<PAGE>

                                                                 Exhibit 4(h)(i)

                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                       NEW YORK COMMUNITY CAPITAL TRUST
                                                        --

                              Dated as of   , 2002
                                          --

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
<S>                                                                                           <C>
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1          Definitions...........................................................    2
                     -----------

                                    ARTICLE II
                                TRUST INDENTURE ACT

SECTION 2.1          Trust Indenture Act; Application......................................    9
                     --------------------------------
SECTION 2.2          Lists of Holders of Securities........................................    9
                     ------------------------------
SECTION 2.3          Reports by the Property Trustee.......................................   10
                     -------------------------------`
SECTION 2.4          Periodic Reports to Property Trustee..................................   10
                     ------------------------------------
SECTION 2.5          Evidence of Compliance with Conditions Precedent......................   10
                     ------------------------------------------------
SECTION 2.6          Events of Default; Waiver.............................................   10
                     -------------------------
SECTION 2.7          Default; Notice.......................................................   12
                     ---------------

                                    ARTICLE III
                                   ORGANIZATION

SECTION 3.1          Name..................................................................   13
                     ----
SECTION 3.2          Office................................................................   13
                     ------
SECTION 3.3          Purpose...............................................................   13
                     -------
SECTION 3.4          Authority.............................................................   13
                     ---------
SECTION 3.5          Title to Property of the Trust........................................   13
                     ------------------------------
SECTION 3.6          Powers and Duties of the Administrative Trustees......................   14
                     ------------------------------------------------
SECTION 3.7          Prohibition of Actions by the Trust and the Trustees..................   16
                     ----------------------------------------------------
SECTION 3.8          Powers and Duties of the Property Trustee.............................   17
                     -----------------------------------------
SECTION 3.9          Certain Duties and Responsibilities of the Property Trustee...........   20
                     -----------------------------------------------------------
SECTION 3.10         Certain Rights of Property Trustee....................................   21
                     ----------------------------------
SECTION 3.11         Delaware Trustee......................................................   24
                     ----------------
SECTION 3.12         Execution of Documents................................................   24
                     ----------------------
SECTION 3.13         Not Responsible for Recitals or Issuance of Securities................   24
                     ------------------------------------------------------
SECTION 3.14         Duration of Trust.....................................................   24
                     -----------------
SECTION 3.15         Mergers...............................................................   24
                     -------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                           <C>
                                    ARTICLE IV
                                      SPONSOR

SECTION 4.1          Sponsor's Purchase of Common Securities................................   26
                     ---------------------------------------
SECTION 4.2          Responsibilities of the Sponsor........................................   27
                     -------------------------------
SECTION 4.3          Right to Proceed.......................................................   27
                     ----------------
SECTION 4.4          Right to Dissolve Trust................................................   27
                     -----------------------

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1          Number of Trustees; Appointment of Co-Trustee..........................   28
                     ---------------------------------------------
SECTION 5.2          Delaware Trustee.......................................................   28
                     ----------------
SECTION 5.3          Property Trustee; Eligibility..........................................   29
                     -----------------------------
SECTION 5.4          Certain Qualifications of Administrative Trustees and Delaware
                     --------------------------------------------------------------
                     Trustee Generally......................................................   30
                     -----------------
SECTION 5.5          Administrative Trustees................................................   30
                     -----------------------
SECTION 5.6          Appointment, Removal and Resignation of Trustees.......................   31
                     ------------------------------------------------
SECTION 5.7          Vacancies Among Trustees...............................................   32
                     ------------------------
SECTION 5.8          Effect of Vacancies....................................................   33
                     -------------------
SECTION 5.9          Meetings...............................................................   33
                     --------
SECTION 5.10         Delegation of Power....................................................   33
                     -------------------
SECTION 5.11         Merger, Conversion, Consolidation or Succession to Business............   34
                     -----------------------------------------------------------

                                    ARTICLE VI
                                   DISTRIBUTIONS

SECTION 6.1          Distributions..........................................................   34
                     -------------

                                    ARTICLE VII
                              ISSUANCE OF SECURITIES

SECTION 7.1          General Provisions Regarding Securities................................   34
                     ---------------------------------------
SECTION 7.2          Execution and Authentication...........................................   35
                     ----------------------------
SECTION 7.3          Form and Dating........................................................   36
                     ---------------
SECTION 7.4          Registrar, Paying Agent and Exchange Agent.............................   37
                     ------------------------------------------
SECTION 7.5          Paying Agent to Hold Money in Trust....................................   37
                     -----------------------------------
SECTION 7.6          Replacement Securities.................................................   38
                     ----------------------
SECTION 7.7          Outstanding Preferred Securities.......................................   38
                     --------------------------------
SECTION 7.8          Preferred Securities in Treasury.......................................   38
                     --------------------------------
SECTION 7.9          Temporary Securities...................................................   38
                     --------------------
SECTION 7.10         Cancellation...........................................................   39
                     ------------
SECTION 7.11         CUSIP Numbers..........................................................   39
                     -------------
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                            <C>
                                   ARTICLE VIII
                               DISSOLUTION OF TRUST

SECTION 8.1          Dissolution of Trust...................................................   40
                     --------------------

                                    ARTICLE IX
                               TRANSFER OF INTERESTS

SECTION 9.1          Transfer of Securities.................................................   41
                     ----------------------
SECTION 9.2          Transfer Procedures and Restrictions...................................   42
                     ------------------------------------
SECTION 9.3          Deemed Security Holders................................................   45
                     -----------------------
SECTION 9.4          Book-Entry Interests...................................................   45
                     --------------------
SECTION 9.5          Notices to Clearing Agency.............................................   46
                     --------------------------
SECTION 9.6          Appointment of Successor Clearing Agency...............................   46
                     ----------------------------------------

                                     ARTICLE X
                            LIMITATION OF LIABILITY OF
                     HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1         Liability..............................................................   46
                     ---------
SECTION 10.2         Exculpation............................................................   47
                     -----------
SECTION 10.3         Fiduciary Duty.........................................................   47
                     --------------
SECTION 10.4         Indemnification........................................................   48
                     ---------------
SECTION 10.5         Outside Businesses.....................................................   51
                     ------------------

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1         Fiscal Year............................................................   51
                     -----------
SECTION 11.2         Certain Accounting Matters.............................................   52
                     --------------------------
SECTION 11.3         Banking................................................................   52
                     -------
SECTION 11.4         Withholding............................................................   52
                     -----------

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1         Amendments.............................................................   53
                     ----------
SECTION 12.2         Meetings of the Holders; Action by Written Consent.....................   53
                     --------------------------------------------------
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                            <C>
                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1         Representations and Warranties of Property Trustee.....................   56
                     --------------------------------------------------
SECTION 13.2         Representations and Warranties of Delaware Trustee.....................   57
                     --------------------------------------------------

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1         Notices................................................................   57
                     -------
SECTION 14.2         Governing Law..........................................................   59
                     -------------
SECTION 14.3         Intention of the Parties...............................................   59
                     ------------------------
SECTION 14.4         Headings...............................................................   59
                     --------
SECTION 14.5         Successors and Assigns.................................................   59
                     ----------------------
SECTION 14.6         Partial Enforceability.................................................   59
                     ----------------------
SECTION 14.7         Counterparts...........................................................   59
                     ------------

TERMS OF
     PREFERRED SECURITIES
     COMMON SECURITIES......................................................................   I-1

EXHIBIT A-1

     FORM OF PREFERRED SECURITY CERTIFICATE.................................................   A1-1

EXHIBIT A-2

     FORM OF COMMON SECURITY CERTIFICATE....................................................   A2-1
</TABLE>

                                       v

<PAGE>

                             CROSS-REFERENCE TABLE*
Section of
Trust Indenture
Act of 1939, as                                           Section of
amended                                                  Declaration
---------------                                          -----------

    310(a)         .................................        5.3

    310(b)         .................................    5.3(c); 5.3(d)

    311(a)         .................................        2.2(b)

    311(b)         .................................        2.2(b)

    312(a)         .................................        2.2(a)

    312(b)         .................................        2.2(b)

    313            .................................        2.3

    314(a)         .................................     2.4, 2.7(c);
                                                            3.6(j)

    314(c)         .................................        2.5

    315(a)         .................................     3.6(j); 3.9

    315(b)         .................................        2.7(a)

    315(c)         .................................        3.9(a)

    315(d)         .................................        3.9(b)

    316(a)         .................................        2.6

    316(c)         .................................        3.6(e)

    317(a)         .................................    3.8(e); 3.8(h)

    317(b)         .................................     3.8(i); 7.5

    318            .................................        2.1

----------
*    This Cross-Reference Table does not constitute part of this Declaration and
     shall not affect the interpretation of any of its terms or provisions.

