceed.

                The Company acknowledges the rights of the Holders of Preferred
Securities, in the event that a failure of the Trust to pay Distributions on the
Preferred Securities is attributable to the failure of the Company to pay
interest or principal on the Debentures, to institute a Direct Action against
the Company for enforcement of its payment obligations on the Debentures.

                                    ARTICLE V

                                    TRUSTEES

Section 5.1.    Number of Trustees.

                The number of Trustees initially shall be five, and:

                (a) at any time before the issuance of any Securities, the
Company may, by written instrument, increase or decrease the number of Trustees;
and

                (b) after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities at a meeting of the Holders of the
Common Securities or by written consent

                                       34

<PAGE>

in lieu of such meeting; provided, however, that the number of Trustees shall in
no event be less than three; and provided, further, that:

                     (i)    one Trustee shall be the Delaware Trustee;

                     (ii)   one Trustee shall be the Property Trustee, which,
                            for so long as this Declaration is required to
                            qualify as an indenture under the Trust Indenture
                            Act, shall meet the requirements of applicable law;
                            provided that the Property Trustee also may serve as
                            Delaware Trustee if it meets the applicable
                            requirements; and

                     (iii)  at least one Trustee shall be an Administrative
                            Trustee who shall be an employee or officer of, or
                            shall be affiliated with, the Company.

Section 5.2.    Delaware Trustee; Eligibility.

                (a)  If required by the Statutory Trust Act, one Trustee (the
"Delaware Trustee") shall be:

                     (i)    a natural person who is a resident of the State of
                            Delaware; or

                     (ii)   if not a natural person, an entity which has its
                            principal place of business in the State of Delaware
                            and otherwise meets the requirements of applicable
                            law;

provided that if the Property Trustee has its principal place of business in the
State of Delaware and otherwise meets the requirements of applicable law, the
Property Trustee also shall be the Delaware Trustee and Section 3.11 shall have
no application.

                (b)  The initial Delaware Trustee shall be:

                     Wilmington Trust Company
                     Rodney Square North
                     1100 North Market Street
                     Wilmington, DE 19890

Section 5.3.    Property Trustee; Eligibility.

                (a)  There shall at all times be one Trustee which shall act as
Property Trustee (the "Property Trustee"). The Property Trustee shall:

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

                     (ii)   be a corporation organized and doing business under
                            the laws of the United States of America or any
                            state or territory thereof or of the District of
                            Columbia, or a corporation or Person permitted by
                            the Commission to act as an institutional trustee
                            under the Trust Indenture Act, authorized under such
                            laws to exercise corporate trust powers, having a
                            combined capital and surplus of

                                       35

<PAGE>

                            at least $50,000,000, and subject to supervision or
                            examination by federal, state, territorial or
                            District of Columbia authority. If such corporation
                            publishes reports of condition at least annually,
                            pursuant to law or to the requirements of the
                            supervising or examining authority referred to
                            above, then for the purposes of this Section
                            5.3(a)(ii), the combined capital and surplus of such
                            corporation shall be deemed to be its combined
                            capital and surplus as set forth in its most recent
                            report of condition so published.

                (b)  If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(b).

                (c)  If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holders of the Common Securities (as
if it were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall comply in all respects with the provisions of Section 310(b) of the Trust
Indenture Act.

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

                (e)  The initial Property Trustee shall be:

                     Wilmington Trust Company
                     Rodney Square North
                     1100 North Market Street
                     Wilmington, DE 19890
                     Attention: Corporate Trust Administration

Section 5.4.    Qualifications of Administrative Trustees Generally.

                Each Administrative Trustee (each, an "Administrative Trustee")
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more Authorized Officers.

Section 5.5.    Initial Administrative Trustees.

                The initial Administrative Trustees shall be Messrs. Joseph R.
Ficalora, Robert Wann and Thomas R. Cangemi, the business address of each of
whom is c/o New York Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New
York 11590.

Section 5.6.    Appointment, Removal and Resignation of Trustees.

                (a)  Subject to Section 5.6(b), the Trustees may be appointed or
removed without cause at any time:

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<PAGE>

                     (i)    until the issuance of any Securities, by written
                            instrument executed by the Company;

                     (ii)   unless a Trust Enforcement Event shall have occurred
                            and be continuing after the issuance of any
                            Securities, by vote of the Holders of a Majority in
                            Liquidation Amount of the Common Securities at a
                            meeting of the Holders of the Common Securities or
                            by written consent in lieu of such meeting; and

                     (iii)  if a Trust Enforcement Event shall have occurred and
                            be continuing after the issuance of the Securities,
                            with respect to the Property Trustee or the Delaware
                            Trustee, by vote of Holders of a Majority in
                            Liquidation Amount of the Preferred Securities at a
                            meeting of Holders of the Preferred Securities or by
                            written consent in lieu of such meeting.

                (b)  The Property Trustee shall not be removed in accordance
with Section 5.6(a) until a successor Trustee possessing the qualifications to
act as Property Trustee under Section 5.3(a) (a "Successor Property Trustee")
has been appointed and has accepted such appointment by written instrument
executed by such Successor Property Trustee and delivered to the Administrative
Trustees and the Company.

                (c)  The Delaware Trustee shall not be removed in accordance
with Section 5.6(a) until a successor Trustee possessing the qualifications to
act as Delaware Trustee under Section 5.2(a) (a "Successor Delaware Trustee")
has been appointed and has accepted such appointment by written instrument
executed by such Successor Delaware Trustee and delivered to the Administrative
Trustees and the Company.

                (d)  A Trustee appointed to office shall hold office until a
successor shall have been appointed or until death, dissolution, removal or
resignation. Any Trustee may resign from office (without need for prior or
subsequent accounting) by a written instrument signed by such Trustee and
delivered to the Company, the Trust and the other Trustees, which resignation
shall take effect upon such delivery or upon such later date as is specified
therein; provided, however, that:

                     (i)    no such resignation of the Property Trustee shall be
                            effective:

                            (A)    until a Successor Property Trustee has been
                                   appointed and has accepted such appointment
                                   by written instrument executed by such
                                   Successor Property Trustee and delivered to
                                   the Trust, the Administrative Trustees, the
                                   Company and the resigning Property Trustee;
                                   or

                            (B)    until the assets of the Trust have been
                                   completely liquidated and the proceeds
                                   thereof distributed to the Holders; and

                     (ii)   no such resignation of the Delaware Trustee shall be
                            effective until a Successor Delaware Trustee has
                            been appointed and has accepted such appointment by
                            written instrument executed by

                                       37

<PAGE>

                            such Successor Delaware Trustee and delivered to the
                            Trust, the Administrative Trustees, the Company and
                            the resigning Delaware Trustee.

                (e)  The Holders of the Common Securities or, if a Trust
Enforcement Event shall have occurred and be continuing after the issuance of
the Securities, the Holders of the Preferred Securities, shall use their best
efforts to promptly appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

                (f)  If no Successor Property Trustee or Successor Delaware
Trustee, as the case may be, shall have been appointed and accepted appointment
as provided in this Section 5.6 within 60 days after delivery of an instrument
of resignation or removal, the Property Trustee or Delaware Trustee resigning or
being removed, as applicable, may at the expense of the Company petition any
court of competent jurisdiction for appointment of a Successor Property Trustee
or Successor Delaware Trustee, as applicable. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

                (g)  No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

                (h)  At the time of resignation or removal of the Property
Trustee or the Delaware Trustee, the Company shall pay to such Trustee any
amounts that may be owed to such Trustee pursuant to Section 9.4.

                (i)  Any successor Delaware Trustee is authorized to file an
amendment to the Certificate of Trust with the Secretary of State of the State
of Delaware identifying the name and principal place of business of such
successor Delaware Trustee in the State of Delaware.

Section 5.7.    Vacancies among Trustees.

                If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

Section 5.8.    Effect of Vacancies.

                The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to dissolve, terminate or annul the Trust or terminate
this Declaration. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 5.6, the Administrative
Trustees in office, regardless of their number, shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

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<PAGE>

Section 5.9.   Meetings.

               If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person or telephonic meetings of the Administrative Trustees or
any committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before such meeting unless such notice is waived by all of the
Administrative Trustees. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of an Administrative Trustee at a meeting shall constitute a
waiver of notice of such meeting except where an Administrative Trustee attends
a meeting for the express purpose of objecting to the transaction of any
activity on the ground that the meeting has not been lawfully called or
convened. Unless provided otherwise in this Declaration, any action of the
Administrative Trustees may be taken at a meeting by vote of a majority of the
Administrative Trustees present (whether in person or by telephone) and eligible
to vote with respect to such matter; provided that a Quorum is present, or
without a meeting by the unanimous written consent of the Administrative
Trustees. In the event there is only one Administrative Trustee, any and all
action of such Administrative Trustee shall be evidenced by a written consent of
such Administrative Trustee.

Section 5.10.  Delegation of Power by the Administrative Trustees.

               (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his power for the purpose of executing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.7.

               (b) The Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

Section 5.11.  Merger, Conversion, Consolidation or Succession to Business.

               Any Person into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person, as the case may be,
may be merged or converted or with which such Trustee may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Trustee, shall be the successor of such
Trustee under this Declaration without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided that such
Person shall be otherwise qualified and eligible under this Article V; provided,
further, that such Person shall file an amendment to the Certificate of Trust
with the Delaware Secretary of State as contemplated in Section 5.6(i).

                                   ARTICLE VI

                                 THE SECURITIES

                                       39

<PAGE>

Section 6.1.   General Provisions Regarding the Securities.

               (a) The Administrative Trustees shall issue on behalf of the
Trust one class of preferred securities representing undivided preferred
beneficial interests in the assets of the Trust (the "Preferred Securities") and
one class of common securities representing undivided common beneficial
interests in the assets of the Trust (the "Common Securities").

                   (i)   The Preferred Securities of the Trust shall number
                         5,500,000 and shall have an aggregate stated
                         liquidation amount with respect to the assets of the
                         Trust of $275,000,000, a stated liquidation amount with
                         respect to the assets of the Trust of $50.00 per
                         Preferred Security and an accreted value at any time
                         equal to the Accreted Value. The Preferred Securities
                         are hereby designated for the purposes of
                         identification only as the Preferred Securities. The
                         Preferred Securities Certificates evidencing the
                         Preferred Securities shall be substantially in the form
                         of Exhibit A, with such changes and additions thereto
                         or deletions therefrom as may be required by ordinary
                         usage, custom or practice.

                   (ii)  The Common Securities of the Trust shall number 170,104
                         and shall have an aggregate liquidation amount with
                         respect to the assets of the Trust of $8,505,200, a
                         stated liquidation amount with respect to the assets of
                         the Trust of $50.00 per Common Security and an accreted
                         value at any time equal to the Accreted Value. The
                         Common Securities are hereby designated for the
                         purposes of identification only as the Common
                         Securities. The Common Securities Certificates
                         evidencing the Common Securities shall be substantially
                         in the form of Exhibit B, with such changes and
                         additions thereto or deletions therefrom as may be
                         required by ordinary usage, custom or practice.

               (b) The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

               (c) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable beneficial interests in the assets of the Trust.

               (d) Each Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration, the Guarantee, the Indenture and
the Debentures.

               (e) Payment of Distributions on, and any payment of the
Redemption Price upon a redemption of, the Securities shall be made on a Pro
Rata basis based on the liquidation amount of such Securities; provided that if,
on any date on which payment of a Distribution or the Redemption Price is to be
made, an Indenture Event of Default has occurred and is continuing, then such
payment shall not be made on any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of such Common
Securities shall be

                                       40

<PAGE>

made, until all accumulated and unpaid Distributions or payments of the
Redemption Price, as the case may be, on all of the outstanding Preferred
Securities for which Distributions are to be paid or that have been called for
redemption, as the case may be, are fully paid. All funds available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions on, or the Redemption Price of, the Preferred Securities then due
and payable.

               (f) Neither the issuance of Preferred Securities nor the issuance
of Common Securities is subject to preemptive or other similar rights to
subscribe for any additional securities. The Holders of the Securities shall not
have any preemptive or similar rights to subscribe for any additional
securities.

Section 6.2.   Execution and Authentication.

               (a) Each Certificate shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. If any Administrative
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Administrative Trustee before the Securities so signed shall be
delivered by the Trust, such Securities nevertheless may be delivered as though
the person who signed such Securities had not ceased to be such Administrative
Trustee; and any Securities may be signed on behalf of the Trust by such persons
who, at the actual date of execution of such Security, shall be the
Administrative Trustees of the Trust, although at the date of the execution and
delivery of this Declaration any such person was not such an Administrative
Trustee.

