<PAGE>

                                                                    EXHIBIT 4.27

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                        COUNTRYWIDE FINANCIAL CORPORATION

                                    as Issuer

                                       and

                          COUNTRYWIDE HOME LOANS, INC.

                                  as Guarantor

             ------------------------------------------------------

                          FIRST SUPPLEMENTAL INDENTURE
                           Dated as of April 11, 2003

             ------------------------------------------------------

                              THE BANK OF NEW YORK

                                   as Trustee

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

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                                Table of Contents

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                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.1  Definition of Terms.......................................................           2

                                    ARTICLE 2
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1  Designation and Principal Amount..........................................           4
SECTION 2.2  Maturity..................................................................           4
SECTION 2.3  Form and Payment..........................................................           4
SECTION 2.4  Global Debenture..........................................................           4
SECTION 2.5  Interest..................................................................           6
SECTION 2.6  Denomination..............................................................           6

                                    ARTICLE 3
                          REDEMPTION OF THE DEBENTURES

SECTION 3.1  Optional Redemption.......................................................           7
SECTION 3.2  Redemption Procedures.....................................................           7
SECTION 3.3  No Sinking Fund...........................................................           7

                                    ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1 Extension of Interest Payment Period.......................................           7
SECTION 4.2 Notice of Extension.......................................................           8
SECTION 4.3 Limitation of Transactions................................................           8

                                    ARTICLE 5
                                    EXPENSES

SECTION 5.1  Payment of Expenses.......................................................           9
SECTION 5.2  Payment Upon Resignation or Removal.......................................          10
SECTION 5.3  Guarantee of Payment of Expenses..........................................          10

                                    ARTICLE 6
                          COVENANT TO LIST ON EXCHANGE

SECTION 6.1  Listing on an Exchange....................................................          10
</TABLE>

                                       i

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<TABLE>
<S>                                                                                             <C>
                                    ARTICLE 7
                                FORM OF DEBENTURE

SECTION 7.1  Form of Debenture.........................................................          11

                                    ARTICLE 8
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1  Original Issue of Debentures..............................................          11

                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.1  Ratification of Indenture.................................................          11
SECTION 9.2  Trustee Not Responsible for Recitals......................................          11
SECTION 9.3  Governing Law.............................................................          11
SECTION 9.4  Separability..............................................................          11
SECTION 9.5  Counterparts..............................................................          12
</TABLE>

                                       ii

<PAGE>

         FIRST SUPPLEMENTAL INDENTURE, dated as of April 11, 2003 (the "First
Supplemental Indenture"), among Countrywide Financial Corporation, a Delaware
corporation (hereinafter sometimes called the "Company"), Countrywide Home
Loans, Inc., a New York corporation (hereinafter sometimes called the
"Guarantor"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee") under the Indenture dated
as of April 11, 2003 among the Company, the Guarantor and the Trustee (the
"Indenture").

         WHEREAS, the Company and the Guarantor executed and delivered the
Indenture to the Trustee to provide for the future issuance of the Company's
unsecured junior subordinated debt securities guaranteed by the Guarantor, to be
issued from time to time in one or more series as might be determined by the
Company and the Guarantor under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

         WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of such securities to be known as
its 6.75% Junior Subordinated Deferrable Interest Debentures due 2033 (the
"Debentures"), and the Guarantor desires to provide for the issuance of a
Guarantee of such Debentures (the "Debenture Guarantee"), the form and substance
of such Debentures and Debenture Guarantee and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this First
Supplemental Indenture;

         WHEREAS, the Company, the Guarantor and Countrywide Trust IV, a
Delaware statutory trust (the "Trust"), propose to offer to the public
$500,000,000 aggregate liquidation amount of the Trust's 6.75% Trust Preferred
Securities (the "Preferred Securities"), representing preferred undivided
beneficial interests in the assets of the Trust, and proposes to invest the
proceeds from such offering, together with the proceeds of the issuance and sale
by the Trust to the Company of $15,463,925 aggregate liquidation amount of its
6.75% Common Securities (the "Common Securities"), in $515,463,925 aggregate
principal amount of the Debentures; and

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

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company and the Guarantor covenant
and agree with the Trustee as follows:

<PAGE>

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1 Definition of Terms.

