EXHIBIT 4.1


                         ASTORIA FINANCIAL CORPORATION,
                                    as Issuer




                           5.75% SENIOR NOTES DUE 2012



                                    INDENTURE



                          Dated as of October 16, 2002




                            WILMINGTON TRUST COMPANY,
                                   as Trustee






<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----


              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions.....................................................1
Section 1.2    Incorporation by Reference of Trust Indenture Act...............6
Section 1.3    Rules of Construction...........................................6

                              ARTICLE II THE NOTES

Section 2.1    Form and Dating.................................................7
Section 2.2    Execution and Authentication....................................8
Section 2.3    Registrar and Paying Agent......................................8
Section 2.4    Paying Agent to Hold Money and Notes in Trust...................9
Section 2.5    Holder Lists....................................................9
Section 2.6    Transfer and Exchange...........................................9
Section 2.7    Replacement Notes..............................................13
Section 2.8    Outstanding Notes; Determinations of Holders' Action...........14
Section 2.9    Temporary Notes................................................14
Section 2.10   Cancellation...................................................15
Section 2.11   Persons Deemed Owners..........................................15
Section 2.12   Defaulted Interest.............................................15
Section 2.13   CUSIP Numbers..................................................15
Section 2.14   Ranking........................................................16

                         ARTICLE III OPTIONAL REDEMPTION

Section 3.1    Notices to Trustee.............................................16
Section 3.2    Selection of Notes to be Redeemed..............................16
Section 3.3    Notice of Redemption...........................................16
Section 3.4    Effect of Notice of Redemption.................................17
Section 3.5    Deposit of Redemption Price....................................17
Section 3.6    Notes Redeemed in Part.........................................17
Section 3.7    Optional Redemption............................................17
Section 3.8    Mandatory Redemption...........................................18

                              ARTICLE IV COVENANTS

Section 4.1    Ownership of Material Subsidiary Stock.........................18
Section 4.2    Limitation on Debt.............................................19
Section 4.3    Payment of Notes...............................................19
Section 4.4    Maintenance of Office or Agency................................19
Section 4.5    Reports........................................................20
Section 4.6    Compliance Certificate.........................................20

                              ARTICLE V SUCCESSORS

Section 5.1    When the Company May Merge, Consolidate or Transfer Assets.....20
Section 5.2    Successor Corporation Substituted..............................21


                                       i
<PAGE>

                          ARTICLE VI EVENTS OF DEFAULT

Section 6.1    Events of Default..............................................21
Section 6.2    Acceleration...................................................22
Section 6.3    Other Remedies.................................................23
Section 6.4    Waiver of Defaults.............................................23
Section 6.5    Control by Majority............................................23
Section 6.6    Limitation on Suits............................................23
Section 6.7    Rights of Holders of Notes to Receive Payment..................24
Section 6.8    Collection Suit By Trustee.....................................24
Section 6.9    Trustee May File Proofs of Claim...............................24
Section 6.10   Priorities.....................................................24
Section 6.11   Undertaking for Costs..........................................25

                               ARTICLE VII TRUSTEE

Section 7.1    Duties of Trustee..............................................25
Section 7.2    Rights of Trustee..............................................26
Section 7.3    Individual Rights of Trustee...................................26
Section 7.4    Trustee's Disclaimer...........................................27
Section 7.5    Notice of Defaults.............................................27
Section 7.6    Reports by Trustee to Holders..................................27
Section 7.7    Compensation and Indemnity.....................................27
Section 7.8    Replacement of Trustee.........................................28
Section 7.9    Successor Trustee by Merger, etc...............................29
Section 7.10   Eligibility; Disqualification..................................29
Section 7.11   Preferential Collection of Claims Against Company..............29
Section 7.12   Other Capacities...............................................29

              ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1    Option to Effect Legal Defeasance or Covenant Defeasance.......30
Section 8.2    Legal Defeasance and Discharge.................................30
Section 8.3    Covenant Defeasance............................................30
Section 8.4    Conditions to Legal or Covenant Defeasance.....................31
Section 8.5    Deposited Money and Government Securities to be Held in Trust;
                 Other Miscellaneous Provisions...............................32
Section 8.6    Repayment to Company...........................................32
Section 8.7    Reinstatement..................................................32

                   ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1    Without Consent of Holders of Notes............................33
Section 9.2    With Consent of Holders of Notes...............................33
Section 9.3    Compliance With Trust Indenture Act............................35
Section 9.4    Revocation and Effect of Consents..............................35
Section 9.5    Notation on or Exchange of Notes...............................35
Section 9.6    Trustee to Sign Amendments, etc................................35

                             ARTICLE X MISCELLANEOUS

Section 10.1   Trust Indenture Act Controls...................................35
Section 10.2   Notices........................................................35
Section 10.3   Communication by Holders of Notes With Other Holders of Notes..36


                                       ii
<PAGE>


Section 10.4   Certificate and Opinion as to Conditions Precedent.............36
Section 10.5   Statements Required in Certificate or Opinion..................37
Section 10.6   Rules by Trustee and Agents....................................37
Section 10.7   No Personal Liability of Directors, Officers, Employees
                and Shareholders..............................................37
Section 10.8   Governing Law..................................................37
Section 10.9   No Adverse Interpretation of Other Agreements..................37
Section 10.10  Successors.....................................................37
Section 10.11  Severability...................................................37
Section 10.12  Counterpart Originals..........................................38
Section 10.13  Table of Contents, Headings, etc...............................38


Exhibit A-1    Form of Global Note
Exhibit A-2    Form of Definitive Note
Exhibit B      Form of Certificate of Transfer







                                       iii

<PAGE>


                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
310(a)(1).............................................................      7.10
     (a)(2)...........................................................      7.10
     (a)(3)...........................................................      N.A.
     (a)(4)...........................................................      N.A.
     (a)(5)...........................................................      7.10
     (b)..............................................................      7.10
     (c)..............................................................      N.A.
311(a)................................................................      7.11
     (b)..............................................................      7.11
     (c)..............................................................      N.A.
312(a)................................................................       2.5
     (b)..............................................................      10.3
     (c)..............................................................      10.3
313(a)................................................................       7.6
     (b)(1)...........................................................      N.A.
     (b)(2)...........................................................  7.6, 7.7
     (c).............................................................. 7.6; 10.2
     (d)..............................................................       7.6
314(a)(1-3)...........................................................       4.5
     (a)(4)...........................................................      N.A.
     (b)..............................................................      N.A.
     (c)(1)...........................................................      10.4
     (c)(2)...........................................................      10.4
     (c)(3)...........................................................      N.A.
     (d)..............................................................      N.A.
     (e)..............................................................      10.5
     (f)..............................................................      N.A.
315(a)................................................................       7.1
     (b).............................................................. 7.5; 10.2
     (c)..............................................................       7.1
     (d)..............................................................       7.1
     (e)..............................................................      6.11
316(a)(last sentence).................................................       2.9
     (a)(1)(A)........................................................       6.5
     (a)(1)(B)........................................................       6.4
     (a)(2)...........................................................      N.A.
     (b)..............................................................       6.7
     (c)..............................................................      2.12
317(a)(1).............................................................       6.8
     (a)(2)...........................................................       6.9
     (b)..............................................................       2.4
318(a)................................................................      10.1
     (b)..............................................................      N.A.
     (c)..............................................................      10.1
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


                                       iv
<PAGE>



          INDENTURE, dated as of October 16, 2002, between Astoria Financial
Corporation, a Delaware corporation (the "Company"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as trustee (the "Trustee").

          The Company and the Trustee agree as follows for the equal and ratable
benefit of the registered holders (the "Holders") of the Notes (as defined
below):

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1. DEFINITIONS.

          "Additional Notes" means the Company's 5.75% Senior Notes due 2012
(other than the Initial Notes and the Exchange Notes) issued under this
Indenture in accordance with Section 2.2 hereof.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 20% or more of the voting securities of a Person shall
be deemed to be control.

          "Agent" means the Registrar or any Paying Agent, authenticating agent
or securities custodian.

          "Agent Members" has the meaning assigned to it in Section 2.1.

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

          "Authentication Order" means a written order of the Company, signed by
two Officers of the Company, authenticating Notes for original issue.

          "Bankruptcy Law" means Title 11 of the United States Code (11
U.S.C.ss.ss.101 et. seq.) or any similar federal or state law for the relief of
debtors.

          "Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of such Board of
Directors.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Business Day" means any day other than a Legal Holiday.

          "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other


<PAGE>

equivalents (however designated) of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person.

          "Company" has the meaning assigned to it in the preamble to this
Indenture.

          "Company Order" means a written request or order signed in the name of
the Company by any two Officers.

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes. If no United States Treasury security has a maturity which is
within a period from three months before to three months after the remaining
life, the two most closely corresponding United States Treasury securities, as
selected by the Reference Treasury Dealer, shall be used as the comparable
treasury issue, and the adjusted treasury rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month, using such
securities.

