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                                                                     EXHIBIT 4.6

                        MIDLAND FINANCIAL HOLDINGS, INC.

                                    AS ISSUER

                                       AND

                        MUNICIPAL MORTGAGE & EQUITY, LLC

                                  AS GUARANTOR

                          FIRST SUPPLEMENTAL INDENTURE

                              DATED AS OF ___, 200_

                            WILMINGTON TRUST COMPANY

                                   AS TRUSTEE

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                                TABLE OF CONTENTS

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

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

ARTICLE II        GENERAL TERMS AND CONDITIONS OF THE DEBENTURES................    3

     Section 2.1    Designation and Principal Amount............................    3

     Section 2.2    Maturity....................................................    3

     Section 2.3    Form and Payment............................................    3

     Section 2.4    Global Debenture............................................    3

     Section 2.5    Interest....................................................    5

     Section 2.6    Denomination................................................    5

ARTICLE III       REDEMPTION OF THE DEBENTURES..................................    5

     Section 3.1    Optional Redemption.........................................    5

     Section 3.2    Redemption Procedures.......................................    6

     Section 3.3    No Sinking Fund.............................................    6

ARTICLE IV        EXTENSION OF INTEREST PAYMENT PERIOD..........................    6

     Section 4.1    Extension of Interest Payment Period........................    6

     Section 4.2    Notice of Extension.........................................    6

     Section 4.3    Limitation of Transactions..................................    7

ARTICLE V         EXPENSES......................................................    7

     Section 5.1    Payment of Expenses.........................................    7

     Section 5.2    Payment Upon Resignation or Removal.........................    8

     Section 5.3    Guarantee of Payment of Expenses............................    8

ARTICLE VI        COVENANT TO LIST ON EXCHANGE..................................    9

     Section 6.1    Listing on an Exchange......................................    9

ARTICLE VII       FORM OF DEBENTURE.............................................    9

     Section 7.1    Form of Debenture...........................................    9

ARTICLE VIII      ORIGINAL ISSUE OF DEBENTURES..................................    9

     Section 8.1    Original Issue of Debentures................................    9

ARTICLE IX        MISCELLANEOUS.................................................    9

     Section 9.1    Ratification of Indenture...................................    9

     Section 9.2    Trustee Not Responsible for Recitals........................    9

     Section 9.3    Governing Law...............................................    9

     Section 9.4    Separability................................................   10

     Section 9.5    Counterparts................................................   10
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         FIRST SUPPLEMENTAL INDENTURE, dated as of _____________, 200_ (the
"FIRST SUPPLEMENTAL INDENTURE"), among Midland Financial Holdings, Inc., a
Florida corporation (hereinafter sometimes called the "COMPANY"), Municipal
Mortgage & Equity, LLC, a Delaware limited liability company (hereinafter
sometimes called the "GUARANTOR"), and Wilmington Trust Company, a Delaware
banking corporation, as trustee (hereinafter sometimes called the "TRUSTEE")
under the Indenture dated as of _____________, 200_ 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 ___% Junior Subordinated Debentures due ___ (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 MFH Financial Trust ___, a
Delaware statutory business trust (the "TRUST"), propose to offer to the public
up to $___ aggregate liquidation amount of its ___% [___] 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 up to $___ aggregate liquidation amount of its ___% Common
Securities (the "COMMON SECURITIES"), in up to $___ aggregate principal amount
of the Debentures; and

         WHEREAS, the Company and the Guarantor have 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, 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:

                                    ARTICLE I
                                   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;

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         (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 Trust Agreement of MFH
Financial Trust ___, a Delaware statutory business trust, dated as of ___, 200_.

         "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 accordance with the Declaration, such event to occur at
the option of the Company and the Guarantor at any time.

         "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).

         "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).

         "INVESTMENT COMPANY EVENT" means that the Company shall have received
an opinion of independent legal counsel experienced in such matters 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.

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         "SPECIAL EVENT" means a Tax Event or Investment Company Event, as the
case may be.