               (b) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that such Preferred
Securities Certificate has been authenticated under this Declaration.

               (c) Upon receipt of a written order of the Trust signed by one
Administrative Trustee, the Property Trustee is authorized to authenticate the
Preferred Securities for original issue. The aggregate number of Preferred
Securities outstanding at any time shall not exceed the aggregate stated
liquidation amount set forth in Section 6.1(a)(i).

               (d) The Property Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Property
Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Property Trustee in good faith shall determine that such
action would expose the Property Trustee to personal liability to existing
Holders.

               (e) The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Company or an Affiliate.

Section 6.3.   Form and Dating.

               The Preferred Securities shall be evidenced by one or more
certificates substantially in the form of Exhibit A and the Common Securities
shall be evidenced by one or

                                       41

<PAGE>

more certificates substantially in the form of Exhibit B. The Property Trustee's
certificate of authentication shall be substantially in the form set forth in
Exhibit A.

               The terms and provisions of the Securities set forth in Exhibits
A and B are part of the terms of this Declaration and to the extent applicable,
the Property Trustee and the Company, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.

               The Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof. The
Certificates may have letters, CUSIP or other numbers, notations or other marks
of identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required by law,
stock exchange rule, agreements to which the Trust is subject, if any, or usage;
provided that any such notation, legend or endorsement is in a form acceptable
to the Trust.

               Each Preferred Security shall be dated the date of its
authentication.

               Upon the execution and delivery of this Declaration, the
Preferred Securities shall be issued as a component of a Unit, in fully
registered form without Distribution coupons (the "Global Unit Certificate"),
substantially in the form set forth in Exhibit A of the Unit Agreement. The
Preferred Securities also initially shall be issued in the form of one or more
global Certificates in fully registered form without Distribution coupons and
with the global legends specified in Exhibit A (each, a "Global Preferred
Security"), substantially in the form of Exhibit A. The Global Preferred
Securities shall be registered in the name of the Clearing Agency or a nominee
of the Clearing Agency, duly executed by the Trust and authenticated by the
Property Trustee, and deposited on behalf of the purchasers of the Preferred
Securities represented thereby with the Property Trustee, at the Corporate Trust
Office, as custodian for the Clearing Agency. The Global Preferred Securities
shall represent such of the outstanding Preferred Securities as shall be
specified in the "Schedule of Increases or Decreases in Global Preferred
Security" attached thereto (or on the books and records of the Property Trustee
and the Clearing Agency or its nominee). Initially the number of Preferred
Securities evidenced by a Global Preferred Security shall be zero. Thereafter,
the number of Preferred Securities represented by the Global Preferred
Securities may from time to time be increased or decreased by adjustments made
on the "Schedule of Increases or Decreases in Global Preferred Security"
attached thereto (or books and records of the Property Trustee and the Clearing
Agency or its nominee) as hereinafter provided.

               Except as provided in Sections 6.22(f) and 6.22(g), Preferred
Security Beneficial Owners shall not be entitled to receive physical delivery of
definitive, fully registered Preferred Securities Certificates ("Definitive
Preferred Securities").

Section 6.4.   The Company's Purchase of the Common Securities.

               (a) On the Closing Date, the Company shall purchase all of the
Common Securities then issued by the Trust, in an aggregate liquidation amount
equal to at least 3% of the total capital of the Trust, at such time as the
Preferred Securities are sold and issued. The aggregate stated liquidation
amount of the Common Securities outstanding at any time shall not be less than
3% of the total capital of the Trust.

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<PAGE>

               (b) For so long as the Preferred Securities remain outstanding,
the Company shall covenant:

                   (i)   to maintain, directly or indirectly, 100% ownership of
                         the Common Securities; provided, however, that any
                         permitted successor of the Company (in its capacity as
                         issuer of the Debentures) under the Indenture may
                         succeed to the Company's ownership of such Common
                         Securities;

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

                   (iii) to 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;

                   (iv)  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

                   (v)   to use its reasonable best efforts to cause each Holder
                         to be treated as owning an undivided beneficial
                         interest in the assets of the Trust.

Section 6.5.   Distributions.

               (a) Holders shall be entitled to receive Distributions that shall
be payable at a rate per annum of 6.00% (the "Coupon Rate") of the liquidation
preference of $50 per Security from and including November 4, 2002 to, but
excluding, the Remarketing Date, and at the Reset Rate of the Accreted Value of
the Security on the Remarketing Date to, but excluding, the date of redemption.
At all times, the Distribution rate shall correspond to the interest rate on the
Debentures. The amount of a Distribution payable shall be computed:

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

                   (ii)  for any period shorter than a full 90-day quarterly
                         Distribution 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.

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<PAGE>

Subject to Section 6.1(e), Distributions shall be made on the Securities on a
Pro Rata basis. Distributions shall be payable on the Distribution Dates only to
the extent that payments are made to the Trust in respect of the Debentures held
by the Property Trustee and to the extent the Trust has funds available for the
payment of such Distributions in the Property Account.

               (b) Distributions on the Securities shall accumulate from the
date of original issue, shall be cumulative and shall be payable quarterly in
arrears on February 1, May 1, August 1 and November 1 of each year (each, a
"Distribution Date"), commencing on February 1, 2003, when, as and if available
for payment, except as otherwise provided in this Declaration. Interest not paid
on the Debentures on the scheduled Interest Payment Dates shall accrue and
compound quarterly at the Coupon Rate of the aggregate principal amount or the
Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as
applicable, and, as a result, Distributions not paid on the scheduled
Distribution Dates shall accumulate and compound quarterly at the Coupon Rate of
the aggregate stated liquidation amount or the Reset Rate of the Accreted Value
of the Preferred Securities on the Remarketing Date, as applicable ("Compounded
Distributions"). The term "Distribution" means ordinary quarterly distributions
together with any Compounded Distributions.

               (c) As long as no Indenture Event of Default has occurred and is
continuing and as long as a Failed Remarketing has not occurred, the Company has
the right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period, at any time and from time to time, on the
Debentures for a period not exceeding 20 consecutive quarters (each, an
"Extension Period"), 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 of the
Debentures. Upon the occurrence of a Failed Remarketing, any such Extension
Period shall terminate and interest shall be payable in cash on the next
Interest Payment Date. As a consequence of such deferral, Distributions also
shall be deferred. Despite such deferral, interest on the Debentures shall
continue to accrue with additional interest thereon (to the extent permitted by
applicable law) and, as a result, Distributions shall continue to accumulate
with additional Distributions thereon (to the extent permitted by applicable
law) at the Coupon Rate of the aggregate principal amount or at the Reset Rate
of the Accreted Value on the Remarketing Date, as the case may be, compounded
quarterly during any such Extension Period. 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 date of the
Debentures. 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.

               (d) Distributions on the Securities shall be payable to the
Holders thereof as their names appear in the books and records of the Trust at
the close of business on the relevant Regular Record Dates; provided that
Distributions payable on the Remarketing Settlement Date shall be payable to the
Holders thereof as their names appear in the books and records of the Trust at
the close of business on the Special Record Date. If the Preferred Securities
are represented by one or more Global Preferred Securities, the relevant Regular
Record Dates shall be the close of business on the Business Day preceding the
corresponding Distribution Date, unless a different Regular Record Date is
established or provided for the corresponding Interest Payment Date on the
Debentures. If the Preferred Securities are not represented by one or more
Global Preferred

                                       44

<PAGE>

Securities, the relevant Regular Record Dates for the Preferred Securities shall
be at least one Business Day prior to the corresponding Distribution Dates, or
such other dates as may be selected by the Administrative Trustees. The record
dates for the Common Securities shall be the same as the record dates for the
Preferred Securities. At all times, the Distribution Dates shall correspond to
the Interest Payment Dates on the Debentures.

               Distributions payable on any Securities that are not punctually
paid on any Distribution Date, as a result of the Company having failed to make
a payment under the Debentures, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution instead shall be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture for payment of the corresponding
defaulted interest on the Debentures.

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

               (f) If and to the extent that the Company makes a payment of
principal of and premium, if any, and interest on the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, to make a distribution of the Payment Amount to the Holders on a
Pro Rata basis, subject to Section 6.1(e).

               (g) In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed on a Pro Rata basis among the Holders subject to 6.1(e).

Section 6.6.   Remarketing.

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

                   (i)   in connection with a Remarketing 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, and, as a
                         result, the Accreted Value of the Securities as of the
                         end of the day on the day next preceding the
                         Remarketing Date shall be redeemed 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, as a result, the
                         Distribution rate per annum on the Accreted

                                       45

<PAGE>

                         Value of the Securities shall become the Reset Rate
                         established in the Remarketing of the Preferred
                         Securities;

                   (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, and, as a result, Distributions
                         accumulated and unpaid on the Securities from and
                         including the immediately preceding Distribution Date
                         to, but excluding, the Remarketing Settlement Date
                         shall be payable to the Holders of the Securities on
                         the Special Record Date;

                   (iv)  in connection with a Remarketing upon an Optional
                         Redemption Remarketing Event or a Legal Cause
                         Remarketing Event, the Company shall be obligated to
                         redeem the Warrants on the Remarketing Settlement Date
                         at a redemption price per Warrant equal to the Warrant
                         Value as of the end of the day on the day next
                         preceding the Remarketing Date; and

                   (v)   on and after the Remarketing Date, the Warrants shall
                         be exercisable at the Exercise Price.

               (b) The proceeds from the Remarketing of the Preferred Securities
shall be paid to the selling Holders; provided that upon an Optional Redemption
Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the
Remarketing of the Preferred Securities 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.

               (c) 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.

               (d) Upon the occurrence of an Optional Redemption Remarketing
Event, the Company shall cause a Remarketing of the Preferred Securities 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 Preferred Securities and on the
                         Remarketing Date, no Trust Enforcement Event or
                         deferral of Distributions to

                                       46

<PAGE>

                         Holders of the Preferred Securities shall have occurred
                         and be continuing;

                   (ii)  as of the date on which the Company elects to cause a
                         Remarketing of the Preferred Securities 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
of the Preferred Securities 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 Preferred
Securities 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 Preferred Securities 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 Preferred Securities and on the
                         Remarketing Date, no Trust Enforcement Event shall have
                         occurred and be continuing;

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

                                       47

<PAGE>

                   (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)  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
                              pursuant to the Warrant Agreement.

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 Preferred
Securities 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
Preferred Securities 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 Preferred Securities
does not occur on the Maturity Remarketing Date, the Administrative Trustees
shall give notice thereof to all Holders of Preferred Securities (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, as a result, the
                         rate of Distribution per annum on the Accreted Value of
                         the Securities (which, on the Maturity Remarketing
                         Date, shall be equal to the liquidation preference of
                         the Securities) shall become 11.10%;

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

                                       48

<PAGE>

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

               (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 Preferred Securities are evidenced by Global Preferred Securities
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
Clearing Agency notify the Holders of the Preferred Securities of the
Remarketing of the Preferred Securities and of the procedures that must be
followed if such Holder of Preferred Securities wishes to elect not to
participate in the Remarketing of the Preferred Securities.

               (i) Upon the occurrence of a Remarketing Event, all of the
Preferred Securities (excluding the Preferred Securities as to which the Holders
thereof have elected not to participate in the Remarketing) 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 Preferred Securities
may elect not to have the Preferred Securities held by such Holder remarketed in
the Remarketing. Holders of Preferred Securities that are not held pursuant to
the Unit Agreement shall give such notice to the Property Trustee, and Holders
of Preferred Securities that are held pursuant to the Unit Agreement shall give
such notice to the Unit Agent. Holders of Preferred Securities 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 Preferred Securities 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 Property 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 number of Preferred
Securities to be tendered for purchase in the Remarketing.

               (j) The right of each Holder to have Preferred Securities
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 Preferred Securities 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 Preferred Securities 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 6.6(k), the
Remarketing Agent determines that it will be able to remarket all of the
Preferred Securities deemed tendered for purchase at the purchase price set
forth in Section 6.6(k) prior to 4:00 p.m. (New York City time)

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<PAGE>

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
Preferred Securities deemed tendered for Remarketing.