                                       vi

<PAGE>

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                       NEW YORK COMMUNITY CAPITAL TRUST
                                                        --

                              Dated as of   , 2002
                                          --

          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of   , 2002, by and among the Trustees (as defined herein), the
                --
Sponsor (as defined herein) and the Holders (as defined herein), from time to
time, of undivided beneficial interests in the assets of the Trust to be issued
pursuant to this Declaration;

          WHEREAS, the Delaware Trustee (as defined herein) and the Sponsor
established New York Community Capital Trust    (the "Trust"), a trust created
                                             --
under the Delaware Business Trust Act pursuant to a Declaration dated as of   ,
                                                                            --
2002 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on   , 2002 for the sole purpose of
                                               --
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust, investing the proceeds thereof in certain
Debentures of the Debenture Issuer (each as hereinafter defined), and engaging
in only those activities necessary, advisable or incidental thereto; and

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
ratify the actions of each Trustee taken prior to the date hereof;

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration and, in consideration
of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:

<PAGE>

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.
            -----------

          Unless the context otherwise requires:

     (a) capitalized terms used in this Declaration but not defined in the
preamble above or elsewhere herein have the respective meanings assigned to them
in this Section 1.1;

     (b) a term defined anywhere in this Declaration has the same meaning
throughout;

     (c) all references to "the Declaration" or "this Declaration" are to this
Declaration and each Annex and Exhibit hereto, as modified, supplemented or
amended from time to time;

     (d) all references in this Declaration to Articles and Sections and Annexes
and Exhibits are to Articles and Sections of and Annexes and Exhibits to this
Declaration unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires;

     (f) a term defined in the Indenture (as defined herein) has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or the context otherwise requires; and

     (g) a reference to the singular includes the plural and vice versa.

          "Administrative Trustee" has the meaning set forth in Section 5.1.
           ----------------------

          "Affiliate" has the same meaning as given to that term in Rule 405
           ---------
under the Securities Act or any successor rule thereunder.

          "Agent" means any Paying Agent, Registrar or Exchange Agent.
           -----

          "Authorized Officer" of a Person means any other Person that is
           ------------------
authorized to legally bind such former Person.

          "Book-Entry Interest" means a beneficial interest in the Global
           -------------------
Preferred Security registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

                                        2

<PAGE>

          "Business Day" means any day other than a Saturday, a Sunday, or a day
           ------------
on which banking institutions in Westbury, New York or Wilmington, Delaware are
authorized or required by law or executive order to remain closed.

          "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
           ------------------
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

          "Clearing Agency" means an organization registered as a "Clearing
           ---------------
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a global certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

          "Clearing Agency Participant" means a broker, dealer, bank, other
           ---------------------------
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Closing Time" means closing of the Preferred Securities, at such
           ------------
place as shall be agreed upon by the purchasers of the issuance of Preferred
Securities and the Trust no later than 10:00 a.m. New York City time, on
December 31, 2002 or such other time selected by New York Community Bancorp,
Inc.

          "Code" means the Internal Revenue Code of 1986, as amended from time
           ----
to time, or any successor legislation.

          "Commission" means the United States Securities and Exchange
           ----------
Commission as from time to time constituted, or if at any time after the
execution of this Declaration such Commission is not existing and performing the
duties now assigned to it under applicable federal securities laws, then the
body performing such duties at such time.

          "Common Securities" has the meaning specified in Section 7.1(a).
           -----------------

                                        3

<PAGE>

          "Common Securities Subscription Agreement" means the Common Securities
           ----------------------------------------
Subscription Agreement, dated as of the Closing Time, between the Trust and New
York Community Bancorp, Inc. relating to the Common Securities.

          "Company Indemnified Person" means (a) any Administrative Trustee; (b)
           --------------------------
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, director, employee or agent of the
Trust or its Affiliates.

          "Corporate Trust Office" means the office of the Property Trustee at
           ----------------------
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

          "Covered Person" means: (a) any officer, director, shareholder,
           --------------
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

          "Debenture Issuer" means New York Community Bancorp, Inc., a Delaware
           ----------------
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

          "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
           -----------------
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

          "Debentures" means the Junior Subordinated Deferrable Interest
           ----------
Debentures due   , 2002 of the Debenture Issuer issued pursuant to the
               --
Indenture.

          "Default" means an event, act or condition that with notice or lapse
           -------
of time, or both, would constitute an Event of Default.

          "Definitive Preferred Securities" has the meaning set forth in Section
           -------------------------------
7.3(c).

          "Delaware Trustee" has the meaning set forth in Section 5.1.
           ----------------

          "Direct Action" has the meaning set forth in Section 3.8(e).
           -------------

          "Distribution" means a distribution payable to Holders in accordance
           ------------
with Section 6.1.

          "DTC" means The Depository Trust Company, the initial Clearing Agency.
           ---

                                        4

<PAGE>

          "Event of Default" with respect to the Securities means an Event of
           ----------------
Default (as defined in the Indenture) that has occurred and is continuing with
respect to the Debentures.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
           ------------
from time to time, or any successor legislation.

          "Exchange Agent" has the meaning set forth in Section 7.4.
           --------------

          "Federal Reserve Board" means the Board of Governors of the Federal
           ---------------------
Reserve System.

          "Fiduciary Indemnified Person" has the meaning set forth in Section
           ----------------------------
10.4(b).

          "Fiscal Year" has the meaning set forth in Section 11.1.
           -----------

          "Global Preferred Security" has the meaning set forth in Section
           -------------------------
7.3(a).

          "Holder" means a Person in whose name a Security or Successor Security
           ------
is registered on the register maintained by or on behalf of the Registrar, such
Person being a beneficial owner of the Trust within the meaning of the Business
Trust Act.

          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
           ------------------
Indemnified Person.

          "Indenture" means the Indenture, dated as of the Closing Time, between
           ---------
the Debenture Issuer and the Debenture Trustee, as amended from time to time.

          "Initial Optional Redemption Date" has the meaning set forth in
           --------------------------------
Section 4(b) of Annex I hereto.

          "Investment Company" means an investment company as defined in the
           ------------------
Investment Company Act.

          "Investment Company Act" means the Investment Company Act of 1940, as
           ----------------------
amended from time to time, or any successor legislation.

          "Investment Company Event" has the meaning set forth in Section 4(c)
           ------------------------
of Annex I hereto.

          "Issuer Order" shall mean a written order signed in the name of the
           ------------
Trust by an Administrative Trustee and delivered to the Property Trustee.

          "Legal Action" has the meaning set forth in Section 3.6(g).
           ------------

          "Like Amount" has the meaning set forth in Section 3 of Annex I
           -----------
hereto.

                                        5

<PAGE>

          "List of Holders" has the meaning set forth in Section 2.2(a).
           ---------------

          "Majority in Liquidation Amount" means, with respect to the Trust
           ------------------------------
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, excluding the Trust and the Debenture Issuer and any
Affiliate thereof, who are the record owners of more than 50% of the aggregate
liquidation amount (including the amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to but
excluding the date upon which the voting percentages are determined) of all
outstanding Securities of the relevant class.

