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                                                                    Exhibit 4(j)

                        NEW YORK COMMUNITY BANCORP, INC.

                                       To

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                          FIRST SUPPLEMENTAL INDENTURE

                               Dated as of  , 2002

            % Junior Subordinated Deferrable Interest Debentures due




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                                Table of Contents

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ARTICLE I  DEFINITIONS............................................................................................2
Section 1.1  Definition of Terms..................................................................................2

ARTICLE II TERMS AND CONDITIONS OF THE DEBENTURE..................................................................7
Section 2.1  Designation and Principal Amount.....................................................................7
Section 2.2  Maturity.............................................................................................7
Section 2.3  Global Debentures....................................................................................7
Section 2.4  Interest.............................................................................................8
Section 2.5  Optional Deferral of Interest........................................................................9
Section 2.6  Redemption..........................................................................................10
Section 2.7  Limited Right to Require Exchange of Preferred Securities and Repurchase
                  of Debentures..................................................................................10
Section 2.8  Change of Control Right to Require Exchange of Preferred Securities and
                  Repurchase of Debentures.......................................................................11
Section 2.9  Distribution of Debentures in Exchange for Trust Securities Upon the
                  Occurrence of a Special Event..................................................................12
Section 2.10 Events of Default...................................................................................13
Section 2.11 Amendment; Supplement; Waiver.......................................................................14
Section 2.12 Defeasance..........................................................................................18
Section 2.13 Paying Agent; Security Registrar....................................................................20

ARTICLE III   FORM OF DEBENTURE..................................................................................20
Section 3.1  Form of Debenture...................................................................................20

ARTICLE IV EXPENSES..............................................................................................20
Section 4.1  Payment of Expenses.................................................................................20

ARTICLE V  COVENANTS.............................................................................................21
Section 5.1  Covenants in the Event of an Event of Default or of a Deferral of Interest..........................21
Section 5.2  Additional Covenants Relating to the Trust..........................................................22
Section 5.3  Covenant in Event of Distribution of Debentures.....................................................23
Section 5.4  Additional Covenant Relating to the Guarantee.......................................................23

ARTICLE VI SUBORDINATION.........................................................................................23
Section 6.1  Debentures Subordinated to Senior Indebtedness......................................................23
Section 6.2  Subrogation.........................................................................................25
Section 6.3  Obligation of the Company is Absolute and Unconditional.............................................25
Section 6.4  Maturity of or Default on Senior Indebtedness.......................................................26
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Section 6.5  Payments on Debentures Permitted....................................................................26
Section 6.6  Effectuation of Subordination by Trustee............................................................26
Section 6.7  Knowledge of Trustee................................................................................26
Section 6.8  Trustee's Relation to Senior Indebtedness...........................................................27
Section 6.9  Rights of Holders of Senior Indebtedness Not Impaired...............................................27
Section 6.10 Modification of Terms of Senior Indebtedness........................................................28

ARTICLE VII   RIGHTS OF HOLDERS OF PREFERRED SECURITIES..........................................................28
Section 7.1  Preferred Security Holders' Rights..................................................................28
Section 7.2  Direct Action.......................................................................................28
Section 7.3  Payments Pursuant to Direct Actions.................................................................28

ARTICLE VIII  REMARKETING........................................................................................29
Section 8.1  Effectiveness of this Article.......................................................................29
Section 8.2  Remarketing.........................................................................................29

ARTICLE IX   MISCELLANEOUS.......................................................................................36
Section 9.1 Ratification of Indenture............................................................................36
Section 9.2 Article 19 of the Base Indenture.....................................................................36
Section 9.3 Trustee Not Responsible for Recitals.................................................................36
Section 9.4 Governing Law........................................................................................36
Section 9.5 Severability.........................................................................................36
Section 9.6 Counterparts.........................................................................................36

EXHIBIT A    FORM OF DEBENTURE..................................................................................A-1
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         FIRST SUPPLEMENTAL INDENTURE, dated as of  , 2002 (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, Wilmington, Delaware 19890, under the
Indenture, dated as of  , 2002, 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 unsecured
subordinated debentures, notes or other evidences of indebtedness (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 business
trust (the "Trust"), has offered to the public $  (or $  if the Initial
Purchaser's option to purchase an additional $  of Units is exercised in full)
in aggregate stated liquidation amount of its  % Preferred Securities (the
"Preferred Securities") and, in connection therewith, the Company has agreed to
purchase $  (or $  if the Initial Purchaser's option to purchase Units is
exercised in full) 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 $  (or $  if the Initial Purchaser's option to purchase an
additional $  of Units is exercised in full) 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

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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:

                                    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.