               (m) If none of the Holders of the Preferred Securities or the
holders of the Units elects to have their Preferred Securities remarketed in the
Remarketing, the Reset Rate shall equal 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 other terms of the Preferred Securities and to the 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 Preferred
Securities 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 Clearing Agency, the Property Trustee, the
Indenture 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 Preferred Securities 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, and, as
                         a result, the Accreted Value of the Securities as of
                         the end of the day on the day next preceding the Failed
                         Remarketing Date shall be redeemed 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%, and, as a result, the
                         rate of Distribution per annum on the Accreted Value of
                         the Securities shall become 11.10%; and

                   (iii) pursuant to the Indenture, 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 holder 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 Clearing Agency, the Property Trustee, the
                         Indenture Trustee, the Trust and the Company of the
                         Reset Rate

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<PAGE>

                          determined in the Remarketing and the number of
                          Preferred Securities sold in the Remarketing;

                   (ii)   each purchaser (or the Clearing Agency Participant
                          thereof) of the Reset Rate and the number of Preferred
                          Securities such purchaser is to purchase; and

                   (iii)  each purchaser to give instructions to its Clearing
                          Agency Participant to pay the purchase price on the
                          Remarketing Settlement Date in same day funds against
                          delivery of the Preferred Securities purchased through
                          the facilities of the Clearing Agency.

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

             (q)   If any Holder of the Preferred Securities selling such
Preferred Securities (or any holder of Units selling the Preferred Securities
that are held pursuant to the Unit Agreement) in the Remarketing fails to
deliver such Preferred Securities, the Clearing Agency Participant of such
selling holder and of any other Person that was to have purchased Preferred
Securities in the Remarketing may deliver to any such other Person a number of
Preferred Securities that is less than the number of Preferred Securities that
otherwise was to be purchased by such Person. In such event, the number of
Preferred Securities to be so delivered shall be determined by such Clearing
Agency Participant, and delivery of such lesser number of Preferred Securities
shall constitute good delivery.

             (r)   The Remarketing Agent is not obligated to purchase any
Preferred Securities 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
Preferred Securities for Remarketing.

             (s)   Under the Remarketing Agreement, the Company, in its capacity
as Company, 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 in this Section 6.6,
including provisions for payment by purchasers of the Preferred Securities in
the Remarketing, shall be subject to modification to the extent required by the
Clearing Agency or if the book-entry system is no longer available for the
Preferred Securities at the time of the Remarketing, to facilitate the tendering
and remarketing of the Preferred Securities in definitive form. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order
to facilitate the settlement process.

Section 6.7. Limited Right to Require Exchange of Preferred Securities and
Repurchase of Debentures.

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<PAGE>

             (a)   Upon the exercise of Warrants by a holder of Units on a date
other than a Remarketing Settlement Date, such Holder shall have the right (the
"Repurchase Right"), on the next Special Distribution Date that is no less than
180 days following the exercise date of such Warrants, to require the Trust to
exchange the Preferred Securities related to such exercised Warrants for
Debentures having a principal amount at maturity equal to the liquidation
preference of such Preferred Securities on such exchange date plus accumulated
and unpaid Distributions (including deferred Distributions) to such date, and to
require the Company to repurchase such Debentures on the applicable Special
Distribution Date.

             (b)   To exercise its Repurchase Right, a Unit holder shall:

                   (i)    provide the Administrative Trustees, the Exchange
                          Agent and the Company with notice of its election to
                          exercise its Repurchase Right no less than 30 days
                          prior to the Special Distribution Date on which such
                          repurchase is to be effected;

                   (ii)   specify in such notice the number of Preferred
                          Securities to be exchanged for Debentures by the
                          Trust; and

                   (iii)  certify to the Trust, the Administrative Trustees and
                          the Company that such holder (A) has exercised the
                          Warrants that are held pursuant to the Unit Agreement
                          having an Exercise Price no less than the liquidation
                          preference of the Preferred Security sought to be
                          exchanged, and (B) is the beneficial owner of the
                          Preferred Securities to be exchanged.

             (c)   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
                          Property Trustee shall make, in accordance with the
                          instructions of the Exchange Agent, the necessary
                          endorsement to the "Schedule of Increases or Decreases
                          in Global Preferred Security" attached to the Global
                          Preferred Security to reduce the amount of Preferred
                          Securities represented thereby and shall instruct the
                          Indenture Trustee to transfer to the Exchange Agent a
                          corresponding principal amount of Debentures; and

                   (ii)   if the Preferred Securities to be exchanged are
                          represented by Definitive Preferred Securities, (x)
                          the Holder of such Preferred Securities shall present
                          such Definitive Preferred Securities to the Property
                          Trustee for cancellation and the Property Trustee
                          shall so notify the Registrar and (y) the Property
                          Trustee shall instruct the Indenture Trustee to
                          deliver to such Holder, definitive Debentures having a
                          principal amount at maturity equal to the liquidation
                          preference of the cancelled Preferred Securities of
                          such Holder.

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<PAGE>

             (d)   On the applicable Special Distribution Date, the Company
shall repurchase, pursuant to the Indenture, the Debentures which were the
subject of an exchange notice received by the Company pursuant to Section 6.7(b)
at the Repurchase Price.

Section 6.8. Change of Control Right to Require Exchange of Preferred Securities
and Repurchase of Debentures.

             (a)   Upon the occurrence of a Change of Control, each Holder of a
Preferred Security shall have the right (a "Change of Control Repurchase Right")
to exchange any or all of such Holder's Preferred Securities for Debentures
having an Accreted Value on the date of exchange equal to the Accreted Value of
such Preferred Securities on such exchange date, and to require the Company to
repurchase such Debentures on the Change of Control Repurchase Date.

             (b)   Within 30 days after the occurrence of a Change of Control,
the Company shall give notice to each Holder of a Preferred Security and the
Property Trustee of the transaction that constitutes the Change of Control,
identifying such transaction as constituting a Change of Control and setting
forth the resulting repurchase right (the date of such notice, the "Change of
Control Notice Date").

             (c)   To exercise its Change of Control Repurchase Right, a Holder
of Preferred Securities shall:

                   (i)    provide the Trust, the Company, the Property Trustee
                          and the Exchange Agent with irrevocable written notice
                          of its election to exercise its Change of Control
                          Repurchase Right no earlier than 180 days and no later
                          than 210 days following the Change of Control Notice
                          Date; and

                   (ii)   specify in such notice the number of Preferred
                          Securities to be exchanged for Debentures by the
                          Trust.

             (d)   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
                          Property Trustee shall make, in accordance with the
                          instructions of the Exchange Agent, the necessary
                          endorsement to the "Schedule of Increases or Decreases
                          in Global Preferred Security" attached to the Global
                          Preferred Security to reduce the amount of Preferred
                          Securities represented thereby and shall instruct the
                          Indenture Trustee to transfer to the Exchange Agent a
                          corresponding Accreted Value of Debentures; and

                   (ii)   if the Preferred Securities to be exchanged are
                          represented by Definitive Preferred Securities, (x)
                          the Holder of such Preferred Securities shall present
                          such Definitive Preferred Securities to the Property
                          Trustee for cancellation and the Property Trustee
                          shall so notify the Registrar and (y) the Property
                          Trustee shall instruct the Indenture Trustee to
                          deliver to such Holder,

                                       53

<PAGE>

                          definitive Debentures having an Accreted Value equal
                          to the Accreted Value of the cancelled Preferred
                          Securities of such Holder.

             (e)   On the Change of Control Repurchase Date, the Company shall
repurchase, pursuant to the Indenture, the Debentures which were the subject of
an exchange notice received by the Company pursuant to Section 6.8(c) at the
Change of Control Repurchase Price.

Section 6.9. Redemption.

             (a)   Except as provided in Sections 6.7 and 6.8, upon the
repayment of the Debentures held by the Trust, in whole or in part, whether at
stated maturity (as adjusted in connection with a Remarketing, if applicable) or
otherwise, the proceeds from such repayment shall be simultaneously applied by
the Property Trustee to redeem a Like Amount of the Securities at a redemption
price (i) in the absence of a Remarketing, equal to $50, plus accumulated and
unpaid Distributions on the Securities through the date of redemption or (ii) in
the event of a successful Remarketing prior to maturity, the Securities'
Accreted Value (the "Redemption Price"). The Redemption Price shall be payable
on the date of redemption (the "Redemption Date") only to the extent that the
Trust has sufficient funds available for the payment of such Redemption Price.

             (b)   If the Debentures are repaid in part, the Securities shall be
redeemed in part. Except as provided in Section 6.13, the proceeds from such
repayment of Debentures shall be allocated on a Pro Rata basis to the redemption
of the Securities.

             (c)   The procedure with respect to redemptions of Securities shall
be as follows:

                   (i)    Notice of any redemption of Securities (a "Redemption
                          Notice"), which notice shall be irrevocable, shall be
                          given by the Trust by mail to each Holder of
                          Securities within 5 Business Days of the Redemption
                          Date, which shall be the date fixed for repayment of
                          the Debentures. A Redemption 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 Redemption Notice or in the mailing of
                          the redemption Notice with respect to any Holder shall
                          affect the validity of the redemption proceedings with
                          respect to any other Holder.

                   (ii)   Each Redemption Notice shall be prepared by the
                          Administrative Trustees and delivered to the Property
                          Trustee, which will then send such Redemption Notice
                          on behalf of the Trust to:

                          (A)  in respect of the Preferred Securities, the
                               Clearing Agency or its nominee (or any successor
                               Clearing Agency or its nominee) if the Global
                               Preferred Securities have been issued or, the
                               Holders thereof if Definitive Preferred
                               Securities have been issued, and

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                          (B)  in respect of the Common Securities, the Holder
                               (or Holders) thereof.

                   (iii)  Once the Trust gives a Redemption Notice:

                          (A)  with respect to Preferred Securities issued in
                               book-entry form, by 12:00 noon (New York City
                               time) on the Redemption Date of such Preferred
                               Securities; provided that the Company has paid
                               the Property Trustee a sufficient amount of cash
                               in connection with the related repayment of the
                               Debentures by 10:00 a.m. (New York City time) on
                               such Redemption Date, the Property Trustee shall
                               deposit irrevocably with the Clearing Agency or
                               its nominee (or successor Clearing Agency or its
                               nominee) funds sufficient to pay the applicable
                               Redemption Price with respect to such Global
                               Preferred Securities and shall give the Clearing
                               Agency irrevocable instructions and authority to
                               pay the Redemption Price to the relevant Clearing
                               Agency Participants, and

                          (B)  with respect to Preferred Securities issued in
                               definitive form and Common Securities, by 12:00
                               noon (New York City time) on the Redemption Date
                               of such Securities, provided that the Company has
                               paid the Property Trustee a sufficient amount of
                               cash in connection with the related repayment of
                               the Debentures by 10:00 a.m. (New York City time)
                               on such Redemption Date, the Property Trustee
                               shall deposit irrevocably with the Paying Agent
                               such funds sufficient to pay the applicable
                               Redemption Price with respect to such Definitive
                               Preferred Securities and Common Securities and
                               shall give the Paying Agent irrevocable
                               instructions and authority to pay the Redemption
                               Price to the relevant Holders upon surrender of
                               their Certificates evidencing their Securities.

                   (iv)   If a Redemption Notice shall have been given and funds
                          deposited as required, then, immediately prior to the
                          close of business on the Redemption Date,
                          Distributions shall cease to accumulate on the
                          Securities called for redemption and all rights of
                          Holders of Securities called for redemption, except
                          the right of such Holders to receive the Redemption
                          Price (but without interest on such Redemption Price),
                          shall cease, and such Securities shall cease to be
                          outstanding.

                   (v)    Payment of accumulated and unpaid Distributions on the
                          Redemption Date of the Securities shall be subject to
                          the rights of Holders on the close of business on a
                          Regular Record Date in respect of a Distribution Date
                          occurring prior to or on such Redemption Date.

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<PAGE>

                   (vi)   If any Redemption Date is not a Business Day, payment
                          of the Redemption Price payable on such Redemption
                          Date shall be made on the next day that is a Business
                          Day (and without any interest or other payment in
                          respect of any such delay) except that, if such next
                          Business Day falls in the next calendar year, such
                          payment shall be made on the immediately preceding
                          Business Day, in each case with the same force and
                          effect as if made on the date such payment was
                          originally payable.

