<PAGE>

                                                                    Exhibit 4(j)

                   NEW YORK COMMUNITY BANCORP, INC., as Issuer

                                       and

                      WILMINGTON TRUST COMPANY, as Trustee

                          FIRST SUPPLEMENTAL INDENTURE

                                Dated as of (.), (.)

           (.)% Junior Subordinated Deferrable Interest Debentures due (.)

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                                TABLE OF CONTENTS
                                   (continued)

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ARTICLE I   DEFINITIONS...........................................................................2

   Section 1.1   Definition of Terms..............................................................2

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

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

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

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

   Section 2.4   Interest.........................................................................7

   Section 2.5   Optional Deferral of Interest....................................................8

   Section 2.6   Redemption.......................................................................9

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

   Section 2.8   Reserved........................................................................10

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI  SUBORDINATION........................................................................19

   Section 6.1   Debentures Subordinated to Senior Indebtedness..................................19

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

   Section 6.3   Obligation of the Company is Absolute and Unconditional.........................21

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

   Section 6.5   Payments on Debentures Permitted................................................22

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

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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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   Section 6.7   Knowledge of Trustee............................................................22

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

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

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

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

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

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

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

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

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

   Section 8.2   Remarketing.....................................................................24

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

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

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

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

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

   Section 9.5   Counterparts....................................................................31

   Exhibits

   Exhibit A     Form of Debenture..............................................................A-1
</TABLE>

                                                                              ii

<PAGE>

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

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

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

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

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

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

                                                                               1

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1 Definition of Terms.

Unless the context otherwise requires:

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

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

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

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

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

(f) the following terms have the following meanings:

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

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

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

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

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

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

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

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

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

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

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

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

                                                                               2

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                               3

<PAGE>

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

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

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

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

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

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

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

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

"Remarketing" means:

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

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

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

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

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

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

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

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

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

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

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

                                                                               4

<PAGE>

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

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

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

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

"Senior Indebtedness" does not include:

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

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

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

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

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

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

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

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

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

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

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

                                                                               5

<PAGE>

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

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

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

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

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

                                   ARTICLE II

                     TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1 Designation and Principal Amount.


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

Section 2.2 Maturity.

The Debentures shall mature on      (.)     (the "Stated Maturity") unless
reset in connection with a Remarketing to 180 days following the Remarketing
Date in accordance with Section 6.6 of the Declaration. As provided in Section
6.6 of the Declaration, no Remarketing can occur, and, thus, no reset of the
Stated Maturity can occur unless, among other things, there is a redemption of
the Warrants of those holders who have not elected to exercise their Warrants
prior to or on such date. Pursuant to Section 3.4(e) of the Warrant Agreement,
the Company may not redeem the Warrants without the prior approval of the
Federal Reserve.

Section 2.3 Global Debentures.

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

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

(b) If any Preferred Securities are held in definitive form, the Debentures in
definitive form may be presented to the Trustee by the Property Trustee, and any
Trust Securities which represent Preferred Securities other than Preferred
Securities held by the depositary for the Preferred Securities or its nominee

                                                                               6

<PAGE>

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

Section 2.4 Interest.

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

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

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

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

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

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

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

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

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

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

                                                                               7

<PAGE>

Section 2.5 Optional Deferral of Interest.

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

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

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

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

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

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

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

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

                                                                               8

<PAGE>

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

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

Section 2.6 Redemption.

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

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

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

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

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

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

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

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

Section 2.8 Reserved

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

(a) If at any time a Special Event occurs and certain conditions set forth in
Section 2.9(b) are satisfied, the Administrative Trustees may dissolve the Trust
and, after satisfaction of liabilities to

                                                                               9

<PAGE>

creditors of the Trust as provided by applicable law, cause the Debentures held
by the Property Trustee to be distributed to the holders of Trust Securities in
liquidation of such holders' interests in the Trust on a Pro Rata basis, upon
not less than 30 nor more than 60 days notice, within the 90 Day Period, and,
simultaneous with such distribution, to cause a Like Amount of the Securities to
be exchanged by the Trust on a Pro Rata basis.