          "Officers' Certificate" means, with respect to any Person, a
           ---------------------
certificate signed by an Authorized Officer of such Person. Any Officers'
Certificate delivered by the Trust shall be signed by at least one
Administrative Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include:

          (a) a statement that each officer signing the Certificate has read the
     covenants or conditions and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Certificate;

          (c) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether or not, in the opinion of each such
     officer, such condition or covenant has been complied with.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
           ------------------
employee of the Sponsor, and who shall be acceptable to the Property Trustee.

          "Participants" has the meaning specified in Section 7.3(b).
           ------------

          "Paying Agent" has the meaning specified in Section 7.4.
           ------------

          "Payment Amount" has the meaning specified in Section 6.1.
           --------------

          "Person" means a legal person, including any individual, corporation,
           ------
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

          "Preferred Securities" has the meaning specified Section 7.1(a).
           --------------------

          "Preferred Securities Guarantee" means, the Preferred Securities
           ------------------------------
Grarantee Agreement, dated as of the Closing Time, entered into by New York
Community Bancorp, Inc., with respect to the Preferred Securities.

          "Preferred Securities Beneficial Owner" means, with respect to a
           -------------------------------------
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

          "Property Trustee" has the meaning set forth in Section 5.3(a).
           ----------------

                                        6

<PAGE>

          "Property Trustee Account" has the meaning set forth in Section
           ------------------------
3.8(c)(i).

          "Quorum" means a majority of the Administrative Trustees or, if there
           ------
are only two Administrative Trustees, both of them.

          "Redemption Price" has the meaning set forth in Section 4(a) of Annex
           ----------------
I hereto.

          "Registrar" has the meaning set forth in Section 7.4.
           ---------

          "Regulatory Capital Event" has the meaning set forth in Section 4(c)
           ------------------------
of Annex I hereto.

          "Related Party" means, with respect to the Sponsor, any direct or
           -------------
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

          "Responsible Officer" means any officer within the Corporate Trust
           -------------------
Office of the Property Trustee with direct responsibility for the administration
of this Declaration and also means, with respect to a particular corporate trust
matter, any other officer of the Property Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
           ---------
successor rule or regulation.

          "Securities" or "Trust Securities" means the Common Securities and the
           ----------      ----------------
Preferred Securities.

          "Securities Act" means the Securities Act of 1933, as amended from
           --------------
time to time, or any successor legislation.

          "Securities Guarantees" means the Common Securities Guarantee and the
           ---------------------
Preferred Securities Guarantee.

          "Special Event" has the meaning set forth in Section 4(c) of Annex I
           -------------
hereto.

          "Special Event Redemption Price" has the meaning set forth in Section
           ------------------------------
4(c) of Annex I hereto.

          "Sponsor" means New York Community Bancorp, Inc., a Delaware
           -------
corporation, or any successor entity resulting from any merger, consolidation,
amalgamation or other business combination, in its capacity as sponsor of the
Trust.

                                        7

<PAGE>

          "Successor Delaware Trustee" has the meaning set forth in Section
           --------------------------
5.6(b)(ii).

          "Successor Entity" has the meaning set forth in Section 3.15(b)(i).
           ----------------

          "Successor Property Trustee" has the meaning set forth in Section
           --------------------------
3.8(f)(ii).

          "Successor Securities" has the meaning set forth in Section
           --------------------
3.15(b)(i).

          "Super Majority" has the meaning set forth in Section 2.6(a) (ii).
           --------------

          "Tax Event" has the meaning set forth in Section 4(c) of Annex I
           ---------
hereto.

          "10% in Liquidation Amount" means, with respect to the Trust
           -------------------------
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, excluding the Trust and the Debenture Issuer and any
Affiliate thereof, who are the record owners of 10% or more of the aggregate
liquidation amount (including the amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities
of the relevant class.

          "Treasury Regulations" means the income tax regulations, including
           --------------------
temporary and proposed regulations, promulgated under the Code by the United
States Treasury Department, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
           -------------------
amended from time to time, or any successor legislation.

          "Trust Property" means (a) the Debentures, (b) any cash on deposit in
           --------------
or owing to the Property Trustee Account and (c) all proceeds and rights in
respect of the foregoing and any other property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to this Declaration.

          "Trustee" or "Trustees" means each Person who has signed this
           -------      --------
Declaration as a trustee, so long as such Person shall continue as a trustee of
the Trust in accordance with the terms hereof, and all other Persons who may
from time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee or the
Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.

                                        8

<PAGE>

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.
            --------------------------------

     (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     (d) The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2 Lists of Holders of Securities.
            ------------------------------

     (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided that, neither the Sponsor nor the
                                  -------- ----
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that the List of Holders does not differ from
the most recent List of Holders given to the Property Trustee by the Sponsor and
the Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided that the Property Trustee may destroy any List of
                -------- ----
Holders previously given to it on receipt of a new List of Holders.

     (b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

                                        9

<PAGE>

SECTION 2.3 Reports by the Property Trustee.
            -------------------------------

          Within 60 days after the date hereof, and no later than the
anniversary date hereof in each succeeding year, the Property Trustee shall
provide to the Holders of the Preferred Securities such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Property Trustee.
            ------------------------------------

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee and the Commission such documents,
reports and information as are required by Section 314 (if any) of the Trust
Indenture Act and shall provide to the Property Trustee the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5 Evidence of Compliance with Conditions Precedent.
            ------------------------------------------------

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.6 Events of Default; Waiver.
            -------------------------

     (a) The Holders of a Majority in Liquidation Amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default in respect of the Preferred Securities and its
consequences, provided that, if the underlying Event of Default under the
Indenture:

               (i) is not waivable under the Indenture, the Event of Default
          under the Declaration shall also not be waivable; or

               (ii) requires the consent or vote of greater than a majority in
          aggregate principal amount of the holders of the Debentures (a "Super
          Majority") to be waived under the Indenture, the Event of Default
          under the Declaration may only be waived by the vote of the Holders of
          at least the proportion in aggregate liquidation amount of the
          Preferred Securities that the relevant Super Majority represents of
          the aggregate principal amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded

                                       10

<PAGE>

from this Declaration and the Securities, as permitted by the Trust Indenture
Act. Upon such waiver, any such Default shall cease to exist, and any Event of
Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other Default or an Event of Default
with respect to the Preferred Securities or impair any right consequent thereon.
Any waiver by the Holders of the Preferred Securities of an Event of Default
with respect to the Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote, or consent of the Holders of the Common Securities.

     (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
                                 -------- ----
Default under the Indenture:

               (i) is not waivable under the Indenture, except where the Holders
          of the Common Securities are deemed to have waived such Event of
          Default under the Declaration as provided below in this Section
          2.6(b), the Event of Default under the Declaration shall also not be
          waivable; or

               (ii) requires the consent or vote of a Super Majority to be
          waived, except where the Holders of the Common Securities are deemed
          to have waived such Event of Default under the Declaration as provided
          below in this Section 2.6(b), the Event of Default under the
          Declaration may only be waived by the vote of the Holders of at least
          the proportion in aggregate liquidation amount of the Common
          Securities that the relevant Super Majority represents of the
          aggregate principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
-------- -------
any such Event of Default and all Events of Default with respect to the Common
Securities and their consequences if all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such Default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other Default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

                                       11

<PAGE>

     (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7 Default; Notice.
            ---------------

     (a) The Property Trustee shall, within 90 days after a Responsible Officer
has actual knowledge of the occurrence of a Default with respect to the
Securities, transmit by mail, first class postage prepaid, to the Holders,
notices of all such Defaults, unless such Defaults have been cured before the
giving of such notice or previously waived; provided, however, that except in
                                            --------  -------
the case of a Default arising from the nonpayment of principal of or interest
(including Compounded Interest and Additional Sums (as such terms are defined in
the Indenture), if any) on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer in
good faith determines that the withholding of such notice is in the interests of
the Holders.

     (b) The Property Trustee shall not be deemed to have knowledge of any
Default or Event of Default except:

               (i) a Default or Event of Default under Sections 5.01(a) (other
          than the payment or nonpayment of Compounded Interest or Additional
          Sums) and 5.01(b) of the Indenture; or

               (ii) any Default or Event of Default as to which the Property
          Trustee shall have received written notice or of which a Responsible
          Officer charged with the administration of the Declaration shall have
          actual knowledge.