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

             "Change of Control" has the meaning set forth in the Declaration.

             "Change of Control Repurchase Date" has the meaning set forth in
         the Declaration.

             "Change of Control Repurchase Price" has the meaning set forth in
         the Declaration.

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

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         Declaration.

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

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

                  "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.

                  "Debenture Issuer" has the meaning set forth in the
         Declaration.

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

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

                  "Declaration" means the Amended and Restated Declaration of
         Trust of the Trust, dated as of  , 2002, among the Debenture Issuer, in
         its capacity as Sponsor, the initial Administrative Trustees,
         Wilmington Trust Company, as Property Trustee, and Wilmington Trust
         Company (Delaware), as Delaware Trustee, as amended and restated from
         time to time.

                  "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.

                  "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.

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

                  "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.

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

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

                  "Initial Purchaser" 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.

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

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

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

                  "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.


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

                  "Quotation Agent" means (i)   and its respective successors,
                  provided that if   ceases to be a Primary Treasury Dealer, the
                  Company will substitute another Primary Treasury Dealer
                  therefor, or (ii) any other Primary Treasury Dealer selected
                  by the Company.

                  "Remarketing" means:

                           (i)  as long as the Trust has not been liquidated,
                  the operation of the procedures for remarketing specified in
                  Section 6.6 of the Declaration; and

                           (ii) if the Trust has been liquidated, 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.

                  "Required Repurchase Date" 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,
         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 and all fees, costs, expenses and other amounts accrued
         or due on or in connection with:

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                           (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 other instruments for the payment of
                  money, or 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),

         unless in the case of any particular indebtedness the instrument
         creating or evidencing the same or the assumption or guarantee thereof
         expressly provides 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.

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

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

                  "Trading Remarketing Event" has the meaning set forth in the
         Declaration.

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

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

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

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

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

                  "Warrant" 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 $  (or $  if the Initial Purchaser's option to
purchase an additional $  of the Units is exercised in full).

Section 2.2  Maturity.

         The Stated Maturity shall be  ,  , unless reset in connection with a
Remarketing to 60 days following the Remarketing Date.

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 Debentures will be the The
Depositary Trust Company. The Global Debentures will be registered in the name
of the Depositary or its nominee, Cede & Co., and delivered by the Trustee to
the Depositary or a custodian appointed by the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the Administrative
Trustees. Payments on the Debentures issued as a Global Debenture will be made
to the Depositary or its nominee.

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         (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 Preferred Securities Certificate which represents Preferred
Securities other than Preferred Securities held by the depositary for the
Preferred Securities or its nominee ("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 Certificate or the transferee of the
holder of such Preferred Securities Certificate, as the case may be, with an
aggregate principal amount equal to the aggregate stated liquidation amount of
the Preferred Securities Certificate 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  ,
2002 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 February 1, May
1, August 1 and November 1 of each year (each, an "Interest Payment Date"),
commencing on  , 2002.

         (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;

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             (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.

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 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 the 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 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 three Business Days prior to the earlier of:

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                   (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 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.

         (a) 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 Required Repurchase Date
Debentures having an Accreted Value on the date of exchange of Preferred
Securities for Debentures equal to the Accreted Value of the exchanged Preferred
Securities on such exchange date.

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         (b) No less than three Business Days prior to the applicable Required
Repurchase 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 an Accreted Value
         equal to the Accreted Value 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 such Holder definitive Debentures having an
         Accreted Value equal to the Accreted Value of the Preferred Securities
         of such Holder which, pursuant to the Declaration, were presented by
         such Holder to the Property Trustee for cancellation.

         (c) On the applicable Required Repurchase Date, the Debenture Issuer
shall repurchase the Debentures which were the subject of an exchange notice
received by the Debenture Issuer by paying the Repurchase Price directly to the
selling Holder.

Section 2.8 Change of Control Right to Require Exchange of Preferred Securities
and Repurchase of Debentures.