         Unless the context otherwise requires:

         (a)      a term defined in the Indenture has the same meaning when used
in this First Supplemental Indenture;

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

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

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

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

         (f)      the following terms have the meanings given to them in the
Declaration: (i) Delaware Trustee; (ii) Distributions; (iii) Institutional
Trustee; (iv) Preferred Securities Guarantee; (v) Preferred Security
Certificate; (vi) Regular Trustee; and (vii) Underwriting Agreement;

         (g)      the following terms have the meanings given to them in this
Section 1.1(g):

         "Additional Interest" shall have the meaning set forth in Section
2.5(c).

         "Compound Interest" shall have the meaning set forth in Section 4.1.

         "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

         "Creditor" shall have the meaning set forth in Section 5.1.

         "Declaration" means the Amended and Restated Declaration of Trust of
Countrywide Capital IV, a Delaware statutory trust, dated as of April 11, 2003.

         "Deferred Interest" shall have the meaning set forth in Section 4.1.

         "Dissolution Event" means the dissolution of the Trust and distribution
of the Debentures held by the Institutional Trustee pro rata to the holders of
the Trust Securities in liquidation of such holders' interests in the Trust in
accordance with the Declaration, such event to occur at the option of the
Company and the Guarantor at any time upon the terms and conditions set forth in
the Declaration.

         "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

         "Global Debenture" shall have the meaning set forth in Section 2.4(a).

                                       2

<PAGE>

         "Holder" means any person in whose name at the time a Debenture is
registered on the Security Register.

         "Interest Payment Date" shall have the meaning set forth in Section
2.5(a).

         "Interest Period" means the period beginning on (and including) the
date of issue and ending on (but excluding) the first Interest Payment Date and
each successive period beginning on (and including) the Interest Payment Date
and ending on (but excluding) the next succeeding Interest Payment Date.

         "Investment Company Event" means that the Company shall have received
an opinion of counsel experienced in such matters, who may be an employee of the
Company or any of its Affiliates, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, courts, governmental
agency or regulatory authority on or after the date of original issuance of the
preferred securities by the Trust, the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended.

         "Non Book-Entry Preferred Securities" shall have the meaning set forth
in Section 2.4(a).

         "Prepayment Price" shall have the meaning set forth in Section 3.1.

         "Regulatory Capital Event" means that the Company determines, based on
an opinion of counsel experienced in such matters, who may be an employee of the
Company or any of its Affiliates, that, as a result of (a) any amendment to,
clarification of or change (including any announced prospective change) in,
applicable laws or regulations or official interpretations thereof or policies
with respect thereto or (b) any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, there is
more than an insubstantial risk that the Preferred Securities will no longer
constitute Tier 1 capital (or its equivalent) of the Company, or any bank
holding company of which the Company is a subsidiary, for purposes of the
capital adequacy guidelines or policies of the Federal Reserve or its successor
as Company's primary federal banking regulator;

         "Special Redemption Event" means a Tax Event, Investment Company Event
or a Regulatory Capital Event, as the case may be.

         "Tax Event" means that the Regular Trustees and the Institutional
Trustee shall have received an opinion of a nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of the original
issuance of the Debentures, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Debentures, (ii) interest payable by the Company on the Debentures is not,
or within 90 days of the date thereof will not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes,

                                       3

<PAGE>

or (iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to other taxes, duties or other governmental charges, provided that, in
the event the opinion relates to clause (iii) above, such taxes, duties or other
governmental charges shall, in the opinion of the Regular Trustees as set forth
in an Officer's Certificate to the Institutional Trustee be more than de
minimis.

                                   ARTICLE 2
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

         SECTION 2.1 Designation and Principal Amount.