     (c) Within ten Business Days after a Responsible Officer has actual
knowledge of the occurrence of any Event of Default, the Property Trustee shall
transmit notice of such Event of Default to the Holders of the Preferred
Securities, the Administrative Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived. The Sponsor and the Administrative
Trustees shall file annually with the Property Trustee a certification as to
whether or not they are in compliance with all the conditions and covenants
applicable to them under this Declaration.

                                       12

<PAGE>

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1 Name.
            ----

          The Trust is named New York Community Capital Trust    as such name
                                                              --
may be modified from time to time by the Administrative Trustees following
written notice to the Delaware Trustee, the Property Trustee and the Holders.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

SECTION 3.2 Office.
            ------

          The address of the principal office of the Trust is c/o New York
Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590. On ten
Business Days' prior written notice to the Delaware Trustee, the Property
Trustee and the Holders of Securities, the Administrative Trustees may designate
another principal office.

SECTION 3.3 Purpose.
            -------

          The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities, (b) use the proceeds from the sale of the Securities to
acquire the Debentures, and (c) except as otherwise limited herein, to engage in
only those other activities necessary, advisable or incidental thereto,
including without limitation, those activities specified in Sections 3.6, 3.8,
3.9, 3.10, 3.11 and/or 3.12. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.

SECTION 3.4 Authority.
            ---------

          Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by one or more of the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5 Title to Property of the Trust.
            ------------------------------

          Except as provided in Section 3.8 with respect to the Debentures and
the Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of

                                       13

<PAGE>

the Trust shall be vested in the Trust. The Holders shall not have legal title
to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

SECTION 3.6 Powers and Duties of the Administrative Trustees.
            ------------------------------------------------

          Subject to Section 5.5, the Administrative Trustees acting
individually or together shall have the exclusive right, power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:

     (a) to issue and sell the Securities in accordance with this Declaration;
provided, however, that the Trust may issue no more than one series of Preferred
Securities and no more than one series of Common Securities; and, provided
further, that there shall be no interests in the Trust other than the
Securities;

     (b) in connection with the issue of the Preferred Securities, to:

          (i) execute and file with the Commission one or more registration
     statements on Form S-3 prepared by the Sponsor, including any and all
     amendments thereto, pertaining to the Preferred Securities;

          (ii) execute and file any documents prepared by the Sponsor, or take
     any acts as determined by the Sponsor to be necessary in order to qualify
     or register all or part of the Preferred Securities in any State in which
     the Sponsor has determined to qualify or register such Preferred Securities
     for sale;

          (iii) execute and file an application, prepared by the Sponsor, to the
     NYSE or any other national stock exchange or the NASDAQ Stock Market's
     National Market for listing or quotation upon notice of issuance of any
     Preferred Securities;

          (iv) execute and file with the Commission a registration statement on
     Form 8-A, including any amendments thereto, prepared by the Sponsor,
     relating to the registration of the Preferred Securities under Section
     12(b) of the Exchange Act;

          (v) execute and enter into one or more purchase agreements providing
     for the sale of the Common Securities and the purchase of the Debentures;
     and

          (vi) execute and deliver letters, documents or instruments to DTC.

     (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;

     (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;

                                       14

<PAGE>

     (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Securities as to such actions and applicable record
dates;

     (f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of the Securities set forth in
Annex I hereto; and to execute and deliver Issuer Orders as described in Section
7.6 and 7.9(a);

     (g) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal
Action;

     (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants and pay reasonable compensation for such services;

     (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

     (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

     (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

     (l) to act as, or appoint another Person to act as, registrar, transfer
agent and paying agent for the Securities;

     (m) to give prompt written notice to the Property Trustee and the Holders
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

     (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

     (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

                                       15

<PAGE>

               (i) causing the Trust not to be deemed to be an Investment
     Company required to be registered under the Investment Company Act;

               (ii) causing the Trust to be classified for United States federal
     income tax purposes as a grantor trust; and

               (iii) cooperating with the Debenture Issuer to ensure that the
     Debentures will be treated as indebtedness of the Debenture Issuer for
     United States federal income tax purposes,

provided that such actions do not adversely affect the interests of Holders; and

     (p) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust.

     (q) to execute and deliver all documents, agreements, certificates and
instruments, exercise all rights and powers, perform all duties and do all
things for and on behalf of the Trust in all matters necessary, advisable or
incidental to the foregoing or the transactions contemplated thereby.

          The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

          Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

          Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.
            ----------------------------------------------------

          The Trust shall not, and the Trustees (including the Property Trustee
and the Delaware Trustee) shall not, and the Administrative Trustees shall cause
the Trust not to, engage in any activity other than as required or authorized by
this Declaration. Notwithstanding any provision in this Declaration to the
contrary, the Trust shall not:

          (a) invest any proceeds received by the Trust from holding the
          Debentures, but shall distribute all such proceeds to Holders pursuant
          to the terms of this Declaration and of the Securities;

          (b) acquire any assets other than as expressly provided herein;

          (c) possess Trust Property for other than a Trust purpose or execute
          any mortgage in respect of, or pledge, any Trust Property;

          (d) make any loans or incur any indebtedness other than loans
          represented by the Debentures;

                                       16

<PAGE>

          (e) possess any power or otherwise act in such a way as to vary the
          Trust Property or the terms of the Securities in any way whatsoever;

          (f) issue any securities or other evidences of beneficial ownership
          of, or beneficial interest in, the Trust other than the Securities;

          (g) other than as provided in this Declaration or Annex I hereto, (A)
          direct the time, method and place of conducting any proceeding with
          respect to any remedy available to the Debenture Trustee, or
          exercising any trust or power conferred upon the Debenture Trustee
          with respect to the Debentures, (B) waive any past default that is
          waivable under the Indenture, or (C) exercise any right to rescind or
          annul any declaration that the principal of all the Debentures shall
          be due and payable; or

          (h) consent to any amendment, modification or termination of the
          Indenture or the Debentures where such consent shall be required
          unless the Trust shall have received an opinion of independent tax
          counsel experienced in such matters to the effect that such amendment,
          modification or termination will not cause more than an insubstantial
          risk that the Trust will not be classified as a grantor trust for
          United States federal income tax purposes.

SECTION 3.8 Powers and Duties of the Property Trustee.
            -----------------------------------------

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Trust and
the Holders. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

     (c) The Property Trustee shall:

               (i) establish and maintain a segregated non-interest bearing
          trust account (the "Property Trustee Account") in the name of and
          under the exclusive control of the Property Trustee on behalf of the
          Holders and, upon the receipt of payments of funds made in respect of
          the Debentures held by the Property Trustee, deposit such funds into
          the Property Trustee Account and make payments or cause the Paying
          Agent to make payments to the Holders from the Property Trustee
          Account in accordance with Section 6.1; funds in the Property Trustee
          Account shall be held uninvested until disbursed in accordance with
          this Declaration; and the Property Trustee Account shall be an account
          that is maintained with a

                                       17

<PAGE>

          banking institution the rating on whose long-term unsecured
          indebtedness by a "nationally recognized statistical rating
          organization," as that term is defined for purposes of Rule 436(g)(2)
          under the Securities Act, is at least equal to the rating assigned to
          the Preferred Securities, unless the Preferred Securities are not
          rated, in which case the banking institution's long-term unsecured
          indebtedness shall be rated at least investment grade by a "nationally
          recognized statistical rating organization";

               (ii) engage in such ministerial activities as shall be necessary
          or appropriate to effect the redemption of the Securities to the
          extent the Debentures are redeemed or mature; and

               (iii) upon written notice of distribution issued by the
          Administrative Trustees in accordance with the terms of the
          Securities, engage in such ministerial activities as shall be
          necessary or appropriate to effect the distribution of the Debentures
          to Holders upon the occurrence of certain events.