          "Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such Redemption Date, as set forth in the H.15
Daily Update of the Federal Reserve Bank or (ii) if such release (or any
successor release) is not published or does not contain prices on such Business
Day, the Reference Treasury Dealer Quotation actually obtained by the Trustee
for such Redemption Date.

          "Consolidated Assets" means all assets owned directly by the Company
or indirectly by the Company through any Subsidiary and reflected on the
Company's consolidated balance sheet prepared in accordance with GAAP.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.2 hereof or such other address as to which the
Trustee may give notice to the Company.

          "Covenant Defeasance" has the meaning assigned to it in Section 8.3.

          "Default" means any event that is, or with the passage of time or the
giving of notice (or both) would be, an Event of Default.

          "Definitive Notes" means Notes that are in the form of the Note
attached hereto as Exhibit A-2.

          "Depositary" means DTC and any successor thereto or nominee thereof.

          "DTC" means The Depository Trust Company.

          "Event of Default" has the meaning assigned to it in Section 6.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.



                                      -2-
<PAGE>

          "Exchange Notes" means the Company's 5.75% Senior Notes due 2012,
Series B, issued by the Company in connection with the Exchange Offer pursuant
to Section 2.6(h) hereof.

          "Exchange Offer" means the offer that may be made pursuant to the
Registration Rights Agreement by the Company to exchange the Exchange Notes for
the Initial Notes.

          "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, the statements
and pronouncements of the Financial Accounting Standards Board and such other
statements by such other entities (including the SEC) as have been accepted by a
significant segment of the accounting profession, which are applicable at the
date of this Indenture.

          "Global Notes" means Notes that are in the form of the Note attached
hereto as Exhibit A-1, and to the extent that such Notes are required to bear
the Legend required by Section 2.6, such Notes will be in the form of a 144A
Global Note.

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

          "H.15 (519)" means the weekly statistical release entitled "H.15 (519)
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System.

          "H.15 Daily Update" means the daily update of H.15 (519) available
through the worldwide website of the Board of Governors of the Federal Reserve
System or any successor site or publication.

          "Holder" has the meaning assigned to it in the preamble to this
Indenture.

          "Indebtedness" means, without duplication, the principal or face
amount of (i) all obligations for borrowed money, (ii) all obligations evidenced
by debentures, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all obligations as lessee which
are capitalized in accordance with GAAP, and (vi) all Indebtedness of others
guaranteed by the Company or any of its Subsidiaries or for which the Company or
any of its Subsidiaries is legally responsible or liable (whether by agreement
to purchase indebtedness of, or to supply funds or to invest in, others).

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Initial Notes" means the $200,000,000 aggregate Principal Amount of
the Company's 5.75% Senior Notes due 2012 issued under this Indenture on the
date hereof.

          "Legal Defeasance" has the meaning assigned to it in Section 8.2.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized by law, regulation or
executive order to remain closed. If a



                                      -3-
<PAGE>

payment date is a Legal Holiday, payment may be made on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

          "Legend" means the legend appearing on the form of Note attached
hereto as Exhibit A-2 setting forth the restrictions on transfer of the Notes.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "Lien" has the meaning assigned to it in Section 7.7.

          "Material Subsidiary" means Astoria Federal Savings and Loan
Association and any successor thereof.

          "Notes" means the Initial Notes, the Exchange Notes and the Additional
Notes, to the extent applicable.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice President of such Person.

          "Officers' Certificate" means, with respect to any Person, a
certificate that meets the requirements of Section 10.5 hereof signed on behalf
of such Person by either the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of such
Person and another Officer of such Person.

          "144A Global Note" means a permanent Global Note in the form of the
Note attached hereto as Exhibit A-1 and that is deposited with and registered in
the name of the Depositary, representing Notes sold in reliance on Rule 144A
under the Securities Act.

          "Opinion of Counsel" means a written opinion that meets the
requirements of Section 10.5 hereof from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

          "Paying Agent" has the meaning assigned to it in Section 2.3.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Principal Amount" means the amount of a Note as set forth on the face
of the Note.

          "QIB" means a qualified institutional buyer as defined in Rule 144A.

          "Redemption Date" has the meaning assigned to it in Section 3.1.

          "Reference Treasury Dealer" means Lehman Brothers Inc. and its
successors; PROVIDED, HOWEVER, that if the foregoing shall cease to be a primary
U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.


                                      -4-
<PAGE>


          "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

          "Registrar" has the meaning assigned to it in Section 2.3.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of October 16, 2002, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

          "Remaining Scheduled Payments" means, with respect to each Note that
the Company is redeeming, the remaining scheduled payments of the principal and
interest that would be due after the related Redemption Date if such Note were
not redeemed. However, if the Redemption Date is not a scheduled interest
payment date with respect to that Note, the amount of the next succeeding
scheduled interest payment on that Note will be reduced by the amount of
interest accrued on such Note to the Redemption Date.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Office of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

          "Restricted Definitive Note" means a Definitive Note required to bear
the Legend.

          "Restricted Global Note" means a Global Note required to bear the
Legend.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Special Interest Premium" means all moneys then owing pursuant to
Section 2(e) of the Registration Rights Agreement.

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person, (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or an entity described in clause (i) and
related to such Person or (b) the only general partners of which are such Person
or of one or more entities described in clause (i) and related to such Person
(or any combination thereof) and (iii) any limited liability company of which
more than 50% of the total membership interests is at the time owned or
controlled, directly or indirectly, by such Person.



                                      -5-
<PAGE>

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

          "Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

          "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

          "Unrestricted Definitive Note" means a Definitive Note that does not
bear and is not required to bear the Legend.

          "Unrestricted Global Note" means a Global Note that does not bear and
is not required to bear the Legend.

          "Voting Stock" means outstanding shares of capital stock having voting
power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power because of default in dividends or
other default.

          Section 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. All terms used
in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA have the meanings so
assigned to them.

          Section 1.3 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

          (a) a term has the meaning assigned to it;

          (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

          (c) "or" is not exclusive;

          (d) words in the singular include the plural, and words in the plural
include the singular;

          (e) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time;

          (f) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and

          (g) headings are used for convenience of reference only and do not
affect interpretation.



                                      -6-
<PAGE>

                                   ARTICLE II

                                    THE NOTES

          Section 2.1 FORM AND DATING.

          (a) GENERAL. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibits A-1 and A-2, which are a part of
this Indenture. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Note shall be dated the date of its authentication. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

          (b) GLOBAL NOTES. Notes offered and sold within the United States to
QIBs in reliance on Rule 144A shall be issued initially in the form of a 144A
Global Note, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee thereof, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate Principal
Amount of any Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary as hereinafter
provided. Any adjustment of the aggregate Principal Amount of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.6 hereof and
shall be made on the records of the Trustee and the Depositary.

          Each Global Note shall bear a legend in substantially the following
form:

"THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

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



                                      -7-
<PAGE>

SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as the
custodian for the Depositary or under such Global Note, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner and Holder of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary, its Agent Members and any
other Person on whose behalf an Agent Member may act, the operation of customary
practices of such Persons governing the exercise of the rights of a holder of a
beneficial interest in any Global Note.

          (c) DEFINITIVE NOTES. Except as provided in Section 2.6, owners of
beneficial interests in Global Notes will not be entitled to receive physical
delivery of Definitive Notes.

          Section 2.2 EXECUTION AND AUTHENTICATION. The Notes shall be executed
on behalf of the Company by any Officer. The signature of the Officer on the
Notes may be manual or facsimile. Notes bearing the manual or facsimile
signatures of individuals who were at the time of the execution of the Notes the
proper Officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of authentication of such Notes.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

          The Trustee shall authenticate and deliver Notes for original issue in
an aggregate Principal Amount of up to $250,000,000 upon one or more Company
Orders without any further action by the Company. The aggregate Principal Amount
of Notes outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.7. The Notes shall be issued
only in registered form without coupons and only in denominations of $1,000 of
Principal Amount and any integral multiple thereof.

          Upon receipt of an Authentication Order and an Officers' Certificate
(i) certifying that a registration statement relating to the Exchange Offer is
effective, (ii) certifying that the conditions precedent to a private exchange
(including, without limitation, the Exchange Offer) thereunder have been met and
(iii) requesting that the Trustee authenticate the Exchange Notes in exchange
for delivery of the Notes for cancellation, the Trustee shall authenticate an
additional series of Notes in an aggregate Principal Amount not to exceed
$250,000,000 for issuance in exchange for the Notes tendered for exchange
pursuant to the Exchange Offer registered under the Securities Act, provided
that any such Notes have been delivered to the Trustee for cancellation and the
Trustee has received an Officers' Certificate from the Company authorizing such
cancellation.

          Section 2.3 REGISTRAR AND PAYING AGENT. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange ("Registrar"), and an office or agency where Notes may be presented
for purchase or payment ("Paying Agent"). The Registrar



                                      -8-
<PAGE>

shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more additional paying agents. The term Paying Agent
includes any additional paying agent, including any named pursuant to Section
4.4.