         (a) Pursuant to Section 6.8 of the Declaration, in the event a Change
of Control occurs and the holder of a Unit or the holder of a Trust Security, as
the case may be, elects to exercise its Change of Control Repurchase Right, the
Company shall be required to repurchase at the Change of Control Repurchase
Price on the Change of Control Repurchase Date Debentures having an Accreted
Value on the date of exchange equal to the Accreted Value of the exchanged
Preferred Securities on such exchange date.

         (b) No less than three Business Days prior to the Change of Control
Repurchase Date:

             (i)  if the Preferred Securities to be exchanged are represented by
         a Global Preferred Security, the Trustee shall, in accordance with the
         instruction of the Property Trustee provided for in the Declaration,
         transfer to the Exchange Agent Debentures having an Accreted Value
         equal to the Accreted Value 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


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     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 such holder definitive Debentures having an Accreted Value equal
     to the Accreted Value of the Preferred Securities of such holder which,
     pursuant to the Declaration, were presented by such holder to the Property
     Trustee for cancellation.

     (c)    On the Change of Control Repurchase Date, the Debenture Issuer shall
repurchase the Debentures which were the subject of an exchange notice received
by the Debenture Issuer by paying the Change of Control Repurchase Price
directly to the selling holder.

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 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
     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

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                     (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.

     (e)    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 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 addition to the Events of Default set forth in Section 501 of the Base
Indenture, it shall be an Event of Default with respect to the Debentures if the
following occurs and shall be continuing:

                                       13

<PAGE>

     (a)    the Company defaults in the payment of the principal of any of the
Debentures when it becomes due and payable at Stated Maturity, upon exercise of
a Repurchase Right, upon exercise of a Change of Control Repurchase Right or
otherwise, 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, 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 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.

Section 2.11 Amendment; Supplement; Waiver.

     (a)    Amendment Without Consent of Holders.

     Section 901 of the Base Indenture shall be superseded by this Section
2.11(a).

     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:

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

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

                                       14

<PAGE>

            (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 8 of the Base Indenture;

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

            (vi)     cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein or which
     is otherwise defective, or to 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 pursuant
     to this clause (vi) does not adversely affect the interests of the Holders
     in any material respect.

     (b)    Amendment With Consent of Holders.

     Section 902 of the Base Indenture shall be supplemented and amended by this
Section 2.11(b).

     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 amend the Indenture and the
Debentures; provided, however, 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 the time
     of payment of any installment of interest on, any Debenture;

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

            (iii)    change the place of payment where the Debentures or any
     interest thereon is payable;

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

                                       15

<PAGE>

            (v)      reduce the above-stated percentage of 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;

            (vi)     change any obligation of the Company to maintain an office
                     or agency in the place and for the purpose required by the
                     Indenture, or

            (vii)    modify any of the above provisions;

and provided, further, that no such modification or amendment shall be effective
until the holders of not less than 66 2/3% of the aggregate stated liquidation
amount of the Trust Securities shall have consented to such modification or
amendment; and provided, further, that where the consent of the Holders of not
less than 66 2/3% of the aggregate principal amount of the Debentures is
required pursuant to Section 902 of the Base Indenture, no such modification or
amendment shall be effective until the holders of at least the same proportion
in aggregate stated liquidation amount of the Trust Securities shall have
consented to such modification or amendment.

     (c)    Waiver of Past Defaults.

     Section 513 of the Base Indenture shall be supplemented by this Section
2.11(c).

     The Holders of not less than 66 2/3% of aggregate principal amount of the
Debentures then Outstanding may waive any past default with respect to the
Debentures, except for (i) a default in the payment of principal of 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, provided, however, that 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; and
provided, further, that where a consent 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.

     Sections 1602 and 1604 of the Base Indenture shall be superseded by this
Section 2.11(d).

            (i)      The Trustee may at any time call a meeting of Holders of
     to be held at such time and at such place in The City of New York. Notice
     of every meeting of Holders of Debentures, setting forth the time and the
     place of such meeting and in general terms the action proposed to be taken
     at such

                                       16

<PAGE>

     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 principal amount of the Outstanding Debentures shall
have requested the Trustee to call a meeting of the Holders of Debentures for
any purpose specified in Section 1601 of the Base Indenture, 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 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.

     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.

     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

                                       17

<PAGE>

                            (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.

     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.

     Section 1701 of the Base Indenture shall be superseded by this Section
2.12.