     (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
this Declaration and the Securities.

     (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act; and if the
Property Trustee shall have failed to take such Legal Action following a written
request from the Holders, the Holders of the Preferred Securities may, to the
fullest extent permitted by law, take such Legal Action, to the same extent as
if such Holders of Preferred Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Preferred
Securities, without first proceeding against the Property Trustee or the Trust;
provided, however, that if an Event of Default has occurred and is continuing
--------  -------
and such event is attributable to the failure of the Debenture Issuer to pay the
principal of or interest (including Compounded Interest and Additional Sums, if
any) on the Debentures on the date such principal or interest (including
Compounded Interest and Additional Sums, if any) or is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest (including Compounded Interest and
Additional Sums, if any) on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the Holders of the Common
Securities will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Debenture Issuer to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

                                       18

<PAGE>

     (f) The Property Trustee shall continue to serve as a Trustee until either:

               (i) the Trust has been completely liquidated and the proceeds of
          the liquidation distributed to the Holders pursuant to the terms of
          the Securities and this Declaration; or

               (ii) a successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 5.6 (a "Successor
          Property Trustee").

     (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer occurs and is
continuing, the Property Trustee shall, for the benefit of Holders, enforce its
rights as holder of the Debentures subject to the rights of the Holders pursuant
to the terms of this Declaration and the Securities.

     (h) The Property Trustee shall be authorized to undertake any actions set
forth in Section 317(a) of the Trust Indenture Act.

     (i) For such time as the Property Trustee is the Paying Agent, the Property
Trustee may authorize one or more Persons to act as additional Paying Agents and
to pay Distributions, redemption payments or liquidation payments on behalf of
the Trust with respect to all Securities and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act. Any such additional Paying Agent
may be removed by the Property Trustee at any time the Property Trustee remains
as Paying Agent and a successor Paying Agent or additional Paying Agents may be
(but are not required to be) appointed at any time by the Property Trustee while
the Property Trustee is acting as Paying Agent.

     (j) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

          Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

     (k) If the Property Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Property Trustee or to such Holder, then and in every such case the
Corporation, the Property Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Property Trustee and the Holders shall continue as though no such proceeding had
been instituted.

                                       19

<PAGE>

SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.
            -----------------------------------------------------------

     (a) The Property Trustee, before the occurrence of any Event of Default (of
which, other than in the case of Events of Default under Sections 5.01(a) and
5.01(b) of the Indenture, which the Property Trustee is deemed to have knowledge
of as provided in Section 2.7(b) hereof, a Responsible Officer of the Property
Trustee has actual knowledge) and after the curing or waiving of all such Events
of Default that may have occurred, shall undertake to perform only such duties
as are specifically set forth in this Declaration and in the Securities and no
implied covenants shall be read into this Declaration against the Property
Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) of which a Responsible Officer has actual
knowledge, the Property Trustee shall exercise such of the rights and powers
vested in it by this Declaration, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

               (i) prior to the occurrence of an Event of Default (of which,
          other than in the case of Events of Default under Sections 5.01(a) and
          5.01(b) of the Indenture, which the Property Trustee is deemed to have
          knowledge of as provided in Section 2.7(b) hereof, a Responsible
          Officer of the Property Trustee has actual knowledge) and after the
          curing or waiving of all such Events of Default that may have
          occurred:

               (A) the duties and obligations of the Property Trustee shall be
               determined solely by the express provisions of this Declaration
               and in the Securities and the Property Trustee shall not be
               liable except for the performance of such duties and obligations
               as are specifically set forth in this Declaration and in the
               Securities, and no implied covenants or obligations shall be read
               into this Declaration against the Property Trustee; and

               (B) in the absence of bad faith on the part of the Property
               Trustee, the Property Trustee may conclusively rely, as to the
               truth of the statements and the correctness of the opinions
               expressed therein, upon any certificates or opinions furnished to
               the Property Trustee and conforming to the requirements of this
               Declaration; provided, however, that in the case of any such
                            --------  -------
               certificates or opinions that by any provision hereof are
               specifically required to be furnished to the Property Trustee,
               the Property Trustee shall be under a duty to examine the same to
               determine whether or not on their face they conform to the
               requirements of this Declaration;

                                       20

<PAGE>

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

               (iii) the Property Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of a Majority in
          Liquidation Amount of the Securities relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Property Trustee, or exercising any trust or power conferred upon the
          Property Trustee under this Declaration;

               (iv) no provision of this Declaration shall require the Property
          Trustee to expend or risk its own funds or otherwise incur personal
          financial liability in the performance of any of its duties or in the
          exercise of any of its rights or powers;

               (v) the Property Trustee's sole duty with respect to the custody,
          safekeeping and physical preservation of the Debentures and the
          Property Trustee Account shall be to deal with such property in a
          similar manner as the Property Trustee deals with similar property for
          its own account, subject to the protections and limitations on
          liability afforded to the Property Trustee under this Declaration and
          the Trust Indenture Act;

               (vi) the Property Trustee shall have no duty or liability for or
          with respect to the value, genuineness, existence or sufficiency of
          the Debentures or the payment of any taxes or assessments levied
          thereon or in connection therewith;

               (vii) the Property Trustee shall not be liable for any interest
          on any money received by it except as it may otherwise agree in
          writing with the Sponsor. Money held by the Property Trustee need not
          be segregated from other funds held by it except in relation to the
          Property Trustee Account maintained by the Property Trustee pursuant
          to Section 3.8(c)(i) and except to the extent otherwise required by
          law; and

               (viii) the Property Trustee shall not be responsible for
          monitoring the compliance by the Administrative Trustees or the
          Sponsor with their respective duties under this Declaration, nor shall
          the Property Trustee be liable for any default or misconduct of the
          Administrative Trustees or the Sponsor.

SECTION 3.10 Certain Rights of Property Trustee.
             ----------------------------------

     (a) Subject to the provisions of Section 3.9:

               (i) the Property Trustee may conclusively rely and shall be fully
          protected in acting or refraining from acting upon any resolution,
          certificate, statement,

                                       21

<PAGE>

          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note, other evidence of indebtedness or other
          paper or document believed by it to be genuine and to have been
          signed, sent or presented by the proper party or parties;

               (ii) any direction or act of the Sponsor or the Administrative
          Trustees contemplated by this Declaration may be sufficiently
          evidenced by an Officers' Certificate;

               (iii) whenever in the administration of this Declaration, the
          Property Trustee shall deem it desirable that a matter be proved or
          established before taking, suffering or omitting any action hereunder,
          the Property Trustee (unless other evidence is herein specifically
          prescribed) may, in the absence of bad faith on its part, request and
          conclusively rely upon an Officers' Certificate which, upon receipt of
          such request, shall be promptly delivered by the Sponsor or the
          Administrative Trustees;

               (iv) the Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any rerecording, refiling or registration thereof;

               (v) the Property Trustee may consult with counsel or other
          experts of its selection, and the advice or opinion of such counsel
          and experts with respect to legal matters or advice within the scope
          of such experts' area of expertise shall be full and complete
          authorization and protection in respect of any action taken, suffered
          or omitted by it hereunder in good faith and in accordance with such
          advice or opinion; such counsel may be counsel to the Sponsor or any
          of its Affiliates, and may include any of its employees; and the
          Property Trustee shall have the right at any time to seek instructions
          concerning the administration of this Declaration from any court of
          competent jurisdiction;

               (vi) the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Declaration
          at the request or direction of any Holder, unless such Holder shall
          have provided to the Property Trustee security and indemnity,
          reasonably satisfactory to the Property Trustee, against the costs,
          expenses (including reasonable attorneys' fees and expenses and the
          expenses of the Property Trustee's agents, nominees or custodians) and
          liabilities that might be incurred by it in complying with such
          request or direction, including such reasonable advances as may be
          requested by the Property Trustee; provided, however, that, nothing
                                             --------  -------
          contained in this Section 3.10(a)(vi) shall be taken to relieve the
          Property Trustee, upon the occurrence of an Event of Default (of
          which, other than in the case of Events of Default under Sections
          5.01(a) and 5.01(b) of the Indenture, which the Property Trustee is
          deemed to have knowledge of as provided in Section 2.7(b) hereof, a
          Responsible Officer of the Property