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent (in each case, if such person is a person other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.7. The Company or any Subsidiary of
the Company or an Affiliate of any of them may act as Paying Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Notes. The Trustee may resign from any or all of
such appointments upon 30 days' written notice to the Company.

          Section 2.4 PAYING AGENT TO HOLD MONEY AND NOTES IN TRUST. Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Note, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the making of payments in respect of the Notes and shall notify the
Trustee of any default by the Company in making any such payment. At any time
during the continuance of any such default, the Paying Agent shall, upon the
written request of the Trustee, forthwith pay to the Trustee all money so held
in trust. If the Company, a Subsidiary of the Company or an Affiliate of any of
them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

          Section 2.5 HOLDER LISTS. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of the Holders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee at least semiannually on
April 1 and October 1 a listing of the Holders dated within 15 days of the date
on which the list is furnished and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders.

          Section 2.6 TRANSFER AND EXCHANGE.

          (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred except by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if

          (i) the Depositary has notified the Company that it is unwilling or
     unable to continue as Depositary for such Global Note or such Depositary
     has ceased to be a "clearing agency" registered under the Exchange Act, and
     a successor depositary is not appointed by the Company within 90 days,



                                      -9-
<PAGE>

          (ii) the Company determines that the Notes are no longer to be
     represented by Global Notes and so notifies the Trustee, or

          (iii) an Event of Default has occurred and is continuing with respect
     to the Notes. Any Global Note exchanged pursuant to clause (i) or (ii)
     above shall be so exchanged in whole and not in part, and any Global Note
     exchanged pursuant to clause (iii) above may be exchanged in whole or from
     time to time in part as directed by the Depositary.

          Upon the occurrence of either of the preceding events in (i), (ii) or
(iii) above, Definitive Notes shall be issued in fully registered form, without
interest coupons, shall have an aggregate Principal Amount equal to that of the
Global Note or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall instruct
the Trustee in writing and shall bear the Legend as provided herein. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange
for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.6 or Section 2.7 or 2.9 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Note, except as otherwise provided
herein. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.6(a); however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.6(b) or (h) hereof.

          Any Global Note to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Registrar. With regard to any Global Note to be
exchanged in part, either such Global Note shall be so surrendered for exchange
or, if the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Note, the Principal Amount thereof shall be reduced, by
an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Note
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

          (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary in accordance with the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein with respect to
transfers of Notes to the extent required by the Securities Act.

          (c) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive Notes
are presented by a Holder to the Registrar with a request:

          (i) to register the transfer of such Definitive Notes; or

          (ii) to exchange such Definitive Notes for an equal Principal Amount
     of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; PROVIDED, HOWEVER,
that the Definitive Notes surrendered for transfer or exchange:

               (A) shall be duly endorsed or accompanied by a written instrument
          of transfer in form reasonably satisfactory to the Company and the
          Registrar, duly executed by the Holder thereof or such Holder's
          attorney duly authorized in writing; and



                                      -10-
<PAGE>

               (B) so long as such Notes are Restricted Definitive Notes, such
          Notes are being transferred or exchanged pursuant to an effective
          registration statement under the Securities Act or pursuant to clause
          (1), (2) or (3) below, and are accompanied by the following additional
          information and documents, as applicable:

                    (1) if such Definitive Notes are being delivered to the
               Registrar by a Holder for registration in the name of such
               Holder, without transfer, a certification from such Holder to
               that effect; or

                    (2) if such Definitive Notes are being transferred to the
               Company, a certification to that effect; or

                    (3) if such Definitive Notes are being transferred pursuant
               to an exemption from registration (i) a certification to that
               effect (in the form set forth in Exhibit B, if applicable) and
               (ii) if the Company or Registrar so requests, an Opinion of
               Counsel or other evidence reasonably satisfactory to them as to
               the compliance with the restrictions set forth in the Legend.

          (d) RESTRICTIONS ON TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL
INTEREST IN A GLOBAL NOTE. A Definitive Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below.

          Upon receipt by the Trustee of a Definitive Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:

          (i) so long as the Notes are Restricted Definitive Notes,
     certification, in the form set forth in Exhibit B, that such Definitive
     Note is being transferred to a QIB in accordance with Rule 144A; and

          (ii) written instructions directing the Trustee to make, or to direct
     the Registrar to make, an adjustment on its books and records with respect
     to such Global Note to reflect an increase in the aggregate Principal
     Amount of the Notes represented by the Global Note, such instructions to
     contain information regarding the Depositary account to be credited with
     such increase,

the Trustee shall cancel such Definitive Note and cause, or direct the Registrar
to cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Registrar, the aggregate Principal Amount of
Notes represented by the Global Note to be increased by the aggregate Principal
Amount of the Definitive Note to be exchanged, and shall credit or cause to be
credited to the account of the Person specified in such instructions a
beneficial interest in the Global Note equal to the Principal Amount of the
Definitive Note so cancelled. If no Global Notes are then outstanding, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Note in the
appropriate Principal Amount.

          (e) COMPLIANCE WITH RESTRICTIONS ON TRANSFER. Subject to the
succeeding paragraph, every Note shall be subject to the restrictions on
transfer provided in the Legend including the delivery of an Opinion of Counsel,
if so required. Whenever any Restricted Definitive Note or Restricted Global
Note is presented or surrendered for registration of transfer or for exchange
for a Note registered in a name other than that of the Holder, such Note must be
accompanied by a certificate in substantially the form set forth in Exhibit B,
dated the date of such surrender and signed



                                      -11-
<PAGE>

by the Holder of such Note, as to compliance with such restrictions on transfer.
The Registrar shall not be required to accept for such registration of transfer
or exchange any Note not so accompanied by a properly completed certificate.

          (f) TERMINATION OF RESTRICTIONS ON TRANSFER. The restrictions imposed
by the Legend upon the transferability of any Note shall cease and terminate
when such Note has been sold pursuant to an effective registration statement
under the Securities Act or transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or, if earlier, upon the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision). Any Note as to which such
restrictions on transfer shall have expired in accordance with their terms or
shall have terminated may, upon a surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 2.6 (accompanied, in
the event that such restrictions on transfer have terminated by reason of a
transfer in compliance with Rule 144 or any successor provision, by an opinion
of counsel having substantial experience in practice under the Securities Act
and otherwise reasonably acceptable to the Company, addressed to the Company and
in form acceptable to the Company, to the effect that the transfer of such Note
has been made in compliance with Rule 144 or such successor provision), be
exchanged for a new Note, of like tenor and aggregate Principal Amount, which
shall not bear the restrictive Legend. The Company shall inform the Trustee of
the effective date of any registration statement registering the Notes under the
Securities Act. The Trustee shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the aforementioned opinion of
counsel or registration statement.

          (g) ISSUANCE OF NOTES WITH NO LEGEND; REMOVAL OF LEGEND. If Notes are
issued upon the transfer, exchange or replacement of Notes subject to
restrictions on transfer and bearing the Legend, or if a request is made to
remove the Legend on a Note, the Notes so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the Registrar such satisfactory evidence, which shall include an
Opinion of Counsel, as may be reasonably required by the Company and the
Registrar, that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Rule 144 under the Securities Act or that such Notes are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Note pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Note that
does not bear the Legend. If the Legend is removed from the face of a Note and
the Note is subsequently held by an Affiliate of the Company, the Legend shall
be reinstated.

          (h) EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate Principal Amount equal to the Principal Amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not Affiliates of the Company, and accepted for exchange in the Exchange
Offer and (ii) Unrestricted Definitive Notes in an aggregate Principal Amount
equal to the Principal Amount of the Restricted Definitive Notes tendered for
acceptance by Persons that make the required certifications in the Letters of
Transmittal and accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate Principal
Amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and (at the expense
of the Company) deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
Principal Amount.



                                      -12-
<PAGE>

          (i) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.10 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the Principal Amount of Notes represented by such Global Note shall be
reduced accordingly by adjustments made on the records of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly by adjustments made on the records of the Trustee to
reflect such increase.

          (j) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

          (i) To permit registrations of transfers and exchanges of Notes, the
     Company shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon receipt of an Authentication Order in accordance with
     Section 2.2 hereof or upon receipt of a written request of the Registrar.

          (ii) The Company shall not charge a service charge for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to pay all taxes, assessments or other governmental
     charges that may be imposed in connection with the transfer or exchange of
     the Notes from the Holder requesting such transfer or exchange.

          (iii) The Company shall not be required to make, and the Registrar
     need not register, transfers or exchanges of Notes selected for redemption
     (except, in the case of Notes to be redeemed in part, the portion thereof
     not to be redeemed) or any Notes for a period of 15 days before the mailing
     of a notice of redemption of Notes to be redeemed.

          (iv) Any Registrar appointed pursuant to Section 2.3 hereof shall
     provide to the Trustee such information as the Trustee may reasonably
     require in connection with the delivery by such Registrar of Notes upon
     transfer or exchange of Notes.