                   (vii)  If payment of the Redemption Price in respect of any
                          Securities called for redemption is improperly
                          withheld or refused and not paid either by the
                          Property Trustee or by the Company pursuant to the
                          Guarantee, Distributions on such Securities shall
                          continue to accumulate from the redemption date
                          originally established by the Trust to the date such
                          Redemption Price is actually paid, in which case the
                          actual payment date shall be the Redemption Date for
                          purposes of calculating the Redemption Price.

                   (viii) Subject to the foregoing and applicable law
                          (including, without limitation, United States federal
                          securities laws and banking laws), the Company or any
                          of its subsidiaries may at any time and from time to
                          time purchase outstanding Preferred Securities by
                          tender, in the open market or by private agreement.

Section 6.10.  Distribution of Debentures in Exchange for Securities Upon the
Occurrence of a Special Event.

               (a) If at any time either a Tax Event or an Investment Company
Event occurs (each, a "Special Event") and certain conditions set forth in
Section 6.10(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 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 days following the occurrence of such Special Event (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 6.10(a) shall be permitted only upon satisfaction
of the following three conditions:

                   (i)    the receipt by the Administrative Trustees of an
                          Opinion of Counsel, rendered by an independent law
                          firm having a recognized national tax practice, to the
                          effect that the Holder shall not recognize any gain or
                          loss for United States federal income tax purposes as
                          a result of the dissolution of the Trust and the
                          distribution of the Debentures (a "No Recognition
                          Opinion"); provided that if a Special Event occurs and
                          the Administrative Trustees are informed by an
                          independent counsel that such counsel cannot deliver a
                          No Recognition Opinion to the Trust, and thus a
                          dissolution of the Trust and distribution of the

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<PAGE>

                          Debentures shall not be permitted, the Company shall
                          have the right to cause a Remarketing of the Preferred
                          Securities as set forth in Section 6.6 within the
                          90-Day Period;

                   (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; 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)   Notice of any distribution of Debentures in exchange for the
Securities (a "Debenture Distribution Notice"), which notice shall be
irrevocable, shall be given by the Trust by mail to each Holder of 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 shall affect the
validity of the exchange proceedings with respect to any other Holder.

             Each Debenture Distribution Notice shall be prepared by the
Administrative Trustees and delivered to the Property Trustee, which will then
send such Debenture Distribution Notice on behalf of the Trust to:

                   (i)    in respect of the Preferred Securities, the Clearing
                          Agency or its nominee (or any successor Clearing
                          Agency or its nominee) if the Global Preferred
                          Securities have been issued or, the Holders thereof if
                          Definitive Preferred Securities have been issued, and

                   (ii)   in respect of the Common Securities, the Holder (or
                          Holders) thereof.

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

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

                   (ii)   the Clearing Agency or its nominee (or any successor
                          Clearing Agency 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

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<PAGE>

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

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

Section 6.11. Voting Rights of the Preferred Securities.

              (a)  Except as provided under this Section 6.11 and 11.1 and as
otherwise required by the Statutory Trust Act, this Declaration and other
applicable law, the Holders of the Preferred Securities shall have no voting
rights.

              (b)  Subject to the requirement of the Property Trustee obtaining
a tax opinion in certain circumstances set forth in Section 6.11(d), the Holders
of a Majority in Liquidation Amount of the Preferred Securities, voting
separately as a class, shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee,
or to direct the exercise of any trust or power conferred upon the Property
Trustee under this Declaration, including the right to direct the Property
Trustee, as holder of the Debentures, to:

                   (i)    exercise the remedies available to it under the
                          Indenture;

                   (ii)   consent to any amendment or modification of the
                          Indenture or the Debentures where such consent is
                          required; or

                   (iii)  waive any past default and its consequences that are
                          waivable under Section 2.11 of the First Supplemental
                          Indenture;

provided, however, that if an Indenture Event of Default has occurred and is
continuing, the Holders of at least 25% of the aggregate liquidation amount of
the Preferred Securities may direct the Property Trustee to declare the
principal of and premium, if any, and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of a Super Majority of the
aggregate principal amount of Debentures affected thereby, the Property Trustee
may give such consent or take such action only at the written direction of the
Holders of the percentage of the aggregate liquidation amount of the Preferred
Securities which is at least equal to the percentage required under the
Indenture.

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<PAGE>

             (c)   If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Preferred Securities has made a written request,
such Holder of Preferred Securities may institute, to the fullest extent
permitted by law, 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. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Company to make any interest, principal or
other required payments when due under the Indenture, then a Holder of Preferred
Securities may institute a Direct Action against the Company on or after the
respective due date specified in the Debentures.

             (d)   The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of any Indenture Event of Default received
from the Company with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in Section 6.10(b), unless the Property
Trustee has received an Opinion of Counsel, rendered by a nationally recognized
independent tax counsel, to the effect that the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes as a
result of such action, and that each Holder of Preferred Securities shall be
treated as owning an undivided beneficial interest in the Debentures.

             (e)   If the consent of the Property Trustee, as the holder of the
Debentures, is required under the Indenture with respect to any amendment,
modification or termination of the Indenture, the Property Trustee shall request
the written direction of the Holders with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a Majority in Liquidation Amount of
the Securities voting together as a single class; provided that where a consent
under the Indenture would require the consent of the Holders of a Super Majority
of the aggregate principal amount of the Debentures, the Property Trustee may
give such consent only at the direction of the Holders of the percentage of the
aggregate liquidation amount of the Securities which is at least equal to the
percentage required under the Indenture. The Property Trustee shall not take any
such action in accordance with the directions of the Holders of the Securities
unless the Property Trustee has received an Opinion of Counsel, rendered by a
nationally recognized independent tax counsel, to the effect that the Trust will
not fail to be classified as a grantor trust for United States federal income
tax purposes as a result of such action, and that each Holder of Securities will
be treated as owning an undivided beneficial interest in the Debentures.

             (f)   A waiver of an Indenture Event of Default with respect to the
Debentures shall constitute a waiver of the corresponding Trust Enforcement
Event.

             (g)   Any required approval or direction of the Holders of the
Preferred Securities may be given at a separate meeting of the Holders of the
Preferred Securities convened for such purpose, at a meeting of all of the
Holders of the Securities or pursuant to written consent. The Administrative
Trustees shall cause a notice of any meeting at which Holders of the Preferred
Securities are entitled to vote to be mailed to each Holder of record of
Preferred Securities. Each such notice shall include a statement setting forth:

                   (i)    the date of such meeting or the date by which action
                          is to be taken;

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<PAGE>

                   (ii)   a description of any resolution proposed for adoption
                          at such meeting on which such Holders are entitled to
                          vote or of the matter upon which written consent is
                          sought; and

                   (iii)  instructions for the delivery of proxies or consents.

              (h)  No vote or consent of the Holders of the Preferred Securities
shall be required for the Trust to redeem and cancel the Preferred Securities or
distribute the Debentures in accordance with this Declaration and the terms of
the Securities.

              (i)  Notwithstanding that the Holders of the Preferred
Securities are entitled to vote or consent under any of the circumstances
described above, any of the Preferred Securities that are owned at such time by
the Company, the Trustees or any Affiliate of the Company or any Trustee shall
not be entitled to vote or consent and shall be treated, solely for purposes of
such vote or consent, as if such Preferred Securities were not outstanding.

              (j)  Except as provided under Section 6.11(k), the Holders of the
Preferred Securities shall have no rights to appoint or remove the Trustees, who
may be appointed, removed or replaced solely by the Holders of the Common
Securities.

              (k)  If an Indenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed and
replaced by a Majority in Liquidation Amount of the Preferred Securities.

Section 6.12. Voting Rights of the Common Securities.

              (a)  Except as provided in Section 5.1(b), this Section 6.12 and
Section 11.1 and as otherwise required by the Statutory Trust Act, the Trust
Indenture Act or other applicable law, the Holders of the Common Securities
shall have no voting rights.

              (b)  Subject to Section 6.11(k), the Holders of the Common
Securities shall be entitled to vote to appoint, remove or replace any Trustee
or to increase or decrease the number of Trustees in accordance with Article V.

              (c)  Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Preferred Securities have been cured, waived or
otherwise eliminated and subject to the requirement of the Property Trustee
receiving an Opinion of Counsel, rendered by an independent law firm experienced
in such matters, in certain circumstances set forth in this Section 6.12(c), the
Holders of the Common Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Property
Trustee, or to direct the exercise of any trust or power conferred upon the
Property Trustee under this Declaration, including the right to direct the
Property Trustee, as the holder of the Debentures, to:

                   (i)    exercise the remedies available to it under the
                          Indenture;

                   (ii)   consent to any amendment or modification of the
                          Indenture or the Debentures where such consent is
                          required; or

                   (iii)  waive any past default and its consequences that are
                          waivable under Section 2.11 of the First Supplemental
                          Indenture;

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<PAGE>

provided that where a consent or action under the Indenture would require the
consent or act of the Holders of a Super Majority of the aggregate principal
amount of Debentures affected thereby, only the Holders of the percentage of the
aggregate liquidation amount of the Common Securities which is at least equal to
the percentage required under the Indenture may direct the Property Trustee to
give such consent or take such action.

Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clauses (i) and (ii) of this Section
6.12(c) unless the Property Trustee has received an Opinion of Counsel, rendered
by a nationally recognized independent tax counsel, to the effect that the Trust
will not fail to be classified as a grantor trust for United States federal
income tax purposes as a result of such action, and each Holder will be treated
as owning an undivided beneficial interest in the Debentures.

              (d)  If the Property Trustee fails to enforce its rights under
the Debentures after the Holders of the Common Securities have made a written
request pursuant to Section 6.11(c), the Holders of the Common Securities may
institute, to the fullest extent permitted by law, a legal proceeding directly
against the Company to enforce the Property Trustee's rights under the
Debentures without first instituting any legal proceeding against the Property
Trustee or any other Person.

              (e)  A waiver of an Indenture Event of Default with respect to the
Debentures shall constitute a waiver of the corresponding Trust Enforcement
Event.

              (f)  Any required approval or direction of the Holders of the
Common Securities may be given at a separate meeting of the Holders of the
Common Securities convened for such purpose, at a meeting of all of the Holders
of the Securities or pursuant to written consent. The Administrative Trustees
shall cause a notice of any meeting at which the Holders of the Common
Securities are entitled to vote to be mailed to the Holders of the Common
Securities. Such notice shall include a statement setting forth:

                   (i)    the date of such meeting or the date by which the
                          action is to be taken;

                   (ii)   a description of any resolution proposed for adoption
                          at such meeting on which the Holders of the Common
                          Securities are entitled to vote or of the matter upon
                          which written consent is sought; and

                   (iii)  instructions for the delivery of proxies or consents.

              (g)  No vote or consent of the Holders of the Common Securities
shall be required for the Trust to redeem and cancel the Common Securities or to
distribute the Debentures in accordance with this Declaration and the terms of
the Securities.

Section 6.13. Ranking.

              The Preferred Securities rank pari passu with the Common
Securities and payment thereon shall be made on a Pro Rata basis with the Common
Securities, except that, if a Trust Enforcement Event occurs and is continuing,
no payments in respect of Distributions on, or

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payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the Holders of the Preferred Securities shall be
paid in full the Distributions, Redemption Price, Liquidation Distribution and
other payments to which they are entitled at such time.

Section 6.14. Registrar, Paying Agent and Transfer Agent.

              The Trust shall maintain in the Borough of Manhattan, The City of
New York or in the City of Wilmington, Delaware:

                   (i)    an office or agency where Preferred Securities may be
                          presented for registration of transfer ("Registrar"),

                   (ii)   an office or agency where Definitive Preferred
                          Securities may be presented for payment, if any
                          Preferred Securities are not represented by one or
                          more Global Preferred Securities ("Paying Agent"); and

                   (iii)  an office or agency where Securities may be presented
                          for transfer and exchange ("Transfer Agent").

              The Registrar shall keep a register of the Preferred Securities
and of their transfer. The term "Registrar" includes any additional registrar,
"Paying Agent" includes any additional paying agent and the term "Transfer
Agent" includes any additional transfer agent. The Administrative Trustees on
behalf of the Trust may appoint the Registrar, the Paying Agent and the Transfer
Agent. If the Administrative Trustees fail to appoint or maintain another entity
as Registrar, Paying Agent or Transfer Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent, Registrar, or
Transfer Agent. The Administrative Trustees on behalf of the Trust may change
any Registrar, Paying Agent or Transfer Agent without prior notice to any
Holder. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees. The Administrative Trustees
on behalf of the Trust shall notify the Property Trustee and the Holders of any
change in the location of the office or agency of any Agent.