                                       22

<PAGE>

          Trustee has actual knowledge), of its obligation to exercise the
          rights and powers vested in it by this Declaration;

               (vii) the Property Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Property Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit;

               (viii) the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, custodians, nominees or attorneys, and the Property
          Trustee shall not be responsible for any misconduct or negligence on
          the part of any such agent, custodian, nominee or attorney appointed
          with due care by it hereunder;

               (ix) any action taken by the Property Trustee or its agents
          hereunder shall bind the Trust and the Holders, and the signature of
          the Property Trustee or its agents alone shall be sufficient and
          effective to perform any such action and no third party shall be
          required to inquire as to the authority of the Property Trustee to so
          act or as to its compliance with any of the terms and provisions of
          this Declaration, both of which shall be conclusively evidenced by the
          Property Trustee's or its agent's taking such action;

               (x) whenever in the administration of this Declaration the
          Property Trustee shall deem it desirable to receive instructions with
          respect to enforcing any remedy or right or taking any other action
          hereunder, the Property Trustee (i) may request instructions from the
          Holders which instructions may only be given by the Holders of the
          same proportion in liquidation amount of the Securities as would be
          entitled to direct the Property Trustee under the terms of the
          Securities in respect of such remedy, right or action, (ii) may
          refrain from enforcing such remedy or right or taking such other
          action until such instructions are received, and (iii) shall be
          protected in conclusively relying on or acting in accordance with such
          instructions;

               (xi) except as otherwise expressly provided by this Declaration,
          the Property Trustee shall not be under any obligation to take any
          action that is discretionary under the provisions of this Declaration;
          and

               (xii) the Property Trustee shall not be liable for any action
          taken, suffered, or omitted to be taken by it in good faith, without
          negligence or willful misconduct, and reasonably believed by it to be
          authorized or within the discretion or rights or powers conferred upon
          it by this Declaration.

                                       23

<PAGE>

     (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

SECTION 3.11 Delaware Trustee.
             ----------------

          Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees described in this Declaration (except as required under the
Business Trust Act). Except as set forth in Section 5.2, the Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act. In the event the
Delaware Trustee shall at any time be required to take any action or perform any
duty hereunder, the Delaware Trustee shall be entitled to the benefits of
Section 3.9(b)(ii) to (viii), inclusive, and Section 3.10. No implied covenants
or obligations shall be read into this Declaration against the Delaware Trustee.

SECTION 3.12 Execution of Documents.
             ----------------------

          Unless otherwise required by applicable law, each Administrative
Trustee, individually, is authorized to execute and deliver on behalf of the
Trust any documents, agreements, instruments or certificates that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.
             ------------------------------------------------------

          The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the Trust Property or any part thereof. The Trustees
make no representations as to the validity or sufficiency of this Declaration or
the Securities.

SECTION 3.14 Duration of Trust.
             -----------------

          The Trust, unless earlier dissolved pursuant to the provisions of
Article VIII hereof, shall dissolve on   ,   .
                                       --  --

SECTION 3.15 Mergers.
             -------

     (a) The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) and except with respect to the

                                       24

<PAGE>

distribution of Debentures to Holders pursuant to Section 8.1(a)(iii) of this
Declaration or Section 3 of Annex I.

     (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided that:
                   -------- ----

               (i) such successor entity (the "Successor Entity") either:

               (A) expressly assumes all of the obligations of the Trust under
               the Securities; or

               (B) substitutes for the Securities other securities having
               substantially the same terms as the Securities (the "Successor
               Securities") so long as the Successor Securities rank the same as
               the Securities rank in priority with respect to Distributions and
               payments upon liquidation, redemption and otherwise;

               (ii) the Sponsor expressly appoints a trustee of the Successor
          Entity that possesses the same powers and duties as the Property
          Trustee with respect to the Debentures;

               (iii) the Successor Securities (excluding any securities
          substituted for the Common Securities) are listed, quoted or included
          for trading, or any Successor Securities will be listed, quoted or
          included for trading upon notification of issuance, on any national
          securities exchange or with any other organization on which the
          Preferred Securities are then listed, quoted or included;

               (iv) such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not cause the Preferred Securities
          (including any Successor Securities) or the Debentures to be
          downgraded by any nationally recognized statistical rating
          organization that publishes a rating on the Preferred Securities or
          the Debentures;

               (v) such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the Holders (including the holders of
          any Successor Securities) in any material respect (other than with
          respect to any dilution of the interests of such Holders or holders,
          as the case may be, in the Successor Entity);

               (vi) the Successor Entity has a purpose substantially identical
          to that of the Trust;

                                       25

<PAGE>

               (vii) prior to such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, the Sponsor has received
          an opinion of independent counsel to the Trust experienced in such
          matters to the effect that:

               (A) such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease does not adversely affect the
               rights, preferences and privileges of the Holders (including the
               holders of any Successor Securities) in any material respect
               (other than with respect to any dilution of the interests of such
               Holders or holders, as the case may be, in the Successor Entity);

               (B) following such merger, consolidation, amalgamation,
               replacement, conveyance, transfer or lease, neither the Trust nor
               the Successor Entity will be required to register as an
               Investment Company; and

               (C) following such merger, consolidation, amalgamation,
               replacement, conveyance, transfer or lease, the Trust (or the
               Successor Entity) will continue to be classified as a grantor
               trust for United States federal income tax purposes;

               (viii) the Sponsor or any permitted successor or assignee of the
          Sponsor owns all of the common securities of the Successor Entity and
          guarantees the obligations of the Successor Entity under the Successor
          Securities at least to the extent provided by the Securities
          Guarantees; and

               (ix) there shall have been furnished to the Property Trustee an
          Officers' Certificate and an Opinion of Counsel, each to the effect
          that all conditions precedent in this Declaration to such transaction
          have been satisfied.

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to, any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the Successor Entity not to be classified as a grantor trust for United
States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities.
            ---------------------------------------

          At the Closing Time the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount equal to at least 3% of the
total capital of the Trust, at the same time as the Preferred Securities are
issued and sold.

                                       26

<PAGE>

SECTION 4.2 Responsibilities of the Sponsor.
            -------------------------------

          In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in, or
direct the Administrative Trustees to engage in, the following activities:

     (a) to prepare for filing by the Trust with the Commission one or more
registration statements on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

     (b) to determine the states in which to take appropriate action to qualify
or register for sale all or part of the Preferred Securities and to do any and
all such acts, other than actions which must be taken by the Trust, and advise
the Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such states;

     (c) if so determined by the Sponsor, to prepare for filing by the Trust an
application to the NYSE or any other national stock exchange or the NASDAQ
National Market for listing or quotation upon notice of issuance of the
Preferred Securities;

     (d) if so determined by the Sponsor, to prepare for filing by the Trust
with the Commission a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) of the Exchange
Act, including any amendments thereto; and

     (e) to negotiate the terms of and execute and deliver the Underwriting
Agreement providing for the issuance of the Preferred Securities.

SECTION 4.3 Right to Proceed.
            ----------------

          The Sponsor acknowledges the rights of the Holders of Preferred
Securities, in the event that a failure of the Trust to pay Distributions on the
Preferred Securities is attributable to the failure of the Debenture Issuer to
pay the principal of or interest on the Debentures, to institute a proceeding
directly against the Debenture Issuer for enforcement of its payment obligations
in respect of the Debentures.

SECTION 4.4 Right to Dissolve Trust.
            -----------------------

          The Sponsor will have the right at any time to dissolve the Trust and,
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holders of Preferred Securities to recognize gain or loss for United States
federal income tax purposes and (ii) all required regulatory approvals.