     The Company shall be deemed to have been discharged from their obligations
with respect to all of the outstanding Debentures on the date of the deposit
referred to in subparagraph (1) hereof, and the 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 (1) 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:

            (1)      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

                                       18

<PAGE>

     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;

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

            (3)      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;

            (4)      the Company shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel to the effect that (A) 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 (B) 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 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;

            (5)      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;

            (6)      such deposit shall not result in the trust arising from
     such deposit constituting an "investment company" (as defined in the
     Investment Company

                                       19

<PAGE>

     Act of 1940, as amended (the "Investment Company Act")), or such trust
     shall be qualified under such Act or exempt from regulation thereunder; and

            (7)      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 12.12 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., 60 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.

     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 of the Trustee (in
any of its capacities) under the Indenture in accordance with the provisions of
Section 607 of the Indenture; and

                                       20

<PAGE>

     (b)    pay for all costs and expenses of the Trust, including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including compensation to
the Initial Purchaser 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 dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of its
capital stock; or

     (b)    make any payment of principal or interest 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 guarantee 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;

                                       21

<PAGE>

in each case, other than:

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

            (ii)     payments under the Guarantee;

            (iii)    any declarations of a dividend in connection with the
     implementation of a shareholders' rights plan, or the issuances of stock
     under any such plan in the future, or redemptions or repurchases of any
     rights pursuant to a rights agreement;

            (iv)     purchases or acquisitions of capital stock of the Company
     in connection with the satisfaction by the Company of its obligations under
     any employee benefit plans; and

            (v)      repurchases of capital stock of the Company in connection
     with the satisfaction by the Company of its obligations pursuant to any
     acquisitions of businesses made by the Company (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 Preferred Securities remain outstanding, the Company
will:

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

     (b)    cause the Trust to (a) remain a statutory business 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; and

     (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.

                                       22

<PAGE>

Section 5.3 Covenant in Event of Distribution of Debentures.

     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 Section 6.10 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

Article 18 of the Base Indenture shall be superseded by this Article VI.

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 set forth and as set forth in this Section 6.1,
in right of payment to the prior payment in full of all Senior Indebtedness.

     (a)    In the event of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment 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 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

                                       23

<PAGE>

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.

     (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 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 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

                                       24

<PAGE>

     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.

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

                                       25

<PAGE>

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.

     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 provision 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 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

                                       26

<PAGE>

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 607
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 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.

                                       27

<PAGE>

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.

         Notwithstanding Section 507 of the Base Indenture, 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 principal of and interest on
the Debentures on the date such principal or interest is otherwise payable, a
holder of Preferred Securities may institute a proceeding directly against the
Company (a "Direct Action") to enforce payment to such holder of the principal
of 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.

                                       28

<PAGE>

                                  ARTICLE VIII
                                   REMARKETING

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 a Trading 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 60 days following the Remarketing Date;

             (ii)    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 Trust 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, 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.

                                       29

<PAGE>

         (c) The proceeds from the Remarketing of the Debentures shall be paid
to the selling holders, provided that, upon a Trading Remarketing Event (as 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.

         (d) Upon the occurrence of a Trading Remarketing Event, the Company may
elect to cause a Remarketing of the Debentures and select a Remarketing Date,
provided that the following conditions precedent are satisfied:

             (i)     as of the date of which the Company elects to cause a
         Remarketing of the Debentures, the Closing Price of a share of the
         Common Stock exceeds and has exceeded for at least 20 Trading Days
         within the immediately preceding 30 consecutive Trading Days, $   per
         share;

             (ii)    as of the date of 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;

             (iii)   as of the date of which the Company elects to cause a
         Remarketing of the Debentures and on the Remarketing Date, a
         registration statement covering the issuance and sale of Common Stock
         to the holders of Warrants upon exercise of such Warrants shall be
         effective under the Securities Act, or the issuance and sale of Common
         Stock to the holders of Warrants upon exercise of such Warrants shall
         be exempt from the registration requirements of the Securities Act; and

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

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

                     (A) the Warrant Requirements shall be satisfied; and

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

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

                                       30

<PAGE>

                     (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 May 1,  , provided that all applicable
requirements and conditions precedents (including the timely occurrence of a
Trading Remarketing Event) are satisfied.