              The Trust shall act as Paying Agent, Registrar and Transfer Agent
for the Common Securities.

              The Trust initially appoints the Property Trustee as Registrar,
Paying Agent, and Transfer Agent for the Preferred Securities.

Section 6.15. Paying Agent to Hold Money in Trust.

              The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of Distributions, Redemption Price or Liquidation Amounts, and
will notify the Property Trustee if there are insufficient funds for such
purpose. While any such insufficiency continues, the Property Trustee may
require a Paying Agent to pay all money held by it to the Property Trustee. The
Trust at any time may require a Paying Agent to pay all money held by it to the
Property Trustee and to account for any money disbursed by it. Upon payment over
to the Property Trustee, the Paying Agent (if other than the

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              Trust or an Affiliate of the Trust) shall have no further
liability for the money. If the Trust or the Company or any Affiliate of the
Trust or the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

Section 6.16. Replacement Securities.

              If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, the Trust shall issue and the Property Trustee shall, upon
written order of the Trust signed by one Administrative Trustee, authenticate a
replacement Security if the Property Trustee's and the Trust's requirements, as
the case may be, are met. An indemnity bond must be provided by the Holder
which, in the judgment of the Property Trustee, is sufficient to protect the
Trustees, the Company, the Trust or any authenticating agent from any loss which
any of them may suffer if a Security is replaced. The Trust may charge such
Holder for its expenses in replacing a Security.

Section 6.17. Outstanding Preferred Securities.

              The Preferred Securities outstanding at any time are all the
Preferred Securities authenticated by the Property Trustee and, in the case of
the Global Preferred Securities, specified in the "Schedule of Increases or
Decreases in Global Preferred Security" attached thereto (or on the books and
records of the Property Trustee and the Clearing Agency or its nominee), except
for those canceled by it, those delivered to it for cancellation, and those
described in this Section as not outstanding.

              A Preferred Security does not cease to be outstanding because the
Company, one of the Trustees or any Affiliate of the Company or any of the
Trustees owns the Security.

Section 6.18. Preferred Securities in Treasury.

              In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Company, the Trustees or any Affiliate of the Company or
any Trustees, as the case may be, shall be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Property
Trustee shall be fully protected in relying on any such direction, waiver or
consent, only Securities which a Responsible Officer of the Property Trustee
actually knows are so owned shall be so disregarded.

Section 6.19. Deemed Security Holders.

              The Trustees may treat the Person in whose name any Security shall
be registered on the books and records of the Trust as the sole owner of such
Security for purposes of receiving Distributions and for all other purposes
whatsoever. Accordingly, the Trustees shall not be bound to recognize any
equitable or other claim to or interest in such Security on the part of any
Person, whether or not the Trust shall have actual or other notice thereof.

Section 6.20. Cancellation.

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                  The Trust at any time may deliver Preferred Securities to the
Property Trustee for cancellation. The Registrar, Paying Agent and Transfer
Agent shall forward to the Property Trustee any Preferred Securities surrendered
to them for registration of transfer, redemption, exchange or payment. The
Property Trustee shall promptly cancel all Preferred Securities surrendered for
registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of cancelled Preferred Securities as the Trust
directs in writing, provided that the Property Trustee shall not be obligated to
destroy Preferred Securities. The Trust may not issue new Preferred Securities
to replace Preferred Securities that it has paid or that have been delivered to
the Property Trustee for cancellation or that any Holder has exchanged.

Section 6.21.     CUSIP Numbers.
                  -------------

                  The Trust in issuing the Preferred Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Property Trustee shall use
"CUSIP" numbers in Redemption Notices, Distribution Notices and notices of
Remarketing or as a convenience to Holders of Preferred Securities; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Preferred Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Preferred Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Property Trustee of any change in
the CUSIP numbers.

Section 6.22.     Global Preferred Securities; Legends

                  (a) Every Global Preferred Security authenticated, executed on
behalf of the Trust and delivered hereunder shall bear a legend in the form set
forth in Exhibit A.

                  (b) An Administrative Trustee shall execute, and, upon its
receipt of a written order of the Trust signed by one Administrative Trustee,
the Property Trustee is authorized to authenticate and deliver, one or more
Global Preferred Securities that:

                      (i)   shall be registered in the name of the Clearing
                            Agency or the nominee of such Clearing Agency; and

                      (ii)  shall be delivered by the Property Trustee to such
                            Clearing Agency or pursuant to such Clearing
                            Agency's instructions or, if no such instructions
                            are received by the Property Trustee, shall be held
                            by the Property Trustee as custodian for such
                            Clearing Agency.

                  (c) The Global Preferred Securities shall represent such of
the outstanding Preferred Securities as shall be specified in the "Schedule of
Increases or Decreases in Global Preferred Security" attached thereto (or on the
books and records of the Property Trustee and the Clearing Agency or its
nominee). Initially the number of Preferred Securities evidenced by the Global
Preferred Securities shall be zero and shall not, at any time, represent more
than 5,500,000 Preferred Securities with a maximum liquidation value of
$275,000,000.

                  (d) Preferred Securities not represented by a Global Preferred
Security issued in exchange for all or a part of a Global Preferred Security
pursuant to this Section 6.22 shall be registered in such names and in such
authorized denominations as the Clearing Agency,

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pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Property Trustee. Upon execution and authentication, the
Property Trustee shall deliver any Preferred Securities not represented by a
Global Preferred Security to the Persons in whose names such Definitive
Preferred Securities are so registered.

                  (e) At such time as all interests in Global Preferred
Securities have been redeemed, repurchased or canceled, such Global Preferred
Securities shall be canceled, upon receipt thereof, by the Property Trustee in
accordance with standing procedures of the Clearing Agency. At any time prior to
such cancellation, if any interest in a Global Preferred Security is exchanged
for Preferred Securities not represented by a Global Preferred Security,
redeemed, canceled or transferred to a transferee who receives Preferred
Securities not represented by a Global Preferred Security, or if any Preferred
Security not represented by a Global Preferred Security is exchanged or
transferred for part of a Global Preferred Security, then, in accordance with
the standing procedures of the Clearing Agency, the aggregate stated liquidation
amount of such Global Preferred Security shall be reduced or increased, as the
case may be, and an endorsement shall be made on such Global Preferred Security
by the Property Trustee to reflect such reduction or increase in the "Schedule
of Increases or Decreases in Global Preferred Security" attached thereto.

                  (f) The Trust and the Property Trustee, as the authorized
representative of the Holders of the Preferred Securities, may deal with the
Clearing Agency for all purposes of this Declaration, including the making of
payments due on the Preferred Securities and exercising the rights of Holders of
the Preferred Securities hereunder. The rights of any Preferred Security
Beneficial Owners shall be limited to those established by law and agreements
between such owners and Clearing Agency Participants; provided that no such
agreement shall give to any Person any rights against the Trust or the Property
Trustee. Multiple requests and directions from and votes of the Clearing Agency
as the Holder of the Preferred Securities represented by Global Preferred
Securities with respect to any particular matter shall not be deemed
inconsistent to the extent they do not represent an amount of Preferred
Securities in excess of those held in the name of the Clearing Agency or its
nominee.

                  (g) If at any time the Clearing Agency notifies the Trust that
it is unwilling or unable to continue as Clearing Agency for the Preferred
Securities or if at any time the Clearing Agency no longer is eligible to serve
as Clearing Agency, the Administrative Trustees shall appoint a successor
Clearing Agency with respect to the Preferred Securities. If a successor
Clearing Agency is not appointed by the Trust within 90 days after the Trust
receives such notice or becomes aware of such ineligibility, the Trust's
election that the Preferred Securities be represented by one or more Global
Preferred Securities shall no longer be effective, and an Administrative Trustee
shall execute, and upon its receipt of a written order of the Trust signed by
one Administrative Trustee, the Property Trustee is authorized to authenticate
and deliver, Definitive Preferred Securities, in any authorized denominations,
in an aggregate stated liquidation amount equal to the aggregate stated
liquidation amount of the Global Preferred Securities representing the Preferred
Securities, in exchange for such Global Preferred Securities. An Administrative
Trustee also shall execute, and upon its receipt of a written order of the Trust
signed by one Administrative Trustee, the Property Trustee also is authorized to
authenticate and deliver, Definitive Preferred Securities, in any authorized
denominations, in an aggregate stated liquidation amount equal to the aggregate
stated liquidation amount of the Global Preferred Securities representing the
Preferred Securities, in exchange for such Global Preferred Securities, if (1)
the Company in its sole discretion elects to cause the issuance of the Preferred
Securities in

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definitive form or (2) there shall have occurred and be continuing any event
which after notice or lapse of time or both would be a Trust Enforcement Event.

                  (h) The Administrative Trustees at any time and in their sole
discretion may determine that the Preferred Securities issued in the form of one
or more Global Preferred Securities shall no longer be represented by Global
Preferred Securities. In such event an Administrative Trustee on behalf of the
Trust shall execute, and, upon its receipt of a written order of the Trust
signed by one Administrative Trustee, the Property Trustee is authorized to
authenticate and deliver, Definitive Preferred Securities, in any authorized
denominations, in an aggregate stated liquidation amount equal to the aggregate
stated liquidation amount of the Global Preferred Securities representing the
Preferred Securities, in exchange for such Global Preferred Securities.

                  (i) Notwithstanding any other provisions of this Declaration
(other than the provisions set forth in Section 7.1), Global Preferred
Securities may not be transferred as a whole except by the Clearing Agency to a
nominee of the Clearing Agency or by a nominee of the Clearing Agency to the
Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.

                  (j) Interests of Preferred Security Beneficial Owners in a
Global Preferred Security may be transferred or exchanged for Preferred
Securities not represented by a Global Preferred Security, and Preferred
Securities not represented by a Global Preferred Security may be transferred or
exchanged for a Global Preferred Security or Securities, in accordance with
rules of the Clearing Agency and the provisions of Section 7.1.

                                  ARTICLE VII

                             TRANSFER OF SECURITIES

Section 7.1.      Transfer of Securities.

                  (a) The Preferred Securities may be transferred, in whole or
in part, only in accordance with the terms and conditions set forth in this
Declaration and in the terms of the Preferred Securities. To the fullest extent
permitted by law, any transfer or purported transfer of any Preferred Security
not made in accordance with this Declaration shall be null and void.

                  (b) Subject to this Section 7.1 and Section 6.22, the
Preferred Securities shall be freely transferrable.

                  (c) The Common Securities shall not be transferrable except as
provided in the Indenture.

                  (d) The Trust shall cause to be kept at the Corporate Trust
Office the books and records in which, subject to such reasonable regulations as
it may prescribe, the Trust shall provide for the registration of Preferred
Securities and of transfers of Preferred Securities.

                  (e) Upon surrender for registration of transfer of any
Preferred Securities at an office or agency of the Trust designated for such
purpose, an Administrative Trustee shall execute, and upon its receipt of a
written order of the Trust signed by one Administrative Trustee,

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the Property Trustee is authorized to authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Preferred Securities
of any authorized denominations and of a like aggregate principal amount.

                  (f) At the option of the Holder, Preferred Securities may be
exchanged for other Preferred Securities of any authorized denominations and of
a like aggregate stated liquidation amount, upon surrender of the Preferred
Securities to be exchanged at such office or agency. Whenever any Preferred
Securities are so surrendered for exchange, an Administrative Trustee shall
execute, and upon its receipt of a written order of the Trust signed by one
Administrative Trustee, the Property Trustee is authorized to authenticate and
deliver, the Preferred Securities that the Holder making the exchange is
entitled to receive.

                  (g) If so required by the Property Trustee, every Preferred
Security presented or surrendered for registration of transfer or for exchange
shall be duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Property Trustee and the Registrar, by the
Holder thereof or his attorney duly authorized in writing.

                  (h) No service charge shall be made for any registration of
transfer or exchange of Preferred Securities, but the Trust may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Preferred
Securities.

                  (i) If the Preferred Securities are to be redeemed in part,
neither the Administrative Trustees nor the Trust shall be required to register
the transfer of or exchange any Preferred Securities:

                      (i)   during a period beginning on the opening of business
                            15 days before the day of the mailing of a
                            Redemption Notice or any notice of selection of
                            Securities for redemption; or

                      (ii)  so selected for redemption, except the unredeemed
                            portion of any such Preferred Securities being
                            redeemed in part.