         There is hereby authorized (a) a series of Securities designated as the
"6.75% Junior Subordinated Deferrable Interest Debentures due April 1, 2033", in
aggregate principal amount of $515,463,925 which amount shall be as set forth in
any written order of the Company for the authentication and delivery of
Debentures pursuant to Section 2.04 of the Indenture and (b) a Guarantee of such
Debentures.

         SECTION 2.2 Maturity.

         The Debentures shall mature on April 1, 2033.

         SECTION 2.3 Form and Payment.

         Except as provided in Section 2.4, the Debentures shall be issued in
fully registered certificated form without interest coupons. Principal and
interest on the Debentures issued in certificated form will be payable, the
transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the Trustee in New York, New York; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
Holder entitled thereto at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder,
entitled thereto. Notwithstanding the foregoing, so long as the Holder of any
Debentures is the Institutional Trustee, the payment of the principal of and
interest (including Compound Interest and Additional Interest, if any) on such
Debentures held by the Institutional Trustee will be made at such place and to
such account as may be designated by the Institutional Trustee.

         SECTION 2.4 Global Debenture.

         (a)      In connection with a Dissolution Event,

                  (i)      the Debentures in certificated form may be presented
         to the Trustee by the Institutional Trustee in exchange for a global
         Debenture in an aggregate principal amount equal to the aggregate
         principal amount of all outstanding Debentures (a "Global Debenture"),
         to be registered in the name of the Depositary, or its nominee, and
         delivered by the Trustee to the Depositary for crediting to the
         accounts of its participants pursuant to the instructions of the
         Regular Trustees. The Company upon any such presentation shall execute
         a Global Debenture in such aggregate principal amount and deliver the
         same to the Trustee for authentication and delivery in accordance with
         the Indenture and

                                       4

<PAGE>

         this First Supplemental Indenture. Payments on the Debentures issued as
         a Global Debenture will be made to the Depositary; and

                  (ii)     if any Preferred Securities are held in non
         book-entry certificated form ("Non Book-Entry Preferred Securities"),
         the Debentures in certificated form may be presented to the Trustee by
         the Institutional Trustee and any Preferred Security Certificate which
         represents Non Book-Entry Preferred Securities will be deemed to
         represent beneficial interests in Debentures presented to the Trustee
         by the Institutional Trustee having an aggregate principal amount equal
         to the aggregate liquidation amount of the Non Book-Entry Preferred
         Securities until such Preferred Security Certificates are presented to
         the Security registrar for transfer or reissuance, at which time such
         Non Book-Entry Preferred Security Certificates will be canceled and a
         Debenture, registered in the name of the holder of the Preferred
         Security Certificate or the transferee of the holder of such Preferred
         Security Certificate, as the case may be, with an aggregate principal
         amount equal to the aggregate liquidation amount of the Preferred
         Security Certificate canceled, will be executed by the Company and
         delivered to the Trustee for authentication and delivery in accordance
         with the Indenture and this First Supplemental Indenture. On issue of
         such Debentures, Debentures with an equivalent aggregate principal
         amount that were presented by the Institutional Trustee to the Trustee
         will be deemed to have been canceled.

         (b)      A Global Debenture may be transferred, in whole but not in
part, only by the Depositary to another nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary, or to a successor Depositary selected or approved by the Company or
to a nominee of such successor Depositary.

         (c)      Except as otherwise provided in or pursuant to this First
Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures
in definitive registered form only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days of the date the
Company is so informed in writing or becomes aware of such condition, (ii) the
Depository ceases to be registered as a "clearing agency" under the Securities
Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the
Indenture, has occurred and is continuing with respect to the Debentures, or
(iv) the Company, in its sole discretion determines that such Global Debenture
shall be exchangeable into definitive registered form. Upon the occurrence of
any of (i) through (iv) above, the Company shall execute, and, subject to
Article II of the Indenture, the Trustee, upon written notice from the Company,
shall authenticate and deliver the Debentures in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture in exchange for
such Global Debenture. In the event the Company determines that the Debentures
shall no longer be represented by a Global Debenture pursuant to clause (iv)
above, the Company shall execute, and, subject to Section 2.07 of the Indenture,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, shall authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. Upon the exchange of the Global
Debenture for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be

                                       5

<PAGE>

canceled by the Trustee. Such Debentures in definitive registered form issued in
exchange for the Global Debenture shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Depositary for delivery to the
Persons in whose names such Securities are so registered.