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

             (i)     as of the date of 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 of which the Company elects to cause a
         Remarketing of the Debentures and on the Remarketing Date, a
         registration statement covering the issuance and sale of Common Stock
         to the holders of Warrants upon exercise of such Warrants shall be
         effective under the Securities Act, or the issuance and sale of Common
         Stock to the holders of Warrants upon exercise of such Warrants shall
         be exempt from the registration requirements of the Securities Act; 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 that the following conditions precedent are satisfied on the
Remarketing Settlement Date:

                     (A) the Warrant Requirements shall be satisfied; and

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

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

                                       31

<PAGE>

                     (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 May 1,  , provided 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 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 the Debentures (whether or not held pursuant to the
Unit Agreement) prior to the close of business on the following Business Day. 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 the Reset Rate;
         and

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

         (g) Upon the occurrence of a Trading Remarketing Event or a Legal Cause
Remarketing Event and the election by the Company to cause a Remarketing of the
Debentures, 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, not later than four nor more than 20 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.

         (h) 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

                                       32

<PAGE>

Debentures that are held pursuant to the Unit Agreement shall give such notice
to the Unit Agent. Holders of Debentures that are not held pursuant to the Unit
Agreement and holders of Debentures that are held pursuant to the Unit
Agreement, in each case, 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.

         (i) 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.

         (j) On the Remarketing Date, the Remarketing Agent shall use
commercially reasonable efforts to remarket the Debentures deemed tendered for
purchase at a price equal to:

             (i)   in connection with a Remarketing upon a Trading Remarketing
         Event or a Legal Cause Remarketing Event, 100% of the aggregate
         Accreted Value as of the end of the day on the day next preceding the
         Remarketing Date, and

             (ii)  on the Maturity Remarketing Date, 100% of the principal
         amount.

         (k) If, as a result of the efforts described in 8.2(j), 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(j) 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.

         (l) 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

                                       33

<PAGE>

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.

         (m) 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, the Administrative Trustees
on behalf of the Trust and the Company. The Administrative Trustees shall then
give notice of the Failed Remarketing to 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 Remarketing Date shall become due on the
         date which is 60 days following the Failed Remarketing Date;

             (ii)  the rate of interest per annum on the Accreted Value of the
         Debentures shall become the Reset Rate; 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.

         (n) By approximately 4:30 p.m. (New York City time) on the Remarketing
Date, provided that 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

                                       34

<PAGE>

             (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.

         (o) 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.

         (p) 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.

         (q) 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.

         (r) Under the Remarketing Agreement, the Company, in its capacity as
Debenture Issuer, 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.

         (s) 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.

                                       35

<PAGE>

                                   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 Article 19 of the Base Indenture.

         Article 19 of the Base Indenture does not apply to the Debentures.

Section 9.3  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 9.4  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 9.5  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.

Section 9.6  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.

                                       36

<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: /s/
      ----------------------
      Name:
      Title:

  WILMINGTON TRUST COMPANY,
  as Trustee

  By: /s/
      ----------------------
      Name:
      Title:


                                       37

<PAGE>

                                    EXHIBIT A

                               [FORM OF DEBENTURE]

                               [FACE OF DEBENTURE]

                                       38

<PAGE>

This Debenture is a Global Debenture within the meaning of the Indenture
hereinafter referred to and is registered in the name of Wilmington Trust
Company as Property Trustee, a Delaware banking corporation (the "Depositary"),
or a nominee of the Depositary. This Debenture is exchangeable for Debentures
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary) may be registered except in
limited circumstances. Unless this Debenture is presented by an authorized
representative of the Depositary to New York Community Bancorp, Inc. or its
agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name requested by an authorized representative of
the Depositary, and any payment hereon is made to Wilmington Trust Company, as
Property Trustee, or to such other entity as is requested by an authorized
representative of the Depositary), and, except as otherwise provided in the
Indenture, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, Wilmington Trust
Company, as Property Trustee, has an interest herein.

                        NEW YORK COMMUNITY BANCORP, INC.

          % Junior Subordinated Deferrable Interest Debenture due   , 20.

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  , 2002, 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  , 2002, 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 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 $     (or $     if the Initial Purchaser's option to purchase an
additional $     of Units is exercised in full).

                                       39

<PAGE>

         The Company, for value received, hereby promises to pay to Wilmington
Trust Company as Property Trustee, or its registered assigns, the principal sum
  of U.S. Dollars ($  ) on July 1,    (or such earlier date as determined in
connection with a Remarketing).