          (v) No Registrar shall be required to make registrations of transfer
     or exchange of Notes during any periods designated in the text of the Notes
     or in this Indenture as periods during which such registration of transfers
     and exchanges need not be made.

          Section 2.7 REPLACEMENT NOTES. If (a) any mutilated Note is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Note, and there
is delivered to the Company and the Trustee such Note or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute, and upon its written request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Note or in
lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
Principal Amount, bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, or is about to be redeemed by the Company
pursuant to Article 3 hereof, the Company in its discretion may, instead of
issuing a new Note, pay or redeem such Note, as the case may be.



                                      -13-
<PAGE>

          Upon the issuance of any new Notes under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the reasonable fees and expenses of the Trustee and the reasonable fees and
disbursements of its counsel) connected therewith.

          Every new Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

          Section 2.8 OUTSTANDING NOTES; DETERMINATIONS OF HOLDERS' ACTION.
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those cancelled by it, those paid pursuant to Section 2.7, those
delivered to it for cancellation and those described in this Section 2.8 as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate thereof holds the Note; PROVIDED, HOWEVER, that in determining whether
the Holders of the requisite Principal Amount of Notes have given or concurred
in any request, demand, authorization, direction, notice, consent, amendment or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, amendment or waiver, only Notes which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Subject to the foregoing, only Notes outstanding at the time of such
determination shall be considered in any such determination (including, without
limitation, determinations pursuant to Articles 6 and 9).

          If a Note is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date or at maturity, money or securities, if permitted hereunder,
sufficient to pay Notes payable on that date, then immediately after such
Redemption Date or maturity, as the case may be, such Notes shall cease to be
outstanding and interest and Special Interest Premium, if any, on such Notes
shall cease to accrue; PROVIDED, that, if such Notes are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made.

          Section 2.9 TEMPORARY NOTES. Pending the preparation of definitive
Notes, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes



                                      -14-
<PAGE>

shall be exchangeable for definitive Notes upon surrender of the temporary Notes
at the office or agency of the Company designated for such purpose pursuant to
Section 2.3, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount of
definitive Notes of authorized denominations. Until so exchanged the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes.

          Section 2.10 CANCELLATION. All Notes surrendered for payment,
redemption or registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation. No Notes shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Notes held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

          Section 2.11 PERSONS DEEMED OWNERS. Prior to due presentment of a Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of, premium, if any, on, interest on and Special Interest Premium, if
any, on the Note or the payment of any redemption price in respect thereof, and
interest thereon, for all purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

          Section 2.12 DEFAULTED INTEREST. If the Company defaults in a payment
of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest,
to the Persons who are Holders on a subsequent special record date, in each case
at the rate provided in the Notes and Section 4.3 hereof. The Company shall
notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date, provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

          Section 2.13 CUSIP NUMBERS. The Company may issue the Notes with one
or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
PROVIDED, HOWEVER, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the CUSIP numbers.

          In the event that the Company shall issue and the Trustee shall
authenticate any Additional Notes pursuant to this Indenture, the Company shall
use its best efforts to obtain the same CUSIP number for such Additional Notes
as is printed on the Notes outstanding at such time; PROVIDED,



                                      -15-
<PAGE>

HOWEVER, that if any Additional Notes are determined, pursuant to an Opinion of
Counsel, to be a different class of security than the Notes outstanding at such
time for federal income tax purposes, the Company may obtain a CUSIP number for
such Additional Securities that is different from the CUSIP number printed on
the Notes then outstanding.

          Section 2.14 RANKING. The indebtedness of the Company arising under or
in connection with this Indenture and every outstanding Note issued under this
Indenture from time to time constitutes and will constitute a senior unsecured
general obligation of the Company, ranking equally with other existing and
future senior unsecured Indebtedness of the Company and ranking senior in right
of payment to any future Indebtedness of the Company that is expressly made
subordinate to the Notes by the terms of such Indebtedness.

                                  ARTICLE III

                               OPTIONAL REDEMPTION

          Section 3.1 NOTICES TO TRUSTEE. If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.7 hereof, it shall
furnish to the Trustee, at least 45 days (unless a shorter period shall be
satisfactory to the Trustee) but not more than 60 days before a Redemption Date,
an Officers' Certificate setting forth (i) the Section of this Indenture
pursuant to which the redemption shall occur, (ii) the date on which the
redemption shall occur ("Redemption Date"), (iii) the Principal Amount of Notes
to be redeemed and (iv) the redemption price.

          Section 3.2 SELECTION OF NOTES TO BE REDEEMED. If less than all of the
Notes are to be redeemed pursuant to Section 3.7 at any time, the Trustee shall
select the Notes to be redeemed among the Holders of the Notes, on a pro rata
basis, by lot or in accordance with any other method the Trustee deems fair and
appropriate. In the event of partial redemption, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

          The Trustee shall promptly notify the Company of the Notes selected
for redemption and, in the case of any Note selected for partial redemption, the
Principal Amount thereof to be redeemed. Notes and portions of Notes selected
shall be in amounts of $1,000 or whole multiples of $1,000, except that, if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

          Section 3.3 NOTICE OF REDEMPTION. At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the Redemption Date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part, the portion of the
Principal Amount of such Note to be redeemed and that, after the Redemption Date
upon surrender of such Note, a new



                                      -16-
<PAGE>

Note or Notes in Principal Amount equal to the unredeemed portion shall be
issued upon cancellation of the original Note;

          (d) the name and address of the Paying Agent;

          (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

          (f) that, unless the Company fails to deposit the redemption price and
accrued interest, if any, with the Trustee or Paying Agent, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date;

          (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

          Section 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption
is mailed in accordance with Section 3.3 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption
price. A notice of redemption may not be conditional.

          Section 3.5 DEPOSIT OF REDEMPTION PRICE. One Business Day prior to the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the Redemption Date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.3
hereof.

          Section 3.6 NOTES REDEEMED IN PART. Upon surrender of a Note that is
redeemed in part, the Company shall issue and, upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in Principal Amount to the unredeemed portion of the
Note surrendered.

          Section 3.7 OPTIONAL REDEMPTION. The Company at its option may, at any
time, redeem the Notes, in whole or in part, upon payment of a redemption price
equal to the greater of (i)



                                      -17-
<PAGE>

100% of the Principal Amount of the Notes to be redeemed or (ii) the sum of the
present values of the Remaining Scheduled Payments on the Notes being redeemed
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the Treasury Rate
plus 45 basis points, plus, in either case, accrued and unpaid interest and
Special Interest Premium, if any, on the Principal Amount of Notes being
redeemed to the Redemption Date.

          Section 3.8 MANDATORY REDEMPTION. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                                   ARTICLE IV

                                    COVENANTS

          Section 4.1 OWNERSHIP OF MATERIAL SUBSIDIARY STOCK. So long as any of
the Notes are outstanding but subject to the provisions of Article V hereof, the
Company:

          (a) will not, nor will it permit the Material Subsidiary to, sell or
otherwise dispose of any shares of, securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock of the
Material Subsidiary, nor will the Company permit the Material Subsidiary to
issue any shares of, or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock of the Material
Subsidiary if, in each case, after giving effect to any such transaction and to
the issuance of the maximum number of shares of Voting Stock of the Material
Subsidiary issuable upon the exercise of all such convertible securities,
options, warrants or rights, the Company would cease to own, directly or
indirectly, at least 80% of the issued and outstanding Voting Stock of the
Material Subsidiary; and

          (b) will not permit the Material Subsidiary to:

          (i) merge or consolidate with or into any corporation or other Person,
     unless the Company is the surviving corporation or Person, or unless, upon
     consummation of the merger or consolidation, the Company will own, directly
     or indirectly, at least 80% of the surviving corporation's issued and
     outstanding Voting Stock; or

          (ii) lease, sell, assign or transfer all or substantially all of its
     properties and assets to any corporation or other Person (other than the
     Company), unless, upon such sale, assignment or transfer, the Company will
     own, directly or indirectly, at least 80% of the issued and outstanding
     Voting Stock of that corporation or other Person.

          Notwithstanding the foregoing, any such sale, assignment or transfer
of securities, any such merger or consolidation or any such lease, sale,
assignment or transfer of properties and assets shall not be prohibited if
required (A) by any law or any rule, regulation or order of any governmental
agency or authority or (B) as a condition imposed by any law or any rule,
regulation or order of any governmental agency or authority to the acquisition
by the Company, directly or indirectly, through purchase of stock or assets,
merger, consolidation or otherwise, of any Person; PROVIDED, that, in the case
of (B) only, after giving effect to such disposition and acquisition, (y) at
least 80% of the issued and outstanding Voting Stock of such Person will be
owned, directly or indirectly, by the Company and (z) the Consolidated Assets of
the Company will be at least equal to 70% of the Consolidated Assets of the
Company prior thereto; and nothing in this Section shall prohibit the Company or
the Material Subsidiary from the sale or transfer of assets pursuant to any
securitization transaction or the pledge of any assets to secure borrowings
incurred in the ordinary



                                      -18-
<PAGE>

course of business, including, without limitation, deposit liabilities, mortgage
escrow funds, reverse repurchase agreements, Federal Home Loan Bank of New York
advances, recourse obligations incurred in connection with the Material
Subsidiary's lending activities and letters of credit.