         SECTION 2.5 Interest.

         (a)      Each Debenture will bear interest at the rate of 6.75% per
annum (the "Coupon Rate") from April 11, 2003 until the principal thereof
becomes due and payable, and on any overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on any overdue
installment of interest at the Coupon Rate, compounded quarterly, payable
quarterly in arrears on January 1, April 1, July 1, and October 1 of each year
(each, an "Interest Payment Date"), commencing on July 1, 2003, to the Person in
whose name such Debenture or any predecessor Debenture is registered at the
close of business on the relevant record date, which will be, as long as the
Preferred Securities remain in book-entry form (or if no Preferred Securities
remain outstanding, as long as the Debentures remain in book entry form), one
Business Day prior to the relevant Interest Payment Date and, in the event the
Preferred Securities are not in book-entry form (or if no Preferred Securities
remain outstanding, in the event the Debentures are not in book entry form), the
December 15, March 15, June 15 and September 15 next preceding each Interest
Payment Date, except as otherwise provided pursuant to the provisions of Article
IV hereof.

         (b)      The amount of interest payable for any Interest Period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
Interest Period shorter than a full quarterly period for which interest is
computed, will be computed on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on the
Debentures is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date that such interest otherwise would have been
payable.

         (c)      If, at any time while the Institutional Trustee is the holder
of any Debentures, the Trust or the Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Company will pay as additional interest
("Additional Interest") on the Debentures, such additional amounts as shall be
required so that the net amounts received and retained by the Trust and by the
Institutional Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the
Institutional Trustee would have received had no such taxes, duties, assessments
or other governmental charges been imposed.

         SECTION 2.6 Denomination.

         The Debentures shall be issued in denominations of $25 and integral
multiples thereof.

                                       6

<PAGE>

                                   ARTICLE 3
                          REDEMPTION OF THE DEBENTURES

         SECTION 3.1 Optional Redemption.

         The Debentures are prepayable prior to the Stated Maturity at the
option of the Company (i) in whole or in part, from time to time, on or after
April 11, 2008 or (ii) at any time prior to April 11, 2008, in whole but not in
part, upon the occurrence and continuation of a Special Redemption Event, in
either case at a prepayment price (the "Prepayment Price") equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon (including
Additional Interest and Compound Interest, if any) to the date of prepayment.

         SECTION 3.2 Redemption Procedures.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Debentures to be
prepaid at its registered address. Unless the Company defaults in payment of the
prepayment price, on and after the redemption date interest shall cease to
accrue on such Debentures called for redemption. If the Debentures are only
partially redeemed pursuant to Section 3.1, the Debentures will be redeemed pro
rata or by lot or by any other method utilized by the Trustee; provided, that if
at the time of redemption the Debentures are registered as a Global Debenture,
the Depositary shall determine, in accordance with its procedures, the principal
amount of such Debentures held by each Depositary participant to be redeemed.
The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the
date of such prepayment or at such earlier time as the Company determines;
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Prepayment Price by 10:00 a.m., New York time, on the date such
prepayment price is to be paid.

         SECTION 3.3 No Sinking Fund.

         The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

         SECTION 4.1 Extension of Interest Payment Period.

         Provided that no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Debentures, to defer payments of interest by extending the interest
payment period of such Debentures for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Stated Maturity of the
principal of the Debentures. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.1, will bear interest thereon
at the Coupon Rate compounded quarterly for each quarter of the Extended
Interest Payment Period ("Compound Interest"). At the end of the Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Debentures, including any

                                       7

<PAGE>

Additional Interest and Compound Interest (together, "Deferred Interest") that
shall be payable to the Holders in whose names the Debentures are registered in
the Security Register on the record date for the first Interest Payment Date
after the end of the Extended Interest Payment Period. Before the termination of
any Extended Interest Payment Period, the Company may further extend such
period, provided that such period together with all such previous or further
extensions thereof shall not exceed 20 consecutive quarters, or extend beyond
the Stated Maturity of the Debentures. Upon the termination of any Extended
Interest Payment Period and upon the payment of all Deferred Interest then due,
the Company may commence a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Company may prepay
at any time all or any portion of the interest accrued during an Extended
Interest Payment Period.