         Interest Payment Dates: February 1, May 1, August 1 and November 1,
commencing on August 1, 2002.

         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.

                                       40

<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:


  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:

  , 2002

                                       41

<PAGE>

                             [REVERSE OF DEBENTURE]

                        NEW YORK COMMUNITY BANCORP, INC.

           % Subordinated Junior Deferrable Interest Debentures due 20

         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   , 2002, 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 February 1, May 1, August 1 and November 1 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 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 that such Extension Period, together with

                                       42

<PAGE>

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)  declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of its
capital stock; or

         (b)  make any payment of principal of or interest 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 guarantee 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 Company;

              (ii)   payments under the Guarantee;

              (iii)  any declarations of a dividend in connection with the
         implementation of a shareholders' rights plan, or the issuances of
         stock under any such plan in the future, or redemptions or repurchases
         of any rights pursuant to a rights agreement;

              (iv)   purchases or acquisitions of capital stock of the
         Company in connection with the satisfaction by the Company of its
         obligations under any employee benefit plans; and

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

                                       43

<PAGE>

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.

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     ,
2002 (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  , 2002 (the "First Supplemental Indenture",
together with the Base Indenture, the "Indenture"), between the Company and the
Trustee.

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 on the
applicable Required Repurchase Date to repurchase at the

Repurchase Price Debentures which, pursuant to the Declaration, have been
received in exchange for Preferred Securities.

                                       44

<PAGE>

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

         Pursuant to Section 6.8 of the Declaration, in the event a Change of
Control occurs and the holder of a Unit or the holder of a Preferred Security,
as the case may be, elects to exercise its Change of Control Repurchase Right,
the Company shall be required on the Change of Control Repurchase Date to
repurchase at the Change of Control Repurchase Price Debentures which, pursuant
to the Declaration, have been received in exchange for Preferred Securities.

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

11. Remarketing.

         Except as set forth herein, these 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,
these remarketing provisions shall have no effect.

         In connection with a Remarketing of the Preferred Securities:

              (i)    in connection with a Remarketing of the Preferred
         Securities upon a Trading 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 60 days following the Remarketing Date;

                                       45

<PAGE>

              (ii)   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 Trust 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, 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.

         The proceeds from the Remarketing of the Debentures shall be paid to
the selling Holders, provided that, upon a Trading 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.

         Upon the occurrence of a Trading Remarketing Event, the Company may
elect to cause a Remarketing of the Debentures and select a Remarketing Date,
provided that the following conditions precedent are satisfied:

              (i)    as of the date of which the Company elects to cause a
         Remarketing of the Debentures, the Closing Price of a share of the
         Common Stock exceeds and has exceeded for at least 20 Trading Days
         within the immediately preceding 30 consecutive Trading Days, $  ;

              (ii)   as of the date of 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;

              (iii)  as of the date of which the Company elects to cause a
         Remarketing of the Debentures and on the Remarketing Date, a
         registration statement

                                       46

<PAGE>

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

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

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

              (A)    the Warrant Requirements shall be satisfied; and

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

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

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

              (y)    the Company is using its best efforts to satisfy such
Requirements; the Company shall have the right to cause a Remarketing of the
Debentures on a subsequent date which is no later than May 1,   , provided that
all applicable requirements and conditions precedents (including the timely
occurrence of a Trading Remarketing Event) are satisfied.

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

              (i)    as of the date of 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 of which the Company elects to cause a
         Remarketing of the Debentures and on the Remarketing Date, a
         registration statement covering the issuance and sale of Common Stock
         to the holders of Warrants upon exercise of such Warrants shall be
         effective under the Securities Act, or the issuance and sale of Common
         Stock to the holders of Warrants upon

                                       47

<PAGE>

     exercise of such Warrants shall be exempt from the registration
     requirements of the Securities Act; 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 that the following conditions precedent are satisfied on the
Remarketing Settlement Date:

            (A)      the Warrant Requirements shall be satisfied; and

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

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

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

            (y)      the Company is using its best efforts to satisfy such
Requirements; the Company shall have the right to cause a Remarketing of the
Debentures on a subsequent date which is no later than May 1,  , provided 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 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 following Business Day. 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 the Reset Rate; and

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

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<PAGE>

     Upon the occurrence of a Trading Remarketing Event or a Legal Cause
Remarketing Event and the election by the Company to cause a Remarketing of the
Debentures, 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, not later than four nor more than 20 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 are not
held pursuant to the Unit Agreement and holders of Debentures that are held
pursuant to the Unit Agreement, in each case, 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.