Section 7.2.      Separation and Rejoining of Units.

                  At any time after issuance, the Preferred Security and Warrant
components of any Unit may be separated by the holder and thereafter transferred
separately. In the event of any separation of the components of a Unit:

                  (a) if such Unit is represented by a definitive certificate,
the holder shall present such definitive certificate to the Unit Agent for
cancellation and the Unit Agent shall so notify the Unit registrar and shall
return the Preferred Security component of such Unit to the Property Trustee
with an instruction to authenticate and deliver to, or upon the instruction of,
such holder a separated Preferred Security bearing the separate CUSIP number
assigned to the Preferred Security; and

                  (b) if such Unit is represented by a global certificate,
the Unit Agent shall make the necessary adjustment to the "Schedule of Exchanges
of Increases or Decreases in Global Certificate" attached to the global unit
certificate or otherwise comply with the Depositary's procedures to reduce the
amount of Units represented thereby and shall instruct the

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Property Trustee to effect a corresponding increase in the Preferred Securities
represented by the Global Preferred Securities bearing a separate CUSIP number.

                  Once separated, a Preferred Security and Warrant may be
rejoined to form a Unit. In the event a holder of a Preferred Security and a
Warrant desires to rejoin a Unit:

                      (i)   if the constituent components are represented by
                            definitive certificates, the holder shall present
                            (A) the Preferred Security to the Property Trustee
                            and (B) the Warrant to the Warrant Agent, in each
                            case for cancellation and the Property Trustee and
                            the Warrant Agent shall so notify the Unit Agent,
                            who shall in turn so notify the registrar under the
                            Unit Agreement and shall, upon an Issuer Order (as
                            defined in the Unit Agreement) and subject to
                            Section 1.2 of the Unit Agreement, authenticate and
                            deliver to, or upon the written instruction of, such
                            holder a Unit certificate bearing the separate CUSIP
                            number assigned to the Units; and

                      (ii)  if the constituent components are represented by
                            global certificates, each of the Property Trustee
                            and the Warrant Agent shall make the necessary
                            adjustment to their respective global certificates
                            or otherwise comply with the Depositary's procedures
                            to reduce the amount of Preferred Securities and
                            Warrants, respectively, represented thereby and
                            shall instruct the Unit Agent in writing to effect a
                            corresponding increase in the Units represented by
                            the global unit certificate bearing a separate CUSIP
                            number. The Property Trustee shall make such other
                            necessary adjustments to the Global Preferred
                            Securities, as directed in writing by the
                            Administrative Trustees, to reflect the appropriate
                            number of Units and Preferred Securities, as
                            appropriate, represented thereby.

Section 7.3.      Book-Entry Interests.

                  Global Preferred Securities shall initially be registered on
the books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency, and no Preferred Security Beneficial Owner will receive a
Definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner's interests in such Global Preferred Securities, except as
provided in Section 6.22. Unless Definitive Preferred Securities have been
issued to the Preferred Security Beneficial Owners pursuant to Sections 6.22(f)
and 6.22(g):

                  (a) the provisions of this Section 7.3 shall be in full force
and effect;

                  (b) to the extent that the provisions of this Section 7.3
conflict with any other provisions of this Declaration, the provisions of this
Section 7.3 shall control;

                  (c) the Trust, the Company and the Trustees shall be entitled
to deal with the Clearing Agency for all purposes of this Declaration (including
the payment of Distributions on the Global Preferred Securities and receiving
approvals, votes or consents hereunder) as the Holder of the Preferred
Securities and the absolute owner of the Global Preferred Securities for

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all purposes whatsoever and shall have no obligation to the Preferred Security
Beneficial Owners; and

                  (d) the rights of the Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants. The Clearing Agency shall make book-entry transfers among the
Clearing Agency Participants and shall receive and transmit payments of
Distributions on the Global Preferred Securities to such Clearing Agency
Participants; provided that solely for the purposes of determining whether the
Holders of the requisite liquidation amount of Preferred Securities have voted
on any matter provided for in this Declaration, so long as Definitive Preferred
Securities have not been issued and the Preferred Securities remain in the form
of one or more Global Preferred Securities, the Trustees may rely conclusively
on, and shall be protected in relying on, any written instrument (including a
proxy) delivered to the Trustees by the Clearing Agency setting forth the votes
of the Preferred Security Beneficial Owners or assigning the right to vote on
any matter to any other Persons either in whole or in part.

Section 7.4.      Notices to Clearing Agency.

                  Whenever a notice or other communication to the Preferred
Security Holders is required under this Declaration, the Trustees shall give all
such notices and communications specified herein to be given to the Holders of
Global Preferred Securities to the Clearing Agency, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

Section 7.5.      Appointment of Successor Clearing Agency.

                  If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.

                                  ARTICLE VIII

                    DISSOLUTION AND TERMINATION OF THE TRUST

Section 8.1.      Dissolution and Termination of the Trust.

                  (a) The Trust shall automatically dissolve upon the earliest
to occur of:

                      (i)   the bankruptcy of the Company;

                      (ii)  the filing of a certificate of dissolution or its
                            equivalent with respect to the Company, or the
                            revocation of the Company's charter and the
                            expiration of 90 days after the date of revocation
                            without a reinstatement thereof;

                      (iii) the entry of a decree of judicial dissolution of the
                            Company or the Trust by a court of competent
                            jurisdiction;

                      (iv)  the time when all of the Securities shall have been
                            called for redemption and the amounts necessary for
                            redemption thereof

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                            shall have been paid to the Holders in accordance
                            with the terms of the Securities;

                      (v)   the written notice from the Company directing the
                            Property Trustee to distribute the Debentures to the
                            Holders in exchange for all of the Securities;
                            provided that the Company has provided to the
                            Property Trustee an Opinion of a Counsel experienced
                            in such matters to the effect that the Holders will
                            not recognize any gain or loss for United States
                            federal income tax purposes as a result of the
                            distribution of Debentures and the dissolution of
                            the Trust;

                      (vi)  the time when all of the Administrative Trustees and
                            the Company have consented to the dissolution of the
                            Trust; provided that such action is taken before the
                            issuance of any Securities; and

                      (vii) the expiration of the term of the Trust provided in
                            Section 3.14.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), and after satisfaction of liabilities to
creditors of the Trust, if any, as provided by applicable law, the
Administrative Trustees shall terminate the Trust by executing and filing in
accordance with the Statutory Trust Act a certificate of cancellation with the
Secretary of State of the State of Delaware.

                  (c) The provisions of Section 4.2 and Article IX shall survive
the termination of the Trust.

Section 8.2.      Liquidation Distribution Upon Dissolution or Termination of
the Trust.

                  (a) In the event of any voluntary or involuntary dissolution,
liquidation, winding-up or termination of the Trust pursuant to Section 8.1
(each a "Liquidation"), the Trust shall be liquidated by the Administrative
Trustees as expeditiously as the Administrative Trustees determine to be
possible by distributing to the Holders, after satisfaction of liabilities to
creditors of the Trust, if any, as provided by applicable law, Debentures in an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the Distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid Distributions on, such
Securities in exchange for such Securities.

                  (b) If, notwithstanding the other provisions of this
Section 8.2, distribution of the Debentures in the manner set forth in Section
8.2(a) is determined by the Administrative Trustees not to be practical, the
assets of the Trust shall be liquidated, and the Trust shall be wound-up by the
Administrative Trustees in such manner as the Administrative Trustees determine.
In such event, the Holders shall be entitled to receive out of the assets of the
Trust available for distribution to the Holders, after satisfaction of
liabilities to creditors of the Trust, if any, as provided by applicable law, an
amount equal to the Accreted Value of the Securities plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such Liquidation, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
the aggregate Liquidation Distribution in full, then the amounts payable
directly by the Trust on the Securities

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shall be paid on a Pro Rata basis; provided that if an Indenture Event of
Default has occurred and is continuing, then the Preferred Securities shall have
a preference over the Common Securities with regard to the Liquidation
Distribution.

                  (c) Notice of any distribution of Debentures in exchange for
the Securities pursuant to Section 8.2(a) (an "Exchange Notice"), which notice
shall be irrevocable, shall be given by the Administrative Trustees on behalf of
the Trust by mail to each Holder at least 30 but no more than 60 days before the
date fixed for such distribution. For purposes of the calculation of the date of
distribution and the dates on which notices are given pursuant to this Section
8.2(c), an Exchange Notice shall be deemed to be given on the day such notice is
first mailed by first-class mail, postage prepaid, to the Holders. Each Exchange
Notice shall be addressed to the Holders at the address of each such Holder
appearing on the books and records of the Trust. No defect in the Exchange
Notice or in the mailing of either thereof with respect to any Holder shall
affect the validity of the distribution proceedings with respect to any other
Holder.

                  (d) On and from the date fixed for any distribution of
Debentures upon dissolution of the Trust:

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

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

                                   ARTICLE IX

         LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS

Section 9.1.      Liability.

                  (a) Except as expressly set forth in this Declaration, the
                      Guarantee and the terms of the Securities, the Company
                      shall not be:

                      (i)   personally liable for the return of any portion of
                            the capital contributions (or any return thereon) of
                            the Holders which shall be made solely from assets
                            of the Trust; and

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                      (ii)  required to pay to the Trust or to any Holder any
                            deficit upon dissolution of the Trust or otherwise.

                  (b) The Company, in its capacity as issuer of the Debentures,
shall be liable for all of the debts and obligations of the Trust (other than in
respect of the Securities) to the extent such debts and obligations are not
satisfied out of the Trust's assets.

                  (c) Pursuant to Section 3803(a) of the Statutory Trust Act,
the Holders shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.

Section 9.2.      Exculpation.

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

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

Section 9.3.      Fiduciary Duty.

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

                  (b) Unless otherwise expressly provided herein:

                      (i)   whenever a conflict of interest exists or arises
                            between a Covered Person and an Indemnified Person;
                            or

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

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

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

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

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

Section 9.4.      Indemnification of Company Indemnified Persons.

                  (a) The Company shall indemnify, to the fullest extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

                  (b) The Company shall indemnify, to the fullest extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person

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

                  (c) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (a) and (b)
of this Section 9.4, or in defense of any claim, issue or matter therein, he
shall be indemnified, to the fullest extent permitted by law, against expenses
(including attorneys' fees and expenses) actually and reasonably incurred by him
in connection therewith.

                  (d) Any indemnification under paragraphs (a) and (b) of this
Section 9.4 (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made:

                      (i)   by the Administrative Trustees by a majority vote of
                            a Quorum consisting of such Administrative Trustees
                            who were not parties to such action, suit or
                            proceeding;

                      (ii)  if such a Quorum is not obtainable, or, even if
                            obtainable, if a Quorum of disinterested
                            Administrative Trustees so directs, by independent
                            legal counsel in a written opinion; or

                      (iii) by the Holder of the Common Securities.

                  (e) Expenses (including attorneys' fees and expenses) incurred
by a Company Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (a) and
(b) of this Section 9.4 shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company as authorized in this Section 9.4. Notwithstanding the foregoing, no
advance shall be made by the Company if a determination is reasonably and
promptly made:

                      (i)   by the Administrative Trustees by a majority vote of
                            a Quorum consisting of such Administrative Trustees
                            who were not parties to such action, suit or
                            proceeding;

                      (ii)  if such a Quorum is not obtainable, or, even if
                            obtainable, if a Quorum of disinterested
                            Administrative Trustees so directs, by independent
                            legal counsel in a written opinion; or

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                      (iii) by the Holder of the Common Securities

that, based upon the facts known to the Administrative Trustees, independent
legal counsel or the Holder of the Common Securities at the time such
determination is made, such Company Indemnified Person acted in bad faith or in
a manner that the Holder of the Common Securities did not believe to be in or
believed was opposed to the best interests of the Trust, or, with respect to any
criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his or her conduct was unlawful.

                  In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Holder of Common
Securities reasonably determine that a Company Indemnified Person deliberately
breached his or her duty to the Trust or Holders of Common Securities or
Preferred Securities.

                  (f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 9.4 shall not
be deemed exclusive of any other rights to which those seeking indemnification
and advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Company or of the Holders of
Preferred Securities of the Trust or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. All rights to indemnification under this Section 9.4 shall be deemed to
be provided by a contract between the Company and each Company Indemnified
Person who serves in such capacity at any time while this Section 9.4 is in
effect. Any repeal or modification of this Section 9.4 shall not affect any
rights or obligations then existing.