         SECTION 4.2 Notice of Extension.

         (a)      If the Institutional Trustee is the only registered Holder at
the time the Company selects an Extended Interest Payment Period, the Company
shall give written notice to the Regular Trustees, the Institutional Trustee and
the Trustee of its selection of such Extended Interest Payment Period one
Business Day before the earlier of (i) the next succeeding date on which
Distributions on the Trust Securities issued by the Trust are payable, or (ii)
if the Debentures are then listed on the New York Stock Exchange or other
similar self-regulatory organization, the date the Company is required to give
notice of the record date, or the date such Distributions are payable to such
exchange or to holders of the Preferred Securities issued by the Trust.

         (b)      If the Institutional Trustee is not the only Holder at the
time the Company selects an Extended Interest Payment Period, the Company shall
give the Holders of the Debentures notice of its election of such Extended
Interest Payment Period at least ten Business Days before the earlier of (i) the
next succeeding Interest Payment Date, or (ii) if the Debentures are then listed
on the New York Stock Exchange or other similar self-regulatory organization,
the date the Company is required to give notice of the record date or the
Interest Payment Date to such exchange or to Holders of the Debentures.

         (c)      The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarters permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.

         SECTION 4.3 Limitation of Transactions.

         If the Company shall exercise its right to defer payment of interest as
provided in Section 4.1 and the Extended Interest Payment Period is continuing,
then (a) neither the Company nor the Guarantor shall declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its capital stock (other than (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company or the Guarantor, as the case may be, in connection with the
satisfaction by the Company or the Guarantor, as the case may be, of its
obligations under any employee benefit plans or any other contractual obligation
of the Company or the Guarantor, as the case may be,

                                       8

<PAGE>

(other than a contractual obligation ranking pari passu with or junior to the
Debentures or the Debenture Guarantee, in the respective cases of the Company or
the Guarantor), (2) as a result of a reclassification of the Company's or the
Guarantor's capital stock, as the case may be, or the exchange or conversion of
one class or series of the Company's or the Guarantor's capital stock, as the
case may be, for another class or series of the Company's or the Guarantor's
capital stock, as the case may be, or (3) the purchase of fractional interests
in shares of the Company's or the Guarantor's capital stock, as the case may be,
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged), (b) neither the Company nor the
Guarantor shall make any payment of interest, principal or premium on, or repay,
repurchase or redeem any debt securities issued by the Company or the Guarantor,
as the case may be, that rank pari passu with or junior to the Debentures or the
Debenture Guarantee, in the respective cases of the Company or the Guarantor and
(c) neither the Company nor the Guarantor shall make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee or the Debenture Guarantee).

                                    ARTICLE 5
                                    EXPENSES

         SECTION 5.1 Payment of Expenses.

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

         (a)      pay all costs and expenses relating to the offering, sale and
issuance of the Trust Securities, the Debentures and the Debenture Guarantee,
including commissions to the underwriter payable pursuant to the Underwriting
Agreement and compensation of the Trustee under the Indenture in accordance with
the provisions of Section 6.06 of the Indenture;

         (b)      be responsible for and shall pay all debts and obligations
(other than with respect to the Trust Securities) and all costs and expenses of
the Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the fees and expenses
(including reasonable counsel fees and expenses) of the Institutional Trustee,
the Delaware Trustee and the Regular Trustees (including any amounts payable
under Article X of the Declaration), the costs and expenses relating to the
operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
exchange rate agent(s), registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Trust assets
and the enforcement by the Institutional Trustee of the rights of the holders of
the Preferred Securities);

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

                                       9

<PAGE>

         (d)      pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

         The Company's obligations under this Section 5.1 shall be for the
benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Company's obligations under this Section 5.1 directly against the Company and
the Company irrevocably waives any right of remedy to require that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Company. The Company agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the provisions of
this Section 5.1.