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

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

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

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

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

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

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

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

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

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

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

                                                                              10

<PAGE>

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

Section 2.10 Events of Default.

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

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

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

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

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

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

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

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

(e) an Event of Default within the meaning of Section 6.01(d) or (e) of the Base
Indenture.

Section 2.11 Amendment; Supplement.

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

                                                                              11

<PAGE>

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

               (ii) add to the Events of Default under the Indenture;

               (iii) surrender any right or power herein conferred upon the
     Company;

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

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

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

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

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

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

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

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

               (v)  modify any of the above provisions;

provided, further, that if the Debentures are held by the Trust or the Property
Trustee of the Trust no such modification or amendment shall be effective until
the holders of at least a majority of the aggregate liquidation amount of the
Preferred Securities of the Trust shall have consented to such modification or
amendment; provided, further, that where the consent of the Holders of more than
a majority of the

                                                                              12

<PAGE>

aggregate principal amount of the Debentures is required pursuant to Section
9.02 of the Base Indenture, no such modification or amendment shall be effective
until the holders of at least the same proportion in aggregate liquidation
amount of the Preferred Securities of the Trust shall have consented to such
modification or amendment.

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

(d) Meetings and Voting.

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

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

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

                                                                              13

<PAGE>

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

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

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

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

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

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

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

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

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

Section 2.12 Defeasance

     The Company shall be deemed to have been discharged from its obligations
with respect to all of the outstanding Debentures on the date of the deposit
referred to in subparagraph (A) hereof, and the

                                                                              14

<PAGE>

provisions of this Indenture, as it relates to such outstanding Debentures,
shall no longer be in effect (and the Trustee, at the expense of the Company,
shall, upon the request of the Company, execute proper instruments supplied to
it by the Company acknowledging the same), except as to:

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

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

               provided that the following conditions shall have been satisfied:

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

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

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

                    (D)  the Company shall have delivered to the Trustee an
                         Officers' Certificate and an Opinion of Counsel to the
                         effect that (1) the Company has received from, or there
                         has been published by, the Internal Revenue Service a
                         ruling (which ruling shall be satisfactory to the
                         Trustee), or (2) since the date of execution of this
                         First Supplemental Indenture, there has been a change
                         in the applicable federal income tax law, in either
                         case to the effect that, and based thereon such Opinion
                         of Counsel shall confirm

                                                                              15

<PAGE>

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

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

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

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

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

Section 2.13 Paying Agent; Security Registrar.

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

                                   ARTICLE III

                                FORM OF DEBENTURE

Section 3.1 Form of Debenture.

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

                                   ARTICLE IV

                                    EXPENSES

Section 4.1 Payment of Expenses.

                                                                              16

<PAGE>

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

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

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

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

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

                                    ARTICLE V

                                    COVENANTS

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

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

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

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

          in each case, other than:

                                                                              17

<PAGE>

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

               (ii) payments under the Guarantee;

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

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

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

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

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

Section 5.2 Additional Covenants Relating to the Trust.

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

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

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

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

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

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

Section 5.3 Covenant in Event of Distribution of Debentures.

                                                                              18

<PAGE>

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

Section 5.4 Additional Covenant Relating to the Guarantee.

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

                                   ARTICLE VI

                                  SUBORDINATION

Section 6.1 Debentures Subordinated to Senior Indebtedness.

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

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

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

(c) In the event of and during the continuance of any default in payment of the
principal of or interest on any Senior Indebtedness, unless all such payments
due in respect of such Senior Indebtedness have been paid in full in cash or
other payments satisfactory to the holders of Senior Indebtedness, no payment
shall be made by the Company with respect to the principal of or interest on the
Debentures or to acquire any of the Debentures. The Company shall give prompt
written notice to the Trustee of any default under any Senior Indebtedness or
under any agreement pursuant to which Senior Indebtedness may have been issued.

                                                                              19

<PAGE>

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

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

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

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

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

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

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

                                                                              20

<PAGE>

Section 6.2 Subrogation.

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

Section 6.3 Obligation of the Company is Absolute and Unconditional.