                  (g) The Company or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his or her status as such, whether or not the
Company would have the power to indemnify him or her against such liability
under the provisions of this Section 9.4.

                  (h) For purposes of this Section 9.4, references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 9.4 with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.

                  (i) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 9.4 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 9.5.      Indemnification of Trustees.

                  (a) The Company shall indemnify:

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                      (i)   the Property Trustee acting in any capacity
                            hereunder (including, without limitation, as
                            Exchange Agent, Registrar, Paying Agent and Transfer
                            Agent);

                      (ii)  the Delaware Trustee;

                      (iii) any Affiliate of the Property Trustee and the
                            Delaware Trustee; and

                      (iv)  any officers, directors, shareholders, members,
                            partners, employees, representatives, custodians,
                            nominees or agents of the Property Trustee or the
                            Delaware Trustee (each of the Persons in (i) through
                            (iv), including the Property Trustee and the
                            Delaware Trustee in their respective individual
                            capacities, being referred to as a "Fiduciary
                            Indemnified Person")

for, and to hold each Fiduciary Indemnified Person harmless against, any and all
loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of such Fiduciary Indemnified Person) of any kind and nature
whatsoever incurred without negligence or bad faith on the part of such
Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
against or investigating any claim or liability in connection with the exercise
or performance of any of the powers or duties of such Fiduciary Indemnified
Person hereunder. The Company agrees to advance expenses (including legal fees)
incurred by a Fiduciary Indemnified Person in defending any claim, demand,
action, suit or proceeding, from time to time, prior to the final disposition of
such claim, demand, action, suit or proceeding, upon receipt by the Company of
an undertaking by or on behalf of such Fiduciary Indemnified Person to repay
such amount if it shall be determined that such Fiduciary Indemnified Person is
not entitled to be indemnified as authorized in this section. The obligations as
set forth in this Section 9.5 shall survive the resignation or removal of the
Property Trustee or the Delaware Trustee, the termination of the Trust and the
satisfaction and discharge of this Declaration.

                  (b) The Company agrees to pay the Property Trustee and the
Delaware Trustee, from time to time, such compensation for all services rendered
by the Property Trustee and the Delaware Trustee hereunder as may be mutually
agreed upon in writing by the Company and the Property Trustee or the Delaware
Trustee, as the case may be, and, except as otherwise expressly provided herein,
to reimburse the Property Trustee and the Delaware Trustee upon its or their
request for all reasonable expenses (including legal fees and expenses),
disbursements and advances incurred or made by the Property Trustee or the
Delaware Trustee (including in their respective individual capacities) as the
case may be, in accordance with the provisions of this Declaration, except any
such expense, disbursement or advance as may be attributable to its or their
negligence or bad faith.

Section 9.6.      Outside Businesses.

                  Any Covered Person, the Company, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders shall
have no rights by virtue of this Declaration in and to such

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<PAGE>

independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Company, the Delaware
Trustee or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Company, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Company or any Affiliate of the Company, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Company or its Affiliates.

                                   ARTICLE X

                                   ACCOUNTING

Section 10.1.     Fiscal Year.

                  The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.

Section 10.2.     Certain Accounting Matters.

                  (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Administrative Trustees.

                  (b) The Administrative Trustees shall cause to be prepared and
delivered to each Holder, within 90 days after the end of each Fiscal Year of
the Trust, annual financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the related statements of
income or loss.

                  (c) The Administrative Trustees shall cause to be duly
prepared and delivered to each Holder, an annual United States federal income
tax information statement, required by the Code, containing such information
with regard to the Securities held by each Holder as is required by the Code and
the Treasury Regulations. Notwithstanding any right under the Code to deliver
any such statement at a later date, the Administrative Trustees shall endeavor
to deliver all such information statements within 30 days after the end of each
Fiscal Year of the Trust.

                  (d) The Administrative Trustees shall cause to be duly
prepared and filed with the appropriate taxing authority an annual United States
federal income tax return, on Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns required
to be filed on behalf of the Trust with any state or local taxing authority.

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<PAGE>

Section 10.3.     Banking.

                  The Trust may maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Property Trustee shall be made
directly to the Property Account and no other funds of the Trust shall be
deposited in the Property Account. The sole signatories for such accounts shall
be designated by the Administrative Trustees; provided, however, that the
Property Trustee shall designate the signatories for the Property Account.

Section 10.4.     Withholding.

                  The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States federal, state and local law.
The Administrative Trustees shall request, and the Holders shall provide to the
Trust, such forms or certificates as are necessary to establish an exemption
from withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Administrative Trustees to assist them
in determining the extent of, and in fulfilling, the Trust's withholding
obligations. The Administrative Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to Distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
Distribution in the amount of the withholding to such Holder. In the event of
any claimed over-withholding, the Holder shall be limited to an action against
the applicable jurisdiction. If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

Section 11.1.     Amendments.

                  (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                      (i)   the Company;

                      (ii)  the Administrative Trustees (or if there are more
                            than two Administrative Trustees a majority of the
                            Administrative Trustees);

                      (iii) if the amendment affects the rights, powers, duties,
                            obligations or immunities of the Property Trustee,
                            the Property Trustee; and

                      (iv)  if the amendment affects the rights, powers, duties,
                            obligations or immunities of the Delaware Trustee,
                            the Delaware Trustee.

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<PAGE>

               (b)  No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                    (i)   unless, in the case of any proposed amendment, the
                          Property Trustee shall have first received:

                          (A)  an Officers' Certificate from each of the Trust
                               and the Company that such amendment is permitted
                               by, and conforms to, the terms of this
                               Declaration (including the terms of the
                               Securities); and

                          (B)  an Opinion of Counsel (who may be counsel to the
                               Company or the Trust) that such amendment is
                               permitted by, and conforms to, the terms of this
                               Declaration (including the terms of the
                               Securities) and that all conditions precedent, if
                               any, in this Declaration to the execution and
                               delivery of such amendment have been satisfied;
                               and

                    (ii)  to the extent the result of such amendment would be
                          to:

                          (A)  cause the Trust to be classified other than as a
                               grantor trust for purposes of United States
                               federal income taxation;

                          (B)  reduce or otherwise adversely affect the powers
                               of the Property Trustee in contravention of the
                               Trust Indenture Act; or

                          (C)  cause the Trust to be deemed to be an Investment
                               Company required to be registered under the
                               Investment Company Act.

               (c)  This Declaration shall not be amended without the consent of
the Company, a majority of the Administrative Trustees and the Holders of at
least a 66 2/3% in Liquidation Amount of the Securities if such amendment would:

                    (i)   adversely affect the powers, preferences or special
                          rights of the Securities, whether by way of amendment
                          to this Declaration or otherwise; or

                    (ii)  result in the dissolution, winding-up or termination
                          of the Trust other than pursuant to the terms of this
                          Declaration;

provided that if any amendment referred to in clause (i) above would adversely
affect only the Preferred Securities or the Common Securities, then only the
Holders of the affected class will be entitled to vote on such amendment, and
such amendment shall not be effective except with the approval of a 66 2/3% in
Liquidation Amount of the Holders of the class of Securities affected thereby.

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<PAGE>

               (d)  Neither Article IV nor the rights of the holders of the
Common Securities under Article V to increase or decrease the number of, and
appoint and remove, Trustees shall be amended without the consent of the Holders
of a Majority in Liquidation Amount of the Common Securities.

               (e)  This Section 11.1 shall not be amended without the consent
of all of the Holders.

               (f)  This Declaration may not be amended without the consent of
each Holder affected thereby to:

                    (i)    change the amount or timing of any Distribution on
                           the Securities or otherwise adversely affect the
                           amount of any Distribution required to be made in
                           respect of the Securities as of a specified date;

                    (ii)   restrict the right of a Holder to institute suit for
                           the enforcement of any such payment on or after the
                           due date of such payment; or

                    (iii)  change the Repurchase Right of any holder of a Unit.

                    (iv)   This Declaration may be amended without the consent
                           of the Holders to:

                    (v)    cure any ambiguity;

                    (vi)   correct or supplement any provision in this
                           Declaration that may be defective or inconsistent
                           with any other provision of this Declaration, or to
                           make any other provisions with respect to matters or
                           questions arising under this Declaration that shall
                           not be inconsistent with the other provisions of this
                           Declaration;

                    (vii)  add to the covenants, restrictions or obligations of
                           the Company;

                    (viii) conform to any change in Rule 3a-5 or written change
                           in interpretation or application of Rule 3a-5 by any
                           legislative body, court, government agency or
                           regulatory authority which amendment does not have a
                           material adverse effect on the rights, preferences or
                           privileges of the holders of the Securities;

                    (ix)   modify, eliminate or add to any provisions of this
                           Declaration to such extent as shall be necessary to
                           ensure that the Trust will be classified for United
                           States federal income tax purposes as a grantor trust
                           at all times that any Securities are outstanding or
                           to ensure that the Trust will not be required to
                           register as an Investment Company under the
                           Investment Company Act; or

                    (x)    facilitate the tendering, remarketing and settlement
                           of the Preferred Securities as contemplated by
                           Section 6.6(s);

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<PAGE>

provided, however, that none of the foregoing actions shall adversely affect in
any material respect the interests of the Holders, and any amendments of this
Declaration shall become effective when notice thereof is given to the Holders.

Section 11.2.  Meetings of the Holders; Action by Written Consent.

               (a)  Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration, the
terms of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. The Administrative
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 10% in Liquidation Amount of such class of
Securities. Such direction shall be given by delivering to the Administrative
Trustees one or more notices in writing stating that the signing Holders wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holder or Holders calling a meeting shall specify
in writing the Securities held by the Holder or Holders exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

               (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:

                    (i)  Notice of any such meeting shall be given to all the
                         Holders having a right to vote thereat at least seven
                         days and not more than 60 days before the date of such
                         meeting. Whenever a vote, consent or approval of the
                         Holders is permitted or required under this Declaration
                         or the rules of any stock exchange on which the
                         Preferred Securities are listed or admitted for
                         trading, such vote, consent or approval may be given at
                         a meeting of the Holders. Any action that may be taken
                         at a meeting of the Holders may be taken without a
                         meeting if a consent in writing setting forth the
                         action so taken is signed by the Holders owning not
                         less than the minimum amount of Securities in
                         liquidation amount that would be necessary to authorize
                         or take such action at a meeting at which all Holders
                         having a right to vote thereon were present and voting.
                         Prompt notice of the taking of action without a meeting
                         shall be given to the Holders entitled to vote who have
                         not consented in writing. The Administrative Trustees
                         may specify that any written ballot submitted to the
                         Holders for the purpose of taking any action without a
                         meeting shall be returned to the Trust within the time
                         specified by the Administrative Trustees.

                    (ii) Each Holder may authorize any Person to act for it by
                         proxy on any and all matters in which such Holder is
                         entitled to participate, including waiving notice of
                         any meeting, or voting or participating at a meeting.
                         No proxy shall be valid after the expiration of eleven
                         months from the date thereof unless otherwise provided
                         in the proxy. Every proxy shall be revocable

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<PAGE>

                          at the pleasure of the Holder executing such proxy.
                          Except as otherwise provided herein, all matters
                          relating to the giving, voting or validity of proxies
                          shall be governed by the General Corporation Law of
                          the State of Delaware relating to proxies, and
                          judicial interpretations thereunder, as if the Trust
                          were a Delaware corporation and the Holders were
                          stockholders of a Delaware corporation.

                    (iii) Each meeting of the Holders shall be conducted by the
                          Administrative Trustees or by such other Person that
                          the Administrative Trustees may designate.

                    (iv)  Unless the Statutory Trust Act, this Declaration, the
                          terms of the Securities, the Trust Indenture Act or
                          the listing rules of any stock exchange on which the
                          Preferred Securities are then listed or trading
                          otherwise provides, the Administrative Trustees, in
                          their sole discretion, shall establish all other
                          provisions relating to meetings of Holders, including
                          notice of the time, place or purpose of any meeting at
                          which any matter is to be voted on by any Holders,
                          waiver of any such notice, action by consent without a
                          meeting, the establishment of a record date, quorum
                          requirements, voting in person or by proxy or any
                          other matter with respect to the exercise of any such
                          right to vote.

                                  ARTICLE XII

        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

Section 12.1.  Representations and Warranties of the Property Trustee.