         The provisions of this Section shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Supplemental
Indenture.

         SECTION 5.2 Payment Upon Resignation or Removal.

         Upon termination of this First Supplemental Indenture or the Indenture
or the removal or resignation of the Trustee, unless otherwise stated, the
Company shall pay to the Trustee all amounts accrued to the date of such
termination, removal or resignation that are payable pursuant to Section 6.06 of
the Indenture. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Institutional Trustee, as the case may be,
pursuant to Section 5.6 of the Declaration, the Company shall pay to the
Delaware Trustee or the Institutional Trustee, as the case may be, all amounts
accrued to the date of such termination, removal or resignation.

         SECTION 5.3 Guarantee of Payment of Expenses.

         The Guarantor hereby fully and unconditionally guarantees the due and
punctual payment of all amounts that become due and payable by the Company to
any Person pursuant to Section 5.1 or Section 5.2.

                                   ARTICLE 6
                          COVENANT TO LIST ON EXCHANGE

         SECTION 6.1 Listing on an Exchange.

         If the Debentures are distributed to the holders of the Securities
issued by the Trust, and the Preferred Securities are then so listed, the
Company will use its best efforts to list such Debentures on the New York Stock
Exchange, Inc. or on such other exchange as the Preferred Securities are then
listed.

                                       10

<PAGE>

                                   ARTICLE 7
                                FORM OF DEBENTURE

         SECTION 7.1 Form of Debenture.

         The Debentures, and the Trustee's Certificate of Authentication and the
Debenture Guarantee to be endorsed thereon, are to be substantially in the forms
attached hereto as Exhibit A.

                                   ARTICLE 8
                          ORIGINAL ISSUE OF DEBENTURES

         SECTION 8.1 Original Issue of Debentures.

         Debentures in the aggregate principal amount of $515,463,925, may, upon
execution of this First Supplemental Indenture or upon any written order of the
Company setting forth the amount therefor, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, any Managing
Director or any Vice President and its Treasurer or any Assistant Treasurer,
without any further action by the Company.

                                    ARTICLE 9
                                  MISCELLANEOUS

         SECTION 9.1 Ratification of Indenture.

         The Indenture, as supplemented by this First Supplemental Indenture, is
in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

         SECTION 9.2 Trustee Not Responsible for Recitals.

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

         SECTION 9.3 Governing Law.

         This First Supplemental Indenture and each Debenture shall be deemed to
be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State without
regard to conflicts of laws principles.

         SECTION 9.4 Separability.

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

                                       11

<PAGE>

         SECTION 9.5 Counterparts.

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

                                       12

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.

                                     COUNTRYWIDE FINANCIAL CORPORATION

                                     By_______________________________
                                     Name:
                                     Title:

                                     COUNTRYWIDE HOME LOANS, INC.

                                     By_______________________________
                                     Name:
                                     Title:

                                     THE BANK OF NEW YORK, as Trustee

                                     By_______________________________
                                     Name:
                                     Title:

<PAGE>

                                                                       Exhibit A

                           (FORM OF FACE OF DEBENTURE)

         IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - [This Debenture
is a Global Debenture within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a Depositary.
This Debenture is exchangeable for Debentures registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and except as otherwise provided in Section 2.11 of
the Indenture (as defined herein) this Debenture may be transferred, in whole
but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.

         Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

Certificate No. R-1

                        COUNTRYWIDE FINANCIAL CORPORATION
             6.75% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                                DUE APRIL 1, 2033

$515,463,925                                                [CUSIP# 222372 AF 1]

         COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to The Bank
of New York, as Institutional Trustee of Countrywide Capital IV under that
certain Amended and Restated Declaration of Trust dated as of April 11, 2003, or
registered assigns, the principal sum of Five Hundred Fifteen Million Four
Hundred Sixty Three Thousand Nine Hundred and Twenty Five Dollars ($515,463,925)
on April 1, 2033, (the "Stated Maturity"), and to pay interest on said principal
sum from April 11, 2003, or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
January 1, April 1, July 1 and October 1 of each year, commencing July 1, 2003,
at the rate of 6.75% per annum (the "Coupon Rate") until the principal hereof
shall have become due and payable, and on any overdue principal and premium, and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months and, except as provided in the following sentences, the amount of
interest payable for any period shorter than a full quarterly period for which
interest is computed, will be computed on the basis of the actual number of

                                      A-1

<PAGE>

days elapsed per calendar month (but not to exceed 30 days in any month). In the
event that any date on which interest is payable on this Debenture is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment otherwise would have been payable. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the relevant record
dates, which will be, as long as this Debenture remains in book-entry form, one
Business Day prior to the relevant Interest Payment Date and, in the event this
Debenture is not in book-entry form, the December 15, March 15, June 15 and
September 15 next preceding the relevant Interest Payment Date. Payments of
interest may be deferred by the Company pursuant to the provisions of Article IV
of the First Supplemental Indenture to the Indenture (as defined herein). Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such regular record
date and may be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Debentures not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of and the interest on this Debenture
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that if this Note is not a Global Debenture payment of interest may be
made at the option of the Company by check mailed to the registered Holder at
such address as shall appear in the Security Register. Notwithstanding the
foregoing, so long as the Holder of this Debenture is the Institutional Trustee,
the payment of the principal of (and premium, if any) and interest on this
Debenture will be made at such place and to such account as may be designated by
the Institutional Trustee.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness of the Company and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

                                      A-2

<PAGE>

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The Company agrees, and by acceptance of a beneficial ownership
interest in the Debentures, each beneficial owner of the Debentures will be
deemed to have agreed to treat the Debentures as indebtedness of the Company for
United States federal income tax purposes.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                                       A-3

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

                                     COUNTRYWIDE FINANCIAL CORPORATION

                                     By:____________________________________
                                     Name:
                                     Title:

                                     By:____________________________________
                                     Name:
                                     Title:

                                       A-4

<PAGE>

                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

Dated: April 11, 2003

         This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

By:_______________________________
         Authorized Officer

                                      A-5

<PAGE>

                               (FORM OF GUARANTEE)
                                    GUARANTEE

         FOR VALUE RECEIVED, Countrywide Home Loans, Inc., a Delaware
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
the holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, sinking fund payment, if any, premium, if
any, or interest on said Security, when and as the same shall become due and
payable, whether at the maturity, upon redemption or otherwise, according to the
terms thereof and of the Indenture referred to therein.

         The Guarantor agrees to determine, at least one Business Day prior to
the date upon which a payment of principal of, sinking fund payment, if any,
premium, if any, or interest on said Security is due and payable, whether the
Company has available the funds to make such payment as the same shall become
due and payable. In case of the failure of the Company punctually to pay any
such principal, sinking fund payment, if any, premium, if any, or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at maturity, upon redemption,
or otherwise, and as if such payment were made by the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.

         The Guarantor shall be subrogated to all rights of the holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Securities
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal of and premium,
if any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with said Indenture.

         Notwithstanding anything to the contrary contained herein, if following
any payment of principal or interest by the Company on the Securities to the
holders of the Securities it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.

                                      A-6

<PAGE>

         The obligations of the Guarantor under this Guarantee are, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Guarantor, and this
Guarantee is issued subject to the provisions of the Indenture with respect
thereto.

         Each holder of the Security upon which this Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder of the Security upon which this Guarantee is
endorsed, by his or her acceptance thereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each holder upon said provisions.

         This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the Certificate of Authentication on such
Security shall have been signed by the Trustee (or the Authentication Agent).

         This Guarantee shall be governed by the laws of the State of New York.

                                      A-7

<PAGE>

         IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused this
Guarantee to be signed in its corporate name by the signature (which may be
manual or facsimile) of two of its officers thereunto duly authorized.