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

Section 6.4 Maturity of or Default on Senior Indebtedness.

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

Section 6.5 Payments on Debentures Permitted.

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

Section 6.6 Effectuation of Subordination by Trustee.

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

                                                                              21

<PAGE>

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

Section 6.7 Knowledge of Trustee.

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

Section 6.8 Trustee's Relation to Senior Indebtedness.

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

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

With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not
be liable to any holder of Senior Indebtedness if it shall pay over or deliver
to Holders, the Company or any other Person moneys or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

Section 6.9 Rights of Holders of Senior Indebtedness Not Impaired.

No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the

                                                                              22

<PAGE>

Company or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder
may have or be otherwise charged with.

Section 6.10 Modification of Terms of Senior Indebtedness.

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

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

                                  ARTICLE VII

                    RIGHTS OF HOLDERS OF PREFERRED SECURITIES

Section 7.1 Preferred Security Holders' Rights.

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

Section 7.2 Direct Action.

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

Section 7.3 Payments Pursuant to Direct Actions.

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

                                  ARTICLE VIII

                                   REMARKETING

                                                                              23

<PAGE>

Section 8.1 Effectiveness of this Article.

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

Section 8.2 Remarketing.

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

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

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

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

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

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

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

                                                                              24

<PAGE>

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

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

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

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

                    (A)  the Warrant Requirements shall be satisfied; and

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

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

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

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

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

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

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

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

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

                                                                              25

<PAGE>

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

                    (A)  the Warrant Requirements shall be satisfied; and

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

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

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

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

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

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

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

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

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

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

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

(i) Upon the occurrence of a Remarketing Event, all of the Debentures (excluding
the Debentures as to which the Holders thereof have opted not to participate in
the Remarketing (but including Debentures

                                                                              26

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                                                              27

<PAGE>

Company and the Holders of the Debentures prior to the close of business on the
Business Day following the Failed Remarketing Date. In the event of a Failed
Remarketing:

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

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

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

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

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

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

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

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

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

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

                                                                              28

<PAGE>

delivered shall be determined by such Depositary participant, and delivery of
such aggregate principal amount of Debentures shall constitute good delivery.

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

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

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

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.1 Ratification of Indenture.

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

Section 9.2 Trustee Not Responsible for Recitals.

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

Section 9.3 Governing Law.

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

Section 9.4 Severability.

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

                                                                              29

<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.

                                                                              30

<PAGE>

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

                            NEW YORK COMMUNITY BANCORP, INC.


                            By:
                                ------------------------------------------------
                                   Name:
                                   Title:


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


                            By:
                                ------------------------------------------------
                                   Name:
                                   Title:

                                                                              31

<PAGE>

                                                                       EXHIBIT A

                               [FACE OF DEBENTURE]

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

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

                        NEW YORK COMMUNITY BANCORP, INC.

(.)% Junior Subordinated Deferrable Interest Debenture due (.)

Certificate No.:                                                $

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

                                                                             A-1

<PAGE>

the Indenture, the Debt Securities are issuable in series that may vary as to
amount, date of maturity, rate of interest and in other respects as provided in
the Indenture. This series of Debt Securities is limited in aggregate principal
amount to $(.).

The Company, for value received, hereby promises to pay to Cede & Co., Inc. or
its registered assigns, the principal sum (.) Dollars ($(.)) on (.), (.) (or
such earlier date as determined in connection with a Remarketing).

Interest Payment Dates: (.), (.), (.), and (.) commencing on (.), (.).

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

                                                                             A-2

<PAGE>

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

NEW YORK COMMUNITY BANCORP, INC.


By:
    -----------------------------
     Name:
     Title:

Trustee's Certificate of Authentication

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

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


By:
    ----------------------------------
             Authorized Officer

Dated:

---------------, (.)

                                                                             A-3

<PAGE>

                             [REVERSE OF DEBENTURE]

                        NEW YORK COMMUNITY BANCORP, INC.


(.)% Subordinated Junior Deferrable Interest Debentures due (.)