          Section 4.2 LIMITATION ON DEBT. For so long as any of the Notes are
outstanding, the Company will not, nor will the Company permit the Material
Subsidiary to, create, assume, incur or suffer to be created, assumed or
incurred or to exist, any pledge, encumbrance or lien, as security for
indebtedness for borrowed money, upon any shares of Voting Stock of the Material
Subsidiary (or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of that Voting Stock), directly or indirectly,
without making effective provision whereby the Notes shall be equally and
ratably secured with any and all such indebtedness if, treating such pledge,
encumbrance or lien as a transfer of the shares of, or securities convertible
into or options, warrants or rights to subscribe for or purchase shares of,
Voting Stock of the Material Subsidiary subject thereto to the secured party and
after giving effect to the issuance of the maximum number of shares of Voting
Stock of the Material Subsidiary issuable upon the exercise of all such
convertible securities, options, warrants or rights, the Company would not
continue to own at least 80% of the issued and outstanding Voting Stock of the
Material Subsidiary.

          Section 4.3 PAYMENT OF NOTES. The Company shall pay or cause to be
paid the principal of, premium, if any, on, interest on and Special Interest
Premium, if any, on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, interest and Special Interest Premium, if
any, shall be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the
due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, interest
and Special Interest Premium, if any, then due. The Company shall pay all the
Special Interest Premium, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at the rate equal to 1% per annum in excess of
the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
Premium, if any, (without regard to any applicable grace period) from time to
time on demand at the same rate to the extent lawful.

          Section 4.4 MAINTENANCE OF OFFICE OR AGENCY. The Company shall
maintain in New York, New York, an office or agency (which may be an office of
the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee



                                      -19-
<PAGE>

of any such designation or rescission and of any change in the location of any
such other office or agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.3.

          Section 4.5 REPORTS. (a) The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or section 15(d)
of the Exchange Act. In the event the Company is at any time no longer subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it
shall continue to provide the Trustee with reports containing substantially the
same information as would have been required to be filed with the SEC had the
Company continued to have been subject to such reporting requirements. In such
event, such reports shall be provided at the times the Company would have been
required to provide reports had it continued to have been subject to such
reporting requirements. The Company also shall comply with the other provisions
of Section 314(a) of the TIA. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely conclusively on Officers' Certificates).

          (b) For so long as any Initial Notes remain outstanding, the Company
shall furnish to the Holders and to Initial Notes analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

          Section 4.6 COMPLIANCE CERTIFICATE. (a) (a) The Company will deliver
to the Trustee on or before 120 days after the end of each fiscal year of the
Company, commencing with the first fiscal year ending after the date hereof, so
long as Notes are outstanding hereunder, an Officers' Certificate stating that,
in the course of the performance by the signers of their duties as officers of
the Company, they would normally have knowledge of any Default or Event of
Default by the Company in the performance of any covenants contained herein,
stating whether or not they have knowledge of any such Default or Event of
Default, the nature thereof and the action, if any, the Company intends to
undertake as a result of such Default.

          (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

                                   ARTICLE V

                                   SUCCESSORS

          Section 5.1 WHEN THE COMPANY MAY MERGE, CONSOLIDATE OR TRANSFER
ASSETS. The Company shall not merge or consolidate with or into any other Person
and the Company shall not sell, lease or convey, in a single transaction or in a
series of transactions, all or substantially all of its assets to any Person,
unless (1) the Company is the continuing corporation, or the successor
corporation or the Person that acquires all or substantially all of the
Company's assets is a



                                      -20-
<PAGE>

corporation organized and existing under the laws of the United States or a
state thereof or the District of Columbia and expressly assumes all the
Company's obligations under the Notes and this Indenture or assumes such
obligations as a matter of law, (2) immediately after giving effect to such
merger, consolidation, sale, lease or conveyance, there is no Default or Event
of Default hereunder and (3) the Company delivers or causes to be delivered to
the Trustee an Officers' Certificate and Opinion of Counsel each stating that
the merger, consolidation, sale, lease or conveyance complies with this
Indenture.

          Section 5.2 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation,
merger, sale, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and, thereupon, the Company shall be relieved of
any further liability or obligation hereunder or under the Notes.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          Section 6.1 EVENTS OF DEFAULT. An "Event of Default" occurs if:

          (a) the Company defaults in the payment of any installment of interest
or Special Interest Premium, if any, upon any of the Notes as and when the same
shall become due and payable, and such default continues for a period of 30
days;

          (b) the Company defaults in the payment of all or any part of the
principal of, or premium, if any, on, any of the Notes as and when the same
shall become due and payable either at maturity, upon any redemption, by
declaration of acceleration of maturity or otherwise;

          (c) the Company fails to perform any other covenant or agreement on
the part of the Company contained in the Notes or in this Indenture and such
failure continues for a period of 60 days after the date on which notice
specifying such failure, stating that such notice is a "Notice of Default"
hereunder and demanding that the Company remedy the same, shall have been given,
by registered or certified mail, to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least 25% in aggregate Principal
Amount of the Notes at the time outstanding;

          (d) (i) the Company defaults in the scheduled payment of principal,
premium, if any, or interest of or on any Indebtedness in excess of $10,000,000
which constitutes an event of default as defined in any instrument of the
Company under which such Indebtedness is or may be issued, or by which such
Indebtedness is or may be secured or evidenced, which event of default has
resulted in the acceleration of such Indebtedness, or (ii) any default occurring
in payment of any such Indebtedness at final maturity (and after the expiration
of any applicable grace periods);

          (e) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company or the Material Subsidiary in an
involuntary case or proceeding



                                      -21-
<PAGE>

under any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect, or a decree or order adjudging the Company or the
Material Subsidiary a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment, or composition of or
in respect of the Company or the Material Subsidiary under any applicable
federal or state law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or the Material
Subsidiary or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, shall have been entered, and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days;
or

          (f) the Company or the Material Subsidiary shall commence a voluntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect or any other case
or proceeding to be adjudicated a bankrupt or insolvent, or consent to the entry
of a decree or order for relief in an involuntary case or proceeding under any
such law, or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company or the Material Subsidiary, or the filing by the
Company or the Material Subsidiary of a petition or answer to consent seeking
reorganization or relief under any such applicable federal or state law, or the
consent by the Company or the Material Subsidiary to the filing of such petition
or to the appointment of or the taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or the Material Subsidiary or of any substantial part of its property,
or the making by the Company or the Material Subsidiary of an assignment for the
benefit of creditors, or the taking of action by the Company or the Material
Subsidiary in furtherance of any such action.

          Upon becoming aware of any Event of Default, the Company shall
promptly deliver to the Trustee a written statement specifying such Event of
Default.

          Section 6.2 ACCELERATION. If any Event of Default (other than an Event
of Default specified in clause (e) or (f) of Section 6.1 hereof) occurs and is
continuing, the Trustee or the Holders of at least 25% in Principal Amount of
the then outstanding Notes may declare the Principal Amount of all the Notes and
interest and Special Interest Premium, if any, accrued thereon to be due and
payable immediately by a notice in writing to the Company (and to the Trustee if
given by the Holders of the outstanding Notes). If an Event of Default specified
in clause (e) or (f) of Section 6.1 hereof occurs, the principal of, premium, if
any, on, interest accrued on and Special Interest Premium, if any, accrued on
all outstanding Notes shall be due and payable without further action or notice.
Holders of the Notes may not enforce this Indenture or the Notes except as
provided in this Indenture. Subject to Sections 6.6, 7.1(e) and 7.7, Holders of
a majority in Principal Amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default in
accordance with Section 7.5 hereof. The Holders of a majority in aggregate
Principal Amount of the then outstanding Notes by written notice to the Trustee
may on behalf of the Holders of all of the Notes rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction and if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because
of the acceleration) have been cured or waived.

          In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the Holders shall be restored respectively to their
several



                                      -22-
<PAGE>

positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the Holders shall continue as though no such proceeding
had been taken.

          Section 6.3 OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, premium, if any, on, interest on and Special Interest Premium,
if any, on the Notes or to enforce the performance of any provision of the Notes
or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

          Section 6.4 WAIVER OF DEFAULTS. Holders of a majority in aggregate
Principal Amount of the then outstanding Notes by written notice to the Trustee
may on behalf of the Holders of all of the Notes waive an existing Default or
Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of, premium, if any, on,
interest on or Special Interest Premium, if any, on the Notes. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

          Section 6.5 CONTROL BY MAJORITY. Holders of a majority in Principal
Amount of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability. The Trustee may
take any other action consistent with this Indenture relating to any such
direction.