         "TAX EVENT" means that the Regular Trustees 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, or (iii) the Trust is, or will be within 90 days of the
date of such opinion, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

                                   ARTICLE II
                 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
"___% Junior Subordinated Deferrable Interest Debentures due ___", in aggregate
principal amount of up to $___ 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 ___, 20___.

         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

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         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 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, the Debentures in certificated form may
         be presented to the Trustee by the Institutional Trustee and any
         Preferred Security Certificate which represents Preferred Securities
         other than Preferred Securities held by the Depositary or its nominee
         ("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
         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)      If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, 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 addition, the Company may at any time determine that
the Debentures shall no longer be represented by a Global Debenture. In such
event 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 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.

                                       4
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         Section 2.5       Interest.

         (a)      Each Debenture will bear interest at the rate of ___% per
annum (the "COUPON RATE") from ___, 200_ 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 ___ ,___ ,___ , and ___ of each year (each, an "INTEREST PAYMENT DATE"),
commencing on ___, 200_, 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 ___ ,___ , ___ , and ___
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 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 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 calendar month (but not to
exceed 30 days in any 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 held by the Institutional Trustee,
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 $1,000 and integral
multiples thereof.

                                   ARTICLE III
                          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
___, 200_ or (ii) at any time prior to ___, 200_, in whole but not in part, upon
the occurrence and continuation of a Special 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.

                                       5
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         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 IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

         Section 4.1       Extension of Interest Payment Period.

         So long as the Company shall not be in default in the payment of
interest on the Debentures, 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. 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 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 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

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Securities issued by the Trust are payable, or (ii) the date the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities issued by the Trust, but
in any event at least one Business Day before such record date.

         (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 and the Trustee written notice of its
selection of such Extended Interest Payment Period at least ten Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record date or the Interest
Payment Date to the New York Stock Exchange or other applicable self-regulatory
organization 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 (i) 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, or (ii) there shall have occurred any Event of Default, as defined
in the Indenture, or (iii) there shall have occurred any Event of Default, as
defined in the Preferred Securities Guarantee, 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 or make any guarantee payments with respect
thereto (other than (1) repurchases, redemptions or other acquisitions of shares
of capital stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee benefit plans or any other
contractual obligation of the Company (other than a contractual obligation
ranking pari passu with or junior to the Debentures), (2) as a result of a
reclassification of the Company's or the Guarantor's capital stock or the
exchange or conversion of one class or series of the Company's or the
Guarantor's capital stock for another class or series of the Company's or the
Guarantor's capital stock, (3) the purchase of fractional interests in shares of
the Company's or the Guarantor's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged or (4) dividends or distributions made on the capital stock of the
Company or the Guarantor or rights to acquire that capital stock with the
Company's or the Guarantor's capital stock or the rights to acquire that capital
stock), (b) the Company and the Guarantor shall not make any payment of
interest, principal or premium, if any, on, or repay, repurchase or redeem any
debt securities issued by the Company or the Guarantor that rank pari passu with
or junior to the Debentures and (c) the Company and the Guarantor shall not make
any guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee or the Guarantee).

                                    ARTICLE V
                                    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:

                                       7
<PAGE>

         (a)      pay all costs and expenses relating to the offering, sale and
issuance of the Debentures and 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 offering, sale and
issuance of the Trust Securities (including commissions to the underwriters in
connection therewith), 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

         (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.

                                       8
<PAGE>

                                   ARTICLE VI
                          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 or on such other exchange as the Preferred Securities are then listed.

                                   ARTICLE VII
                                FORM OF DEBENTURE

         Section 7.1       Form of Debenture.

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

                                  ARTICLE VIII
                          ORIGINAL ISSUE OF DEBENTURES

         Section 8.1       Original Issue of Debentures.

         Debentures in the aggregate principal amount of up to $___, 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 IX
                                  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.

                                       9
<PAGE>

         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.

         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.

                                       10
<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.