               The initial Property Trustee represents and warrants to the Trust
and to the Company at the date of this Declaration, and each Successor Property
Trustee represents and warrants to the Trust and the Company at the time of the
Successor Property Trustee's acceptance of its appointment as Property Trustee,
that:

               (a) the Property Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, with trust powers and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration;

               (b) the Property Trustee satisfies the requirements set forth in
Section 5.3(a);

               (c) the execution, delivery and performance by the Property
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Property Trustee; this Declaration has been duly
executed and delivered by the Property Trustee and under Delaware law (excluding
any securities laws) constitutes a legal, valid and binding obligation of the
Property Trustee enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

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<PAGE>

               (d) the execution, delivery and performance of this Declaration
by the Property Trustee does not conflict with, or constitute a breach of, the
charter or by-laws of the Property Trustee; and

               (e) no consent, approval or authorization of, or registration
with or notice to, any federal or state banking authority under any Delaware law
or United States federal law governing the banking and trust powers of the
Property Trustee is required for the execution, delivery or performance by the
Property Trustee of this Declaration.

Section 12.2.  Representations and Warranties of the Delaware Trustee.

               The initial Delaware Trustee represents and warrants to the Trust
and to the Company at the date of this Declaration, and each Successor Delaware
Trustee represents and warrants to the Trust and the Company at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee,
that:

               (a) the Delaware Trustee is, if not a natural person, a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this
Declaration;

               (b) the Delaware Trustee satisfies the requirements set forth in
Section 5.2(a);

               (c) the execution, delivery and performance by the Delaware
Trustee of this Declaration has been duly authorized, if the Delaware Trustee is
not a natural person, by all necessary corporate action on the part of the
Delaware Trustee; this Declaration has been duly executed and delivered by the
Delaware Trustee and under Delaware law (excluding securities laws) constitutes
a legal, valid and binding obligation of the Delaware Trustee enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);

               (d) the execution, delivery and performance of this Declaration
by the Delaware Trustee, if not a natural person, does not conflict with, or
constitute a breach of, the charter or by-laws of the Delaware Trustee; and

               (e) no consent, approval or authorization of, or registration
with or notice to, any federal or state banking authority under any Delaware law
or United States federal law governing the banking and trust powers of the
Delaware Trustee is required for the execution, delivery or performance by the
Delaware Trustee of this Declaration.

                                  ARTICLE XIII

                                  MISCELLANEOUS

Section 13.1.  Notices.

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<PAGE>

               All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by first class mail, as follows:

               (a) if given to the Trust or the Administrative Trustees, at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders):

               New York Community Capital Trust V
               c/o New York Community Bancorp, Inc.
               615 Merrick Avenue
               Westbury, New York 11590.
               Attention: Administrative Trustee, c/o Chief Financial Officer
               Facsimile No.: (516) 683-8385

               (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Administrative Trustees, the Property Trustee and the Holders):

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890
               Attention: Corporate Trust Department
               Facsimile No.: (302) 636-4140

               (c) if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Administrative Trustees, the Delaware Trustee and the
Holders):

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890
               Attention: Corporate Trust Administration
               Facsimile No.: (302) 636-4140

               (d) if given to the Holder of the Common Securities, at the
mailing address of the Company set forth below (or such other address as the
Holder of the Common Securities may give notice to the Property Trustee, the
Delaware Trustee and the Trust):

               New York Community Bancorp, Inc.
               615 Merrick Avenue
               Westbury, New York 11590.
               Attention: Chief Financial Officer
               Facsimile No.:(516) 683-8385

               (e) if given to any Holder of Preferred Securities, to the
Clearing Agency, and if Definitive Preferred Securities have been issued, at
such Holder's address set forth on the books and records of the Trust.

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<PAGE>

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

Section 13.2.  Governing Law.

               This Declaration and the rights of the parties hereunder shall be
governed by, and construed in accordance with, the laws of the State of Delaware
without regard to conflict of laws principles thereof.

Section 13.3.  Intention of the Parties.

               It is the intention of the parties hereto that the Trust be
classified as a grantor trust for United States federal income tax purposes. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.

Section 13.4.  Headings.

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

Section 13.5.  Successors and Assigns.

               Whenever in this Declaration any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Company
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

Section 13.6.  Partial Enforceability.

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

Section 13.7.  Counterparts.

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

Section 13.8.  The Exchange Agent.

               The Exchange Agent undertakes to perform, with respect to the
Preferred Securities, such duties and only such duties as are specifically set
forth in this Declaration, and no implied covenants or obligations shall be read
into this Declaration against the Exchange Agent.

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<PAGE>

In the performance of such duties, the Exchange Agent shall be entitled to the
same rights and powers as are granted to the Property Trustee, except that the
Exchange Agent shall act as agent solely for the Holders of the Preferred
Securities who seek to exchange such Preferred Securities pursuant to Sections
6.7 and 6.8.

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<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                          New York Community Bancorp, Inc., as
                                          Company

                                          By:  /s/ Joseph R. Ficalora
                                             -----------------------------------
                                             Name: Joseph R. Ficalora
                                             Title: President and Chief
                                                      Executive Officer

                                          Joseph R. Ficalora, as Administrative
                                          Trustee

                                          /s/ Joseph R. Ficalora
                                          --------------------------------------


                                          Robert Wann, as Administrative Trustee

                                          /s/ Robert Wann
                                          --------------------------------------


                                          Thomas R. Cangemi, as Administrative
                                          Trustee

                                          /s/ Thomas R. Cangemi
                                          --------------------------------------


                                          Wilmington Trust Company, as Property
                                          Trustee


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


                                          Wilmington Trust Company, as Delaware
                                          Trustee


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

<PAGE>

                                    EXHIBIT A

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

[To be inserted in Global Securities only:

THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED
AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF A WARRANT TO PURCHASE
1.4036 SHARES (SUBJECT TO ANTI-DILUTION ADJUSTMENTS) OF COMMON STOCK OF NEW YORK
COMMUNITY BANCORP, INC. (THE "COMPANY") AT THE EXERCISE PRICE SET FORTH IN THE
WARRANT AGREEMENT, DATED AS OF NOVEMBER 4, 2002, BETWEEN THE COMPANY AND
WILMINGTON TRUST COMPANY, AS WARRANT AGENT, AND A PREFERRED SECURITY OF NEW YORK
COMMUNITY CAPITAL TRUST V (THE "TRUST"). THE WARRANTS AND THE PREFERRED
SECURITIES MAY BE SEPARATED AND TRANSFERRED SEPARATELY, AND RE-ATTACHED, IN
ACCORDANCE WITH THE PROVISIONS OF THE UNIT AGREEMENT, DATED AS OF NOVEMBER 4,
2002, AMONG THE COMPANY, THE TRUST AND WILMINGTON TRUST COMPANY, AS UNIT AGENT,
WARRANT AGENT AND PROPERTY TRUSTEE (THE "UNIT AGREEMENT").

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE "CLEARING AGENCY"), OR A NOMINEE OF THE
CLEARING AGENCY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS
CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING
AGENCY, ANOTHER NOMINEE OF THE CLEARING AGENCY OR A SUCCESSOR OF THE CLEARING
AGENCY 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 CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING
AGENCY, ANOTHER NOMINEE OF THE CLEARING AGENCY OR A SUCCESSOR OF SUCH CLEARING
AGENCY 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 DECLARATION.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
CLEARING AGENCY OR ITS NOMINEE TO NEW YORK COMMUNITY CAPITAL TRUST V 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 REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY OR ITS NOMINEE (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS

                                      A-1

<PAGE>

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY OR ITS
NOMINEE), AND EXCEPT AS OTHERWISE PROVIDED IN THE DECLARATION, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH THE REGISTERED OWNER HEREOF, CEDE & Co., HAS AN INTEREST
HEREIN.

                                      A-2

<PAGE>

Certificate No.:                                         CUSIP No.:  64944P 20 8

Number of Preferred Securities set forth on Schedule A hereto.

                       NEW YORK COMMUNITY CAPITAL TRUST V

                        PREFERRED SECURITIES CERTIFICATE

                           6.000% Preferred Securities

            (stated liquidation amount $50.00 per Preferred Security)

          New York Community Capital Trust V, a statutory trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the Preferred Securities (stated liquidation amount $50 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Declaration (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of November 4, 2002 (as the same may
be amended from time to time in accordance with its terms) (the "Declaration"),
among New York Community Bancorp, Inc., as Company, Messrs. Joseph R. Ficalora,
Robert Wann and Thomas R. Cangemi, as Administrative Trustees, Wilmington Trust
Company, as Property Trustee, and Wilmington Trust Company, as Delaware Trustee.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Guarantee
Agreement, dated as of November 4, 2002 (the "Guarantee Agreement"), between New
York Community Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee, in respect of the Preferred Securities. The Company will
provide a copy of the Declaration, the Guarantee Agreement and the Indenture
(including any supplemental indenture thereto) to a Holder without charge upon
written request to the Company at its principal place of business.

          Upon receipt of this certificate, the Holder is bound by the
Declaration, the Indenture, Guarantee Agreement and the Debenture and is
entitled to the benefits thereunder.

          By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of undivided beneficial interests in the Debentures.

                                      A-3

<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this . day
of [  ], 2002.



                                            NEW YORK COMMUNITY CAPITAL TRUST V

                                            By:_________________________________
                                                   Name:
                                                   Administrative Trustee

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Preferred Securities referred to in the within-mentioned
Declaration.

Dated: [  ] ., 2002

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


By:____________________________
     Authorized Signatory

                                      A-4

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints                       agent to transfer this Preferred
Security Certificate on the books and records of the Trust. The agent may
substitute another to act for him.
Date:

Signature: _____________________________________________________________________
          (Sign exactly as your name appears on the Preferred Security
           Certificate)

Date:

Signature Guarantee*:

________________________________________________________________________________

* Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-5

<PAGE>

                                                                      Schedule A

                      SCHEDULE OF INCREASES OR DECREASES IN

                          GLOBAL PREFERRED SECURITY/(2)/

          This Global Preferred Security shall represent 0 (Zero) Preferred
Securities unless otherwise indicated below.

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                 Amount of decrease in  Amount of increase in  Number of Preferred
                 Number of Preferred    Number of Preferred    Securities evidenced by this
                 Securities evidenced   Securities evidenced   Global Preferred Security     Signature of
                 by this Global         by this Global         following such decrease or    authorized officer
Date             Preferred Security     Preferred Security     increase                      of Agent
------------------------------------------------------------------------------------------------------------------
<S>              <C>                    <C>                    <C>                           <C>








------------------------------------------------------------------------------------------------------------------
</TABLE>

------------
(2)  Insert in Global Preferred Securities only.

                                      A-6

<PAGE>

                                    EXHIBIT B

                      [FORM OF COMMON SECURITY CERTIFICATE]

This certificate is not transferable except as provided in the declaration (as
defined below).

Certificate No.: .

Number of Common Securities:



                       NEW YORK COMMUNITY CAPITAL TRUST V

                          COMMON SECURITIES CERTIFICATE

                            6.000% Common Securities

             (stated liquidation amount $50.00 per Common Security)


          New York Community Capital Trust V, a statutory trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that New York
Community Bancorp, Inc. (the "Holder") is the registered owner of [ ] common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the Common Securities (stated liquidation amount
$50.00 per Common Security) (the "Common Securities"). Except as provided in the
Declaration (as defined below), the Common Securities are not transferable, and
any attempted transfer thereof shall be void. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust, dated as of November 4, 2002 (as the same may be amended from time to
time in accordance with its terms) (the "Declaration"), among New York Community
Bancorp, Inc., as Company, Messrs. Joseph R. Ficalora, Robert Wann and Thomas R.
Cangemi, as Administrative Trustees, Wilmington Trust Company, as Property
Trustee, and Wilmington Trust Company, as Delaware Trustee. Capitalized terms
used but not defined herein shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Guarantee Agreement,
dated as of November 4, 2002 (the "Guarantee Agreement"), between New York
Community Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee, in respect of the Common Securities. The Company will provide
a copy of the Declaration, the Guarantee Agreement and the Indenture (including
any supplemental indenture) to a Holder without charge upon written request to
the Company at its principal place of business.

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

                                      F-1

<PAGE>

          By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of undivided beneficial interests in the Debentures.

                                      F-2

<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this . day
of [   ], 2002.


                                     NEW YORK COMMUNITY CAPITAL TRUST V

                                     By: _______________________________________
                                           Name:
                                           Administrative Trustee

                                      F-3