          Section 6.6 LIMITATION ON SUITS. A Holder of a Note may pursue a
remedy with respect to this Indenture or the Notes only if and subject to
Section 6.7 hereof:

          (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

          (b) the Holders of at least 25% in Principal Amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

          (c) such Holders offer and, if requested, provide to the Trustee
security and indemnity satisfactory to the Trustee against any loss, liability
or expense;

          (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
security and indemnity; and

          (e) the Holders of a majority in Principal Amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.

          A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.



                                      -23-
<PAGE>

          Section 6.7 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal of, premium, if any, on, interest on
and Special Interest Premium, if any, on the Note, on or after the respective
due dates expressed in the Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

          Section 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default
specified in Section 6.1(a) or (b) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal, premium, if any,
interest and Special Interest Premium, if any, remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel.

          Section 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, fees, expenses, disbursements and
advances of the Trustee, its agents and counsel) and the Holders of the Notes
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the compensation, fees, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under or in connection
with this Indenture. To the extent that the payment of any such compensation,
fees, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under or in connection with this
Indenture out of the estate in any such proceeding shall be denied for any
reason, payment of the same shall be secured by a perfected, first priority Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise, and such Lien in favor of a predecessor Trustee shall
be senior to the Lien in favor of the current Trustee. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

          Section 6.10 PRIORITIES. If the Trustee collects any money or other
property pursuant to this Article, it shall be applied in the following order:

          First: to the Trustee (including any predecessor Trustee), its agents
and attorneys for amounts due under Section 7.7 hereof, including payment of all
compensation, fees, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium, if any, interest and Special Interest Premium, if any,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, interest and
Special Interest Premium, if any, respectively; and



                                      -24-
<PAGE>

          Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

          Section 6.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.7 hereof, or a suit
by Holders of more than 10% in Principal Amount of the then outstanding Notes.

                                  ARTICLE VII

                                     TRUSTEE

          Section 7.1 DUTIES OF TRUSTEE.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
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 such person's own
affairs.

          (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture but need
     not verify the accuracy of the contents thereof.

          (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

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



                                      -25-
<PAGE>

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.5 or 6.6 hereof.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (e) and (f) of this Section.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request or direction of any Holders, unless such Holders shall have offered and,
if requested, provided to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

          Section 7.2 RIGHTS OF TRUSTEE. (a) (a) The Trustee may conclusively
rely upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company personally or by agent or attorney.

          (b) Whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may rely upon an Officers' Certificate, an
Opinion of Counsel or both. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers' Certificate
or Opinion of Counsel. The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

          (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

          (f) No permissive right of the Trustee to act hereunder shall be
construed as a duty.

          Section 7.3 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or



                                      -26-
<PAGE>

any Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

          Section 7.4 TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this
Indenture, the Notes or the Registration Rights Agreement; it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture; it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

          Section 7.5 NOTICE OF DEFAULTS. If a Default or Event of Default
occurs and is continuing and if the Trustee receives written notice thereof, the
Trustee shall (at the expense of the Company) mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, on, interest on or Special Interest Premium, if any, on any Note, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes. For purposes of this Indenture, the
Trustee shall not be deemed to have received notice of any Default (except a
Default or Event of Default in payment of principal of, premium, if any, on,
interest on or Special Interest Premium, if any, on any Note) unless a
Responsible Officer of the Trustee has received actual notice of such Default.

          Section 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each
October 15 beginning with the October 15 following the date of this Indenture,
and for so long as Notes remain outstanding, the Trustee shall (at the expense
of the Company) mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with Section 313(a) of the TIA (but if no event
described in Section 313(a) of the TIA has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with Section 313(b)(2) of the TIA. The Trustee shall also transmit
by mail all reports as required by Section 313(c) of the TIA.

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with Section 313(d) of the
TIA. The Company shall promptly notify the Trustee when the Notes are listed on
any stock exchange and thereafter shall promptly file all reports with the SEC
and such stock exchange as are required to be filed by the rules and regulations
of the SEC and of such stock exchange.

          Section 7.7 COMPENSATION AND INDEMNITY. The Company agrees to pay to
the Trustee from time to time compensation as agreed upon by the Trustee and the
Company, and, in the absence of any such agreement, reasonable compensation for
its acceptance of this Indenture and services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable expenses, disbursements and advances incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
compensation, disbursements and expenses of the Trustee's agents and reasonable
fees and expenses of counsel. The Company shall



                                      -27-
<PAGE>

indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.7) and defending itself against any claim (whether asserted by the Company or
any Holder or any other Person) or liability in connection with, relating to, or
arising out of (i) the exercise or performance of any of its powers or duties
hereunder, or in connection herewith, and (ii) the validity, invalidity,
adequacy or inadequacy of this Indenture or the Notes, except to the extent any
such loss, liability or expense may be attributable to its negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it intends to seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

          The obligations of the Company to the Trustee under this Indenture
shall survive the satisfaction and discharge of this Indenture.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a mortgage, pledge, lien, charge, security interest or
encumbrance (each, a "Lien") prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall comply with the provisions of Section 313(b)(2) of
the TIA to the extent applicable.

          Section 7.8 REPLACEMENT OF TRUSTEE. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in Principal Amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
by a Board Resolution remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10 hereof;

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a custodian or public officer takes charge of the Trustee or its
property; or

          (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.



                                      -28-
<PAGE>

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in Principal Amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee, after receiving a written request to resign by any
Holder of a Note who has been a bona fide Holder of a Note for at least six
months, fails to comply with Section 7.10, such Holder of a Note may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

          Section 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee or any
Agent consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee or Agent, as
the case may be.

          Section 7.10 ELIGIBILITY; DISQUALIFICATION. There shall at all times
be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and that together
with its direct parent, if any, or in the case of a corporation included in a
bank holding company system, its related bank holding company, has a combined
capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition. This Indenture shall always have a Trustee
who satisfies the requirements of Section 310(a)(1), (2) and (5) of the TIA. The
Trustee is subject to Section 310(b) of the TIA.

          Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee is subject to Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

          Section 7.12 OTHER CAPACITIES. All references in this Indenture to the
Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and
in its capacities as any Agent, to the extent acting in such capacities, and
every provision of this Indenture relating to the conduct or affecting the
liability or offering protection, immunity or indemnity to the Trustee shall be
deemed to apply with the same force and effect to the Trustee acting in its
capacity as any Agent.



                                      -29-
<PAGE>



                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.1 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.
The Company may, at its option and at any time, elect to have either Section 8.2
or 8.3 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article VIII.

          Section 8.2 LEGAL DEFEASANCE AND DISCHARGE. Upon the Company's
exercise under Section 8.1 hereof of the option applicable to this Section 8.2,
the Company shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.5 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.4 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, on and interest on such Notes when such payments are due, (b) the rights of
the Holders of outstanding Notes to receive payments in respect of the Special
Interest Premium, if any, as provided under this Indenture when such payments
are due, (c) the Company's obligations with respect to such Notes under Article
II and Section 4.4 hereof, (d) the rights, powers, trusts, duties and immunities
of the Trustee and any Agent hereunder and the Company's obligations in
connection therewith, including, without limitation, Article VII and Section 8.5
and 8.7 hereunder, and (e) this Article VIII. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3 hereof.

          Section 8.3 COVENANT DEFEASANCE. Upon the Company's exercise under
Section 8.1 hereof of the option applicable to this Section 8.3, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the covenants contained in
Sections 4.1, 4.2, 4.5 and 4.6 hereof, under Section 6.1(c) hereof with respect
to such covenants, and under Section 6.1 (d), (e) and (f) hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.4 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.1 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.1 hereof of the option applicable to this Section 8.3 hereof, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(d)
through 6.1(f) hereof shall not constitute Events of Default.



                                      -30-
<PAGE>

          Section 8.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE. The following
shall be the conditions to the application of either Section 8.2 or 8.3 hereof
to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, on and
interest on the outstanding Notes on the stated maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular Redemption Date;

          (b) in the case of an election under Section 8.2 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

          (c) the Company shall have delivered to the Trustee an Opinion of
Counsel in the United States reasonably acceptable to the Trustee confirming
that, among other things, the defeasance trust does not constitute an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended;

          (d) in the case of an election under Section 8.3 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

          (e) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that (subject to customary qualifications and assumptions)
after the 123rd day following the deposit, the trust funds will not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally;

          (f) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as Sections 6.1(e) or 6.1(f)
hereof are concerned, at any time in the period ending on the 123rd day after
the date of deposit;

          (g) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;



                                      -31-
<PAGE>

          (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that, subject to customary
assumptions and exclusions, all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with; and

          (i) the Trustee shall have received such other documents, assurances
and Opinions of Counsel as the Trustee shall have reasonably required.