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

1.   Principal and Interest.

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

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

2.   Optional Deferral of Interest.

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

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

     During an Extension Period, the Company may not:

                                                                             A-4

<PAGE>

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

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

     in each case, other than:

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

               (ii) payments under the Guarantee;

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

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

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

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

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

3.   Method of Payment.

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

                                                                             A-5

<PAGE>

4.   Paying Agent and Security Registrar.

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

5.   Indenture.

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

6.   Redemption.

The Company shall have no right to redeem the Debentures.

7.   Sinking Fund.

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

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

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

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

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

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

In the event of a dissolution of the Trust and a distribution of the Debentures,
the Company shall have the same right, and shall be subject to same terms and
conditions, to cause a Remarketing of the Debentures

                                                                             A-6

<PAGE>

as the Company has and is subject to under Section 6.6 of the Declaration to
cause a Remarketing of the Preferred Securities.

10.  Remarketing.

In connection with a Remarketing of the Preferred Securities:

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

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

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

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

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

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

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

                                                                             A-7

<PAGE>

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

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

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

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

(A) the Warrant Requirements shall be satisfied; and

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

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

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

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

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

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

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

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

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

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

                                                                             A-8

<PAGE>

(A) the Warrant Requirements shall be satisfied; and

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

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

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

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

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

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

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

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

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

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

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

                                                                             A-9

<PAGE>

Any such notice shall be irrevocable and may not be conditioned upon the level
at which the Reset Rate is established in the Remarketing.

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

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

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

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

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

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

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

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

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

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

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

                                                                            A-10

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                                                            A-11

<PAGE>

the Remarketing Agent may modify the settlement procedures set forth herein in
order to facilitate the settlement process.

11.  Subordination.

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

12.  Defaults and Remedies.

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

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

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

          (c) default in the performance or breach of any covenant or agreement
of the Company contained in the Indenture or the Debentures (other than a
covenant included in the Indenture solely for the benefit of any series of Debt
Securities other than the Debentures) , and continuance of such breach or
default for a period of 90 days after receipt by the Company of a "Notice of
Default";

          (d) a court of competent jurisdiction enters:

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

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

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

          (e) the Company pursuant to or within the meaning of any Bankruptcy
Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of
an order for relief against it in an involuntary case or proceeding; (iii) files
a petition or answer or consent seeking reorganization or relief

                                                                            A-12

<PAGE>

or consents to such filing or to the appointment of or taking possession by a
Custodian of it or for all or substantially all of its property, and such
Custodian is not discharged within 60 days; (iv) makes a general assignment for
the benefit of its creditors; or (v) admits in writing its inability to pay its
debts generally as they become due;

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

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

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

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

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

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

          (i) an Event of Default within the meaning of Section 6.01(d) or (e)
          of the Base Indenture.

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

13.  Amendment and Supplement.

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

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

                                                                            A-13

<PAGE>

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

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

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

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

               (v)  modify any of the above provisions;

provided, further, that if the Debentures are held by the Trust or the Property
Trustee of the Trust, no such supplemental indenture shall be effective until
the Holders of at least a majority of the aggregate liquidation amount of the
Preferred Securities shall have consented to such supplemental indenture;
provided, further, that where the consent of the Holders of at least a majority
of the aggregate principal amount of the Debentures is required under the
Indenture, no such supplemental indenture shall be effective until the holders
of at least the same proportion in aggregate liquidation amount of the Preferred
Securities shall have consented to such supplemental indenture.

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

14.  Restrictive Covenants.

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

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

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

                                                                            A-14

<PAGE>

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

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

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

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

15.  Denomination; Transfer; Exchange.

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

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

16.  Persons Deemed Owners.

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

17.  Defeasance.

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

18.  No Recourse Against Others.

No recourse shall be had for the payment of the principal of or the interest on
this Debenture, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture, against any incorporator,
shareholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by

                                                                            A-15

<PAGE>

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.

19.  Authentication.

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

20.  Governing Law.

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

                                                                            A-16

<PAGE>

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBENTURE

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

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

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</TABLE>

                                                                            A-17