                                     MIDLAND FINANCIAL HOLDINGS, INC., as Issuer

                                     By:________________________________________
                                        Name:
                                        Title:

                                     MUNICIPAL MORTGAGE & EQUITY, LLC, as
                                     Guarantor

                                     By:________________________________________
                                        Name:
                                        Title:

                                     WILMINGTON TRUST COMPANY, as Trustee

                                     By:________________________________________
                                        Name:
                                        Title:

                                       11
<PAGE>

STATE OF FLORIDA           )
                                     ss.:
COUNTY OF [________]       )

On the ___ day of ___, 200_ before me personally came __________________, to me
known, who, being by me duly sworn, did depose and say that he resides at
________________________________; that he is ______________________ of Midland
Financial Holdings, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

                                     ___________________________________________
                                     Notary Public
                                     Commission expires:

                  Seal

                                      A-1
<PAGE>

STATE OF DELAWARE          )
                           )         ss.:
COUNTY OF [________]       )

On the __ day of ____, 200_ before me personally came ______________________, to
me known, who, being by me duly sworn, did depose and say that he resides at
________________________________; that he is _______________________________ of
Municipal Mortgage & Equity, LLC, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

                                     ___________________________________________
                                     Notary Public
                                     Commission expires:

                  Seal

                                      A-2
<PAGE>

STATE OF DELAWARE          )
                                     ss.:
COUNTY OF [________]       )

On the ___ day of _____, 200_ before me personally came ___________________, to
me known, who, being by me duly sworn, did depose and say that he resides at
________________________________; that he is _________________ of Wilmington
Trust Company, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.

                                     ___________________________________________
                                     Notary Public
                                     Commission expires:

                  Seal

                                      A-3
<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 no transfer of this Debenture
(other than a transfer of this Debenture as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary) may be registered except in limited
circumstances.

         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. _____

                        MIDLAND FINANCIAL HOLDINGS, INC.
                       ___% JUNIOR SUBORDINATED DEBENTURE
                                     DUE ___

$____________                                            CUSIP#__________

         MIDLAND FINANCIAL HOLDINGS, INC., a Florida corporation (the "COMPANY",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___, as
Institutional Trustee of MFH Financial Trust ___ under that certain Amended and
Restated Trust Agreement dated as of ___, 200_, or registered assigns, the
principal sum of [ ] ($__________) on ___, 20___, (the "STATED MATURITY"), and
to pay interest on said principal sum from ___, 200_, 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 ___, ___, ___ and ___ of each year commencing
___, 20___, at the rate of ___% 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 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

                                      A-1
<PAGE>

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 ___, ___, ___ and ___ next preceding each 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 premium, if any) 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 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 (as defined in the Indenture) 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.

         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 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-2
<PAGE>

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

                                     MIDLAND FINANCIAL HOLDINGS, INC.

                                     By:________________________________________
                                        Name:
                                        Title:

Attest:

By: ___________________________
    Name:
    Title:

                                      A-3
<PAGE>

                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

Dated: [     ]

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

WILMINGTON TRUST COMPANY,
as Trustee

By: ____________________________
        Authorized Officer

                                      A-4
<PAGE>

                               (FORM OF GUARANTEE)
                                    GUARANTEE

         FOR VALUE RECEIVED, Municipal Mortgage & Equity, LLC, a Delaware
limited liability company (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.

         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, 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

                                      A-5
<PAGE>

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.

         IN WITNESS WHEREOF, Municipal Mortgage & Equity, LLC has caused this
Guarantee to be signed in its corporate name by the facsimile signature of two
of its officers thereunto duly authorized and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted or otherwise reproduced
hereon.

MUNICIPAL MORTGAGE & EQUITY, LLC

[Seal]

By:__________________________________     By:___________________________________
   Name:                                     Name:
   Title:                                    Title:


                                      A-6
<PAGE>

                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "DEBENTURES"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of ___, 200_, duly executed and delivered among the
Company, the Guarantor and Wilmington Trust Company, as trustee (the "TRUSTEE"),
as supplemented by the First Supplemental Indenture dated as of ___, 200_ 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 ___, 20___ upon the occurrence and continuation of a
Special Event (as defined in the Indenture) or (ii) in whole or in part on or
after ___, 20___. 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 $1,000); 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.

         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 a majority 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 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.

                                      A-7
<PAGE>

         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.

         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 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, 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

                                      A-8
<PAGE>

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 $1,000 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.

                                      A-9
<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-10