          Section 8.5 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to Section 8.6 hereof, all money
and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent), to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

          The Company agrees to pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the written
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

          Section 8.6 REPAYMENT TO COMPANY. Any money deposited with the Trustee
or any Paying Agent, or then held by the Company in trust for the payment of the
principal of, premium, if any, on or interest on any Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as a creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

          Section 8.7 REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company's



                                      -32-
<PAGE>

obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until
such time as the Trustee or Paying Agent is permitted by such court or
governmental authority to apply all such money in accordance with Section 8.2 or
8.3 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company makes
any payment of principal of, premium, if any, on or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

          Section 9.1 WITHOUT CONSENT OF HOLDERS OF NOTES. Notwithstanding
Section 9.2 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Notes without the consent of any Holder of a
Note:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to provide for uncertificated Notes in addition to or in place of
Definitive Notes or to alter the provisions of Article II hereof (including the
related definitions) in a manner that does not adversely affect any Holder;

          (c) to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article V hereof;

          (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes;

          (e) to make any change that is not inconsistent with this Indenture
and does not adversely affect the legal rights hereunder of any Holder of the
Notes; or

          (f) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA.

          Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Sections 7.2 and 9.6
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

          Section 9.2 WITH CONSENT OF HOLDERS OF NOTES. Except as provided below
in this Section 9.2, the Company and the Trustee may amend or supplement this
Indenture and the Notes with the consent of the Holders of at least a majority
in Principal Amount of the Notes then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for the Notes), and, subject to Sections
6.4, 6.6 and 6.7 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
on, interest on or Special Interest Premium, if any, on the Notes, except a
payment default resulting from an acceleration that has been rescinded) may



                                      -33-
<PAGE>

be waived with the consent of the Holders of a majority in Principal Amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.8 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.2.

          Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Sections 7.2 and 9.6 hereof, the Trustee shall join
with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may, but shall not be obligated to, enter into such amended or
supplemental Indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.2 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.

          Subject to Sections 6.4, 6.6 and 6.7 hereof, the Holders of a majority
in aggregate Principal Amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.2 may not (with
respect to any Notes held by a non-consenting Holder):

          (a) change the stated maturity of the principal of, interest on or
Special Interest Premium, if any, on any Note;

          (b) reduce the Principal Amount of, reduce the rate of, or extend or
change the time for payment of interest on, any Note;

          (c) change the place or currency of payment of principal of, premium,
if any, on, interest on or Special Interest Premium, if any, on any Note;

          (d) reduce any amount payable upon the redemption of any Note;

          (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Note;

          (f) reduce the percentage in Principal Amount of outstanding Notes the
consent of whose Holders is required for modification or amendment of this
Indenture;

          (g) reduce the percentage in Principal Amount of outstanding Notes
necessary for waiver of compliance with certain provisions of this Indenture or
for waiver of certain Defaults; or

          (h) modify such provisions with respect to modification and waiver.



                                      -34-
<PAGE>

          Section 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment or
supplement to this Indenture or the Notes shall be set forth in an amended or
supplemental Indenture that complies with the TIA as then in effect.

          Section 9.4 REVOCATION AND EFFECT OF CONSENTS. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the waiver, supplement or
amendment becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

          Section 9.5 NOTATION ON OR EXCHANGE OF NOTES. The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

          Section 9.6 TRUSTEE TO SIGN AMENDMENTS, ETC. The Trustee shall sign
any amended or supplemental Indenture authorized pursuant to this Article IX if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental Indenture, the Trustee shall be entitled to receive
and (subject to Section 7.1 hereof) shall be fully protected in relying upon, in
addition to the documents required by Section 10.4 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

                                   ARTICLE X

                                  MISCELLANEOUS

          Section 10.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Section
318(c) of the TIA, the duties imposed by Section 318(c) of the TIA shall
control.

          Section 10.2 NOTICES. Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the other's address set forth below:

          If to the Company:

                Astoria Financial Corporation
                One Astoria Federal Plaza
                Lake Success, New York  11042
                Attention:  Alan P. Eggleston, Esq.

                                      -35-
<PAGE>

                and

                Thacher Proffitt & Wood
                11 West 42nd Street
                New York, New York  10036
                Attention:  Robert C. Azarow, Esq.

          If to the Trustee:

                Wilmington Trust Company
                1100 North Market Street
                Wilmington, Delaware  19890
                Attention: Corporate Trust Administration
                Facsimile: (302) 651-8882

          The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications. All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Any notice or
communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication shall also be so mailed to any Person described in
Section 313(c) of the TIA, to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except for notices or communications to the Trustee, which shall be
effective only upon actual receipt thereof.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          Section 10.3 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
NOTES. Holders may communicate pursuant to Section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the TIA.

          Section 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.5 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and



                                      -36-
<PAGE>

          (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.5 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

          Section 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 314(a)(4) of the TIA) shall comply with the provisions of Section 314(e)
of the TIA and shall include:

          (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

          (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

          Section 10.6 RULES BY TRUSTEE AND AGENTS. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

          Section 10.7 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
AND SHAREHOLDERS. No director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

          Section 10.8 GOVERNING LAW. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York
without regard to conflict of law principles thereof other than Section 5-1401
of the New York General Obligations Law.

          Section 10.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

          Section 10.10 SUCCESSORS. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.

          Section 10.11 SEVERABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



                                      -37-
<PAGE>

          Section 10.12 COUNTERPART ORIGINALS. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

          Section 10.13 TABLE OF CONTENTS, HEADINGS, ETC. The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                            [Signature page follows.]










                                      -38-
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Indenture, as of the date first
above written.


                                  Astoria Financial Corporation

                                  By: /s/ Monte N. Redman
                                     ------------------------------
                                      Monte N. Redman
                                      Executive Vice President and Chief
                                      Financial Officer


                                  WILMINGTON TRUST COMPANY

                                  By: /s/ James J. McGinley
                                     ------------------------------
                                      James J. McGinley
                                      Authorized Signer




<PAGE>


                                   EXHIBIT A-1

                              (Form of Global Note)

                           5.75% Senior Notes due 2012

                          Astoria Financial Corporation


     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

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

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2) IN A
TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING SECURITIES IN AN AGGREGATE PRINCIPAL
AMOUNT OF AT LEAST $100,000 AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND WARRANTIES
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE
FORM OF LETTER CAN BE OBTAINED FROM SUCH TRUSTEE), (5) IN ACCORDANCE WITH
ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT





                                     A-1-1
<PAGE>

(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR
HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH
CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM
THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.







                                     A-1-2
<PAGE>



                                                                CUSIP __________

                           5.75% Senior Notes due 2012

No.______                                                            $__________

                          Astoria Financial Corporation


promises to pay to Cede & Co. or registered assigns, the principal sum
of____________________ dollars, as such sum may be increased or reduced as
reflected on the records of the Trustee in accordance with Section 2.1(b) of the
within-mentioned Indenture, on October 15, 2012.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

                                      Astoria Financial Corporation


                                      By: ______________________________
                                          Name:
                                          Title:



This is one of the Notes referred to in the within-mentioned Indenture:

WILMINGTON TRUST COMPANY,
as Trustee

By:___________________________       Dated:
   Name:
   Title:




                                     A-1-3
<PAGE>



                                (Reverse of Note)

                           5.75% Senior Notes due 2012

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. INTEREST. Astoria Financial Corporation (the "Company"), a Delaware
corporation, promises to pay interest on the Principal Amount of this Note at
5.75% per annum from October 16, 2002 until maturity and shall pay the Special
Interest Premium, if any, payable pursuant to Section 2(e) of the Registration
Rights Agreement referred to below. The Company shall pay interest and Special
Interest Premium, if any, semi-annually on April 15 and October 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
PROVIDED, FURTHER, that the first Interest Payment Date shall be April 15, 2003.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the then
applicable interest rate, to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Special Interest Premium, if any, (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

          2. METHOD OF PAYMENT. The Company will pay interest on the Notes and
Special Interest Premium, if any, to the Persons who are registered Holders of
Notes at the close of business on the April 1 or October 1 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture (as herein defined) with respect to defaulted interest. The
Notes will be payable as to principal, premium, if any, interest and Special
Interest Premium, if any, at the office or agency of the Paying Agent (which may
be the Company), or, at the option of the Company, payment of interest and
Special Interest Premium, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that all
payments of principal, premium, if any, interest and Special Interest Premium,
if any, with respect to Notes a Holder of which owns at least $50 million
aggregate Principal Amount of Notes and has given wire transfer instructions to
the Company at least ten Business Days prior to the applicable payment date,
will be required to be made by wire transfer of immediately available funds to
the accounts specified by the Holder thereof. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company,
the Trustee ("Trustee") under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          4. INDENTURE. The Company issued this Note under an Indenture dated as
of October 16, 2002, as amended or supplemented from time to time ("Indenture"),
between the



                                     A-1-4
<PAGE>

Company and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling.

          5. OPTIONAL REDEMPTION. The Notes will be subject to redemption at any
time at the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, at a price equal to the greater of (i) 100% of
the Principal Amount of Notes being redeemed, or (ii) the sum of the present
values of the Remaining Scheduled Payments of principal and interest on the
Notes being redeemed discounted to the date of redemption on a semiannual basis,
(assuming a 360-day year of twelve 30-day months) at a rate equal to the
Treasury Rate plus 45 basis points, plus in either case, accrued and unpaid
interest and Special Interest Premium, if any, on the Principal Amount of Notes
being redeemed to the Redemption Date.