     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 equal to:

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<PAGE>

            (i)      in connection with a Remarketing upon a Trading Remarketing
     Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted
     Value as of the end of the day on the day next preceding the Remarketing
     Date, and

            (ii)     on the Maturity Remarketing Date, 100% of the principal
     amount.

     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 as of 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, the Administrative Trustees on behalf of the Trust and the
Company. The Administrative Trustees shall then give notice of the Failed
Remarketing to 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 Remarketing Date shall become due on the
     date which is 60 days following the Failed Remarketing Date;

            (ii)     the rate of interest per annum on the Accreted Value of the
     Debentures shall become the Reset Rate; 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 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.

                                       50

<PAGE>

     By approximately 4:30 p.m. (New York City time) on the Remarketing Date,
provided that 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 Debenture Issuer, 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.

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<PAGE>

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

12. 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.

13. Defaults and Remedies.

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

            (a)      the Company defaults in the payment of the principal of any
     of the Debentures when it becomes due and payable at Stated Maturity, upon
     exercise of a Repurchase Right, upon exercise of a Change of Control
     Repurchase Right or otherwise, whether or not such payment is prohibited by
     the subordination provisions of Article 6 of the 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, 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;

            (c)      the Company fails to perform or observe any other term,
     covenant or agreement contained in the Debentures or the Indenture (other
     than a covenant 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 is
     given as specified in the Indenture;

                                       52

<PAGE>

            (d)      there are certain events of bankruptcy, insolvency or
     reorganization of the Company; or

            (e)      the voluntarily or involuntarily dissolution, winding-up or
     termination of the Trust, except in connection with:

                     (i)    the distribution of the Debentures held by the Trust
            to the holders of the Trust Securities in liquidation of 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.

     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.

14. Amendment; Supplement; Waiver.

     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 amend the Indenture and the
Debentures; provided, however, that no such modification or amendment may,
without the consent of the Holder of each Debenture affected at the time
outstanding:

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

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

                     (iii)  change the place of payment where the Debentures or
            any interest thereon is payable;

                                       53

<PAGE>

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

                     (v)    reduce the above-stated percentage of 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;

                     (vi)   change any obligation of the Company to maintain an
            office or agency in the place and for the purposes required by the
            Indenture; or

                     (vii)  modify any of the above provisions;

and provided, further, that no such modification or amendment shall be effective
until the holders of not less than 66 2/3% of the aggregate stated liquidation
amount of the Trust Securities shall have consented to such modification or
amendment; and provided, further, that where the consent of the Holders of not
less than 66 2/3% of the aggregate principal amount of the Debentures is
required pursuant to Section 902 of the Base Indenture, no such modification or
amendment shall be effective until the holders of at least the same proportion
in aggregate stated liquidation amount of the Trust Securities shall have
consented to such modification or amendment.

     The Indenture also contains provisions permitting the Holders of a majority
in aggregate principal amount of the Debentures at the time Outstanding affected
thereby, on behalf of all of the Holders of the Debentures, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to the Debentures, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures (unless cured as provided in the Indenture) or in respect
of a covenant or provision that cannot be modified or amended without the
consent of the Holders of each Debenture then Outstanding. Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

15. 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 may succeed to the Company's ownership of such Common Securities;

                                       54

<PAGE>

            (b)      cause the Trust to (a) remain a statutory business 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 this 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 of 1940, as amended; and

            (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.

     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.

16. 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
Security 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.

                                       55

<PAGE>

17. Persons Deemed Owners.

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

18. 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 Eligible Instruments (including U.S.
Government Obligations) sufficient to pay the principal of and interest on the
Debentures to Stated Maturity, including as adjusted to 60 days following the
Remarketing Date, if applicable.

19. 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 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.

20. 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.

21. Governing Law.

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

                                       56

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             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBENTURE

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

<TABLE>
<CAPTION>
<S>      <C>                        <C>                       <C>                       <C>
         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 of
Date     Debenture                  Debenture                 or increase               Agent
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       57

<PAGE>