                                       27

<PAGE>

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1 Number of Trustees; Appointment of Co-Trustee.
            ---------------------------------------------

          The number of Trustees initially shall be four (4), and:

     (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

     (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
--------  -------
two (2); provided further that (1) one Trustee, in the case of a natural person,
         -------- -------
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the time be located,
the Holders of a Majority in Liquidation Amount of the Common Securities acting
as a class at a meeting of the Holders of the Common Securities, and the
Administrative Trustees shall have power to appoint one or more Persons either
to act as a co-trustee, jointly with the Property Trustee, of all or any part of
the Trust Property, or to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of this Declaration. In case an Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make any such
appointment of a co-trustee.

SECTION 5.2 Delaware Trustee.
            ----------------

          For so long as required by the Business Trust Act, the Delaware
Trustee shall be:

     (a) a natural person who is a resident of the State of Delaware; or

     (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law,

                                       28

<PAGE>

provided, however, that, if the Property Trustee has its principal place of
--------  -------
business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

          The initial Delaware Trustee shall be:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Telephone: (302) 651-1000
          Telecopier: (302) 651-8882

SECTION 5.3 Property Trustee; Eligibility.
            -----------------------------

     (a) There shall at all times be one Trustee (the "Property Trustee") which
shall act as Property Trustee and which shall:

               (i) not be an Affiliate of the Sponsor; and

               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any State or Territory thereof or
          of the District of Columbia, or a corporation or Person permitted by
          the Commission to act as an indenture trustee under the Trust
          Indenture Act, authorized under such laws to exercise corporate trust
          powers, having a combined capital and surplus of at least fifty
          million U.S. dollars ($50,000,000), and subject to supervision or
          examination by federal, state, territorial or District of Columbia
          authority. If such corporation publishes reports of condition at least
          annually, pursuant to law or to the requirements of the supervising or
          examining authority referred to above, then for the purposes of this
          Section 5.3(a)(ii), the combined capital and surplus of such
          corporation shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.6(c).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 330(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in Section 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.

     (d) The Preferred Securities Guarantee shall be deemed to be specifically
described in this Declaration for purposes of clause (i) of the first provison
contained in Section 310 (b) of the Trust Indenture Act.

                                       29

<PAGE>

     (e) The initial Property Trustee shall be:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Telephone: (302) 651-1000
          Telecopier: (302) 651-8882

SECTION 5.4 Certain Qualifications of Administrative Trustees and Delaware
            --------------------------------------------------------------
            Trustee Generally.
            -----------------

          Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

SECTION 5.5 Administrative Trustees.
            -----------------------

          The initial Administrative Trustees shall be:

          Joseph R. Ficalora
          Robert Wann
          Thomas R. Cangemi
          c/o New York Community Bancorp, Inc.
          615 Merrick Avenue
          Westbury, New York 11590
          Telephone: (516) 683-4100
          Telecopier: (516) 683-8344

     (a) Except as otherwise expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

     (b) Unless otherwise required by the Business Trust Act or other applicable
law, any Administrative Trustee acting alone is authorized to execute on behalf
of the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

     (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

                                       30

<PAGE>

SECTION 5.6 Appointment, Removal and Resignation of Trustees.
            ------------------------------------------------

     (a) Subject to Section 5.6(b) hereof and to Section 6(b) of Annex I hereto,
Trustees may be appointed or removed without cause at any time:

               (i) until the issuance of any Securities,  by written  instrument
          executed by the Sponsor;

               (ii) unless an Event of Default shall have occurred and be
          continuing after the issuance of any Securities, by vote of the
          Holders of a Majority in Liquidation Amount of the Common Securities
          voting as a class at a meeting of the Holders of the Common
          Securities; and

               (iii) if an Event of Default shall have occurred and be
          continuing after the issuance of the Securities, with respect to the
          Property Trustee or the Delaware Trustee, by vote of Holders of a
          Majority in Liquidation Amount of the Preferred Securities voting as a
          class at a meeting of Holders of the Preferred Securities, and with
          respect to the Administrative Trustees, in the manner set forth in
          Section 5.6(a)(ii) hereof.

               (b) (i) The Trustee that acts as Property Trustee shall not be
          removed in accordance with Section 5.6(a) until a Successor Property
          Trustee has been appointed and has accepted such appointment by
          written instrument executed by such Successor Property Trustee and
          delivered to the removed Property Trustee, the Administrative Trustees
          and the Sponsor; and

               (ii) the Trustee that acts as Delaware Trustee shall not be
          removed in accordance with this Section 5.6(a) until a successor
          Trustee possessing the qualifications to act as Delaware Trustee under
          Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
          appointed and has accepted such appointment by written instrument
          executed by such Successor Delaware Trustee and delivered to the
          removed Delaware Trustee, the Property Trustee (if the removed
          Delaware Trustee is not also the Property Trustee), the Administrative
          Trustees and the Sponsor.

     (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the other
Trustees, the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
                                                               --------
however, that:
-------

               (i) No such  resignation of the Trustee that acts as the Property
          Trustee shall be effective:

               (A) until a Successor Property Trustee has been appointed and has
               accepted such appointment by instrument executed by such
               Successor Property Trustee and delivered to the Trust, the
               Sponsor, the Delaware

                                       31

<PAGE>

               Trustee (if the resigning Property Trustee is not also the
               Delaware Trustee) and the resigning Property Trustee; or

               (B) until the assets of the Trust have been completely liquidated
               and the proceeds thereof distributed to the Holders; and

               (ii) no such resignation of the Trustee that acts as the Delaware
          Trustee shall be effective until a Successor Delaware Trustee has been
          appointed and has accepted such appointment by instrument executed by
          such Successor Dela ware Trustee and delivered to the Trust, the
          Property Trustee (if the resigning Delaware Trustee is not also the
          Property Trustee), the Sponsor and the resigning Delaware Trustee.

     (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred Securities shall use their best efforts to promptly
appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.6.

     (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper to prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

     (f) No Property Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     (g) At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may be
owed to such Trustee pursuant to Section 10.4.

     (h) Any successor Delaware Trustee shall file an amendment to the
Certificate of Trust with the Secretary of State of the State of Delaware
identifying the name and principal place of business of such Successor Delaware
Trustee in the State of Delaware.

SECTION 5.7 Vacancies Among Trustees.
            ------------------------

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.l, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

                                       32

<PAGE>

SECTION 5.8 Effect of Vacancies.
            -------------------

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, liquidate or annul the Trust or to terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

SECTION 5.9 Meetings.
            --------

          If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that, a Quorum is present, or without a meeting
                        -------- ----
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

SECTION 5.10 Delegation of Power.
             -------------------

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing.

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Declaration.

                                       33

<PAGE>

SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business.
             -----------------------------------------------------------

          Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be, may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Property
Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of
the Property Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Property Trustee or the Delaware Trustee, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided such Person shall be otherwise
qualified and eligible under this Article and provided further that such Person
shall file an amendment to the Certificate of Trust with the Delaware Secretary
of State as contemplated in Section 5.6(h).

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1 Distributions.
            -------------

          Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest and
Additional Sums), premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders in accordance with the terms of the Securities.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities.
             --------------------------------------

     (a) The Administrative Trustees shall, on behalf of the Trust, issue one
class of capital securities representing undivided preferred beneficial
interests in the assets of the Trust having such terms as are set forth in Annex
I (the "Preferred Securities") and one class of common securities representing
undivided common beneficial interests in the assets of the Trust having such
terms as are set forth in Annex I (the "Common Securities"). The Trust shall
issue no securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

     (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued and, subject to the
terms of this Declaration, fully

                                       34

<PAGE>

paid and nonassessable undivided beneficial interests in the assets of the Trust
and entitled to the benefits of this Declaration, and the Holders thereof shall
be entitled to the benefits of this Declaration.

     (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2 Execution and Authentication.
            ----------------------------

     (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Declaration any such
person was not an Administrative Trustee.

     (b) One Administrative Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by an
Administrative Trustee on behalf of the Trust, an Administrative Trustee shall
sign the Common Securities for the Trust by manual signature.

          A Preferred Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Declaration. A Common Security shall be valid upon
execution by an Administrative Trustee without any act of the Property Trustee.