          6. NOTICE OF REDEMPTION. Notice of redemption will be mailed, by first
class mail, at least 30 days but not more than 60 days before the Redemption
Date to each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the Redemption Date, interest ceases to accrue on Notes
or portions thereof called for redemption, if the Company has deposited with the
Trustee or with the Paying Agent, one Business Day prior the Redemption Date,
money sufficient to pay the redemption price of and accrued interest on all
Notes to be redeemed on that date.

          7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples thereof. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company and the Registrar need not exchange or
register the transfer of any Note selected for redemption, in whole or in part,
except for the unredeemed portion of any Note being redeemed in part. The
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the next succeeding Interest Payment Date.

          8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

          9. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in Principal Amount of the then outstanding
Notes voting as a single class, and, subject to Sections 6.4, 6.6 and 6.7 of the
Indenture, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, on,
interest on or Special Interest Premium, if any, on the Notes, except a payment
default resulting from an acceleration that has been rescinded). Subject to
Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in Principal Amount of the then outstanding Notes voting as a single
class. Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency;
to provide for uncertificated Notes in



                                     A-1-5
<PAGE>

addition to or in place of Definitive Notes or to alter the provisions of
Article II of the Indenture (including the related definitions) in a manner that
does not adversely affect any Holder; to provide for the assumption of the
Company's obligations to the Holders of the Notes by a successor to the Company
pursuant to Article V of the Indenture; to make any change that would provide
any additional rights or benefits to the Holders of the Notes; to make any
change that is not inconsistent with the Indenture and does not adversely affect
the legal rights under the Indenture of any Holder of Notes; or to comply with
the requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the TIA.

          10. DEFAULTS AND REMEDIES. An "Event of Default" occurs if: (i) the
Company defaults in the payment of any installment of interest or Special
Interest Premium, if any, upon any of the Notes as and when the same shall
become due and payable, and such default continues for a period of 30 days; (ii)
the Company defaults in the payment of all or any part of the principal of, or
premium, if any, on, any of the Notes as and when the same shall become due and
payable either at maturity, upon any redemption, by declaration of acceleration
or otherwise; (iii) the Company fails to perform any other covenant or agreement
on the part of the Company contained in the Notes or in the Indenture and such
failure continues for a period of 60 days after the date on which notice
specifying such failure, stating that such notice is a "Notice of Default" under
the Indenture and demanding that the Company remedy the same, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by the
Holders of at least 25% in aggregate Principal Amount of the Notes at the time
outstanding; (iv) the Company defaults in the scheduled payment of principal,
premium, if any, or interest of or on any Indebtedness in excess of $10,000,000
which constitutes an event of default as defined in any instrument of the
Company under which such Indebtedness is or may be issued, or by which such
Indebtedness is or may be secured or evidenced, which event of default has
resulted in the acceleration of such Indebtedness, or any default occurring in
payment of any such Indebtedness at final maturity (and after the expiration of
any applicable grace periods); (v) a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of the Company or the
Material Subsidiary in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, or a decree or order adjudging the Company or the Material Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the
Company or the Material Subsidiary under any applicable federal or state law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Company or the Material Subsidiary or for any
substantial part of its property or ordering the winding up or liquidation of
its affairs, shall have been entered, and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or (vi) the Company
or the Material Subsidiary shall commence a voluntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect or any other case or proceeding to be
adjudicated a bankrupt or insolvent, or consent to the entry of a decree or
order for relief in an involuntary case or proceeding under any such law, or to
the commencement of any bankruptcy or insolvency case or proceeding against the
Company or the Material Subsidiary, or the filing by the Company or the Material
Subsidiary of a petition or answer to consent seeking reorganization or relief
under any such applicable federal or state law, or the consent by the Company or
the Material Subsidiary to the filing of such petition or to the appointment of
or the taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or the Material
Subsidiary or of any substantial part of its property, or the making by the
Company or the Material Subsidiary of an assignment for the benefit of
creditors, or the taking of action by the Company or the Material Subsidiary in
furtherance of any such action. If any Event of Default (other than an Event of
Default specified in clause (v) or (vi) hereof) occurs and



                                     A-1-6
<PAGE>


is continuing, the Trustee or the Holders of at least 25% in Principal Amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. If an Event of Default specified in clause (v) or (vi) hereof
occurs, all outstanding Notes shall be due and payable without further action or
notice. Holders of the Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal, premium, if any, interest or
Special Interest Premium, if any) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate Principal Amount of the
then outstanding Notes by written notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and
its consequences under the Indenture, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, on, interest on or
Special Interest Premium, if any, on the Notes.

          11. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not the Trustee.

          12. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

          13. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          14. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of October 16, 2002, among the Company and the Initial
Purchasers named therein (the "Registration Rights Agreement").

          16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          17. AVAILABLE INFORMATION. The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to:


                                     A-1-7
<PAGE>

              Astoria Financial Corporation
              One Astoria Federal Plaza
              Lake Success, New York  11042
              Attention: General Counsel

          18. COUNTERPARTS. This Note may be executed by one or more of the
parties to this Note on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.







                                     A-1-8
<PAGE>



                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to ___________________________________________________________________
        (Insert assignee's Social Security or Tax Identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)


and irrevocably appoint _________________________________ to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date:______________________

                                      Your signature:___________________________
                                      (Sign exactly as your name appears on the
                                      face of this Note)

                                      Tax Identification No.: __________________
                                      SIGNATURE GUARANTEE:

                                      __________________________________________
                                      Signatures must be guaranteed by an
                                      "eligible guarantor institution" meeting
                                      the requirements of the Registrar, which
                                      requirements include membership or
                                      participation in the Security Transfer
                                      Agent 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-1-9
<PAGE>



                                   EXHIBIT A-2

                            (Form of Definitive Note)

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2) IN A
TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING SECURITIES IN AN AGGREGATE PRINCIPAL
AMOUNT OF AT LEAST $100,000 AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND WARRANTIES
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE
FORM OF LETTER CAN BE OBTAINED FROM SUCH TRUSTEE), (5) IN ACCORDANCE WITH
ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
OR (6) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED
INVESTOR HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY AND THE
TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE
TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.


                                     A-2-1
<PAGE>

                                                                CUSIP __________

                           5.75% Senior Notes due 2012

No.______                                                            $__________

                          Astoria Financial Corporation

promises to pay to Cede & Co. or registered assigns, the principal sum of
____________________________________ dollars on October 15, 2012.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

                                      Astoria Financial Corporation



                                      By:____________________________________
                                          Name:
                                          Title:



                                      By:____________________________________
                                          Name:
                                          Title:


This is one of the Notes referred
to in the within-mentioned Indenture:

WILMINGTON TRUST COMPANY,
as Trustee

By:__________________________         Dated:
Name:
Title:






                                     A-2-2
<PAGE>



               [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1]










                                     A-2-3
<PAGE>



                                    EXHIBIT B
                        (Form of Certificate of Transfer)

Astoria Financial Corporation
One Astoria Federal Plaza
Lake Success, New York  11042
Attention: General Counsel

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

          Re: 5.75% SENIOR NOTES DUE 2012
              ---------------------------

          Reference is hereby made to the Indenture, dated as of October 16,
2002 (the "Indenture"), between Astoria Financial Corporation (the "Company")
and Wilmington Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.
__________________ (the "Transferor") owns and proposes to transfer the Note[s]
or interest in such Note[s] specified in Annex A hereto (the "Surrendered
Notes"), in the principal amount of $_______ in such Note[s] or interests (the
"Transfer"), to ___________ (the "Transferee"), such transfer complies with the
restrictive legend set forth on the face of the Surrendered Notes for the reason
checked below. In connection with the Transfer, the Transferor hereby certifies
that:

   [_]    A transfer of the Surrendered Notes is made to the Company or any
          subsidiaries; or

   [_]    The transfer of the Surrendered Notes complies with Rule 144A under
          the U.S. Securities Act of 1933, as amended (the "Securities Act"); or

   [_]    The transfer of the Surrendered Notes complies with Rule 501(a)(1),
          (2), (3) or (7) of Regulation D under the Securities Act; or

   [_]    The transfer of the Surrendered Notes is pursuant to an effective
          registration statement under the Securities Act, or

   [_]    The transfer of the Surrendered Notes is pursuant to another available
          exemption from the registration requirement of the Securities Act.

     and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Notes are not being transferred to an "affiliate"
of the Company as defined in Rule 144 under the Securities Act (an "Affiliate").

          [_]   The transferee is an Affiliate of the Company.



                                      B-1
<PAGE>



          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      ___________________________
                                      [Insert Name of Transferor]

                                      By:________________________
                                      Name:
                                      Title:



Dated: _______ __, _____





                                      B-2