COUNTRYWIDE HOME LOANS, INC.

By:______________________________    By:____________________________________
Name:                                Name:
Title:                               Title:

                                      A-8

<PAGE>

                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture (herein sometimes referred to in the aggregate as the
"Debentures") is one of a duly authorized series of Debt Securities of the
Company, specified in the Indenture, all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of April 11, 2003, duly
executed and delivered among the Company, the Guarantor and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of April 11, 2003 among the Company, the Guarantor and the
Trustee (the Indenture as so supplemented, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Debentures. By the terms of the Indenture, the Debentures are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Debentures is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.

         This Debenture is redeemable by the Company (i) in whole but not in
part at any time prior to April 11, 2008 upon the occurrence and continuation of
a Special Redemption Event (as defined in the Indenture) or (ii) in whole or in
part on or after April 11, 2008. Any redemption pursuant to this paragraph will
be made upon not less than 30 days nor more than 60 days notice, at a redemption
price equal to 100% of the principal amount plus any accrued but unpaid interest
thereon (including Additional Interest and Compound Interest, if any) to the
date of such redemption (the "Prepayment Price"). The Prepayment Price shall be
paid prior to 12:00 noon, New York time, on the date of such redemption or at
such earlier time as the Company determines. If the Debentures are only
partially redeemed by the Company pursuant to an Optional Redemption, the
Debentures will be redeemed pro rata or by lot or by any other method utilized
by the Trustee (in integral multiples of $25); provided that if, at the time of
redemption, the Debentures are registered as a Global Debenture, the Depositary
shall determine the principal amount of such Debentures held by each Debenture
holder to be redeemed in accordance with its procedures, provided that, in the
event of redemption of this Debenture in part only, a new Debenture or
Debentures of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the Holders of not less than 66 2/3% in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any series, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption

                                      A-9

<PAGE>

thereof or make the principal thereon or any interest or premium thereon payable
in any coin or currency other than that provided in this Debenture, or impair or
affect the right of any Holder of a Debenture to institute suit for payment
thereof or the right of repayment, if any, at the option of the Holder, without
the consent of the Holder of each Debenture so affected, or (ii) reduce the
aforesaid percentage of Debentures, the Holders of which are required to consent
to any such supplemental indenture, without the consent of the Holders of each
Debenture then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Debentures of any series at the time outstanding affected thereby, on behalf
of all of the Holders of the Debentures of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or premium, if
any, or interest on any of the Debentures of such series. Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange hereof or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligations of the Company and the
Guarantor, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

         Provided that no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of the Debentures and
from time to time to extend the interest payment period of such Debentures for
up to 20 consecutive quarters (an "Extended Interest Payment Period"), at the
end of which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Debentures to the
extent that payment of such interest is enforceable under applicable law);
provided that no Extended Interest Payment Period may last beyond the Stated
Maturity of the principal of the Debentures. Before the termination of any such
Extended Interest Payment Period, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters or last beyond the Stated Maturity of the Debentures. At
the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest, including any Additional Interest
and Compound Interest, the Company may commence a new Extended Interest Payment
Period.

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

                                      A-10

<PAGE>

but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent, any transfer agent and
any security registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than a security registrar) for the purpose of receiving payment of or on account
of the principal hereof and premium, if any, and interest due hereon and for all
other purposes, and none of the Company, the Trustee, any paying agent, any
transfer agent or any security registrar shall be affected by any notice to the
contrary.

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

         The Debentures of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Debenture shall be governed by the internal laws of the State of
New York, and for all purposes shall be construed in accordance with the laws of
said State without regard to conflicts of laws principles.

                                      A-11

<PAGE>

                              (FORM OF ASSIGNMENT)

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Debenture Certificate to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
agent to transfer this Debenture Certificate on the books of the Company. The
agent may substitute another to act for him or her.

Date:  ____________________

Signature: ______________________________
     (Sign exactly as your name appears on the other side of this Debenture
      Certificate)

                                      A-12