          Upon receipt of an Issuer Order to do so, the Property Trustee shall
authenticate the Preferred Securities for original issue. The aggregate number
of Preferred Securities outstanding at any time shall not exceed the number set
forth in Annex I hereto except as provided in Section 7.6.

          The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee hereunder with respect to the Sponsor or an Affiliate.

                                       35

<PAGE>

SECTION 7.3 Form and Dating.
            ---------------

          The Preferred Securities shall be evidenced by one or more
certificates substantially in the form of Exhibit A-1, and the Common Securities
shall be evidenced by one or more certificates substantially in the form of
Exhibit A-2. The Property Trustee's certificate of authentication shall be
substantially in the form set forth in Exhibit A-1. Certificates representing
the Securities may be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to an Administrative Trustee, as
evidenced by the execution thereof. The Securities may have letters, "CUSIP" or
other numbers, notations or other marks of identification or designation and
such legends or endorsements required by law, stock exchange rule, agreements to
which the Trust is subject, if any, or usage, provided that, any such notation,
                                              -------- ----
legend or endorsement is in a form acceptable to the Administrative Trustees, as
evidenced by their execution thereof. The Trust at the direction of the Sponsor,
shall furnish any such legend not contained in Exhibit A-1 to the Property
Trustee in writing. Each Preferred Security shall be dated the date of its
authentication. The terms and provisions of the Securities set forth in Annex I
and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the
terms of this Declaration and, to the extent applicable, the Property Trustee
and the Sponsor, by their execution and delivery of this Declaration, expressly
agree to such terms and provisions and to be bound thereby.

     (a) Global Preferred Security. Unless otherwise specified in the terms of
         -------------------------
the Preferred Securities set forth in Annex I, the Preferred Securities
Certificates, on original issuance, will be executed and issued by the Trust and
authenticated by the Property Trustee in the form of one or more,
fully-registered, global Preferred Security Certificates (each a "Global
Certificate"), to be delivered to DTC, the initial Depository Institution, by,
or on behalf of, the Trust or which shall be deposited on behalf of the
purchasers of the Preferred Securities represented thereby with the Property
Trustee, at its Corporate Trust Office, as custodian for the Clearing Agency,
and registered in the name of the Clearing Agency or a nominee of the Clearing
Agency, duly executed by the Trust and authenticated by the Property Trustee as
hereinafter provided. The number of Preferred Capital Securities represented by
the Global Capital Securities may from time to time be increased or decreased by
adjustments made on the records of the Property Trustee and the Clearing Agency
or its nominee as hereinafter provided. Such Global Certificates shall initially
be registered on the books and records of the Trust in the name of DTC or its
nominee, and no Preferred Security Beneficial Owner will receive a Definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Certificates, except as provided in Section
9.7.

     (b) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
         ---------------------
Global Preferred Security and such other Preferred Securities in global form as
may be authorized by the Trust to be deposited with or on behalf of the Clearing
Agency.

          An Administrative Trustee shall execute and the Property Trustee
shall, in accordance with this Section 7.3, authenticate and make available for
delivery initially a single Global Preferred Security that (i) shall be
registered in the name of Cede & Co. or other nominee of such Clearing Agency,
and (ii) shall be delivered by the Property Trustee to such Clearing Agency or
pursuant to such Clearing Agency's written instructions or, if no such written
instructions are received by the Property Trustee, held by the Property Trustee
as custodian for the Clearing Agency.

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Declaration with respect to the Global Preferred
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under

                                       36

<PAGE>

such Global Preferred Security, and the Clearing Agency may be treated by the
Trust, the Property Trustee and any agent of the Trust or the Property Trustee
as the absolute owner of such Global Preferred Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trust, the Property Trustee or any agent of the Trust or the Property Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency and
its Participants, the operation of customary practices of such Clearing Agency
governing the exercise of the rights of a holder of a beneficial interest in the
Global Preferred Security.

     (c) Definitive Preferred Securities. Except as provided in Section 7.9 or
         -------------------------------
9.2(f)(i), owners of beneficial interests in the Global Preferred Security will
not be entitled to receive physical delivery of certificated Preferred
Securities ("Definitive Preferred Securities").

SECTION 7.4 Registrar, Paying Agent and Exchange Agent.
            ------------------------------------------

          The Trust shall maintain in Wilmington, Delaware (i) an office or
agency where Preferred Securities may be presented for registration of transfer
("Registrar"), (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent") and (iii) an office or agency where
Securities may be presented for exchange ("Exchange Agent"). The Registrar shall
keep a register of the Preferred Securities and of their transfer. The Trust may
appoint the Registrar, the Paying Agent and the Exchange Agent and may appoint
one or more co-registrars, one or more additional paying agents and one or more
additional Exchange Agents in such other locations as it shall determine. The
term "Registrar" includes any additional registrar, the term "Paying Agent"
includes any additional paying agent and the term "Exchange Agent" includes any
additional Exchange Agent. The Trust may change any Paying Agent, Registrar,
co-registrar or Exchange Agent without prior notice to any Holder. The Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written notice
to the Property Trustee, the Administrative Trustees and the Sponsor. The Trust
shall notify the Property Trustee of the name and address of any Agent not a
party to this Declaration. If the Trust fails to appoint or maintain another
entity as Registrar, Paying Agent or Exchange Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent,
Registrar, or Exchange Agent. The Trust shall act as Paying Agent, Registrar and
Exchange Agent for the Common Securities.

          The Trust initially appoints the Property Trustee as Registrar, Paying
Agent and Exchange Agent for the Preferred Securities.

SECTION 7.5 Paying Agent to Hold Money in Trust.
            -----------------------------------

          The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions, and will notify the
Property Trustee if there are insufficient funds for such purpose. While any
such insufficiency continues, the Property Trustee may require a Paying Agent to
pay all money held by it to the Property Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Property Trustee and
to account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money. If the Trust or the Sponsor or

                                       37

<PAGE>

an Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.

SECTION 7.6 Replacement Securities.
            ----------------------

          If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall, upon receipt of an Issuer Order to do so, authenticate and make
available for delivery a replacement Security if the Property Trustee's
requirements are met. An indemnity bond must be provided by the Holder which, in
the judgment of the Property Trustee, is sufficient to protect the Trustees, the
Sponsor, the Trust or any authenticating agent from any loss which any of them
may suffer if a Security is replaced. The Trust may charge such Holder for its
expenses in replacing a Security.

SECTION 7.7 Outstanding Preferred Securities.
            ---------------------------------

          The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

          If a Preferred Security is replaced, paid or purchased pursuant to
Section 7.6 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced, paid or purchased Preferred
Security is held by a bona fide purchaser.

          If Preferred Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

          A Preferred Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

SECTION 7.8 Preferred Securities in Treasury.
            --------------------------------

          In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Securities
which the Property Trustee actually knows are so owned shall be so disregarded.

SECTION 7.9 Temporary Securities.
            --------------------

     (a) Until Definitive Preferred Securities are ready for delivery, the Trust
may prepare and, in the case of the Preferred Securities, the Property Trustee
shall, upon receipt of an Issuer Order to do so, authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
Definitive Preferred Securities but may have variations that the Trust considers
appropriate for temporary Securities. Without unreasonable delay, the Trust
shall prepare and, in

                                       38

<PAGE>

the case of the Preferred Securities, the Property Trustee shall, upon receipt
of an Issuer Order to do so, authenticate Definitive Preferred Securities in
exchange for temporary Securities.

     (b) The Global Preferred Security deposited with the Clearing Agency or
with the Property Trustee as custodian for the Clearing Agency pursuant to
Section 7.3 shall be transferred to the beneficial owners thereof in the form of
Definitive Preferred Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Sponsor that it is unwilling or unable
to continue as Clearing Agency for such Global Preferred Security or if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act, and, in each case, a clearing agency is not appointed by the
Sponsor within 90 days of receipt of such notice or of becoming aware of such
condition, (ii) a Default or an Event of Default has occurred and is continuing,
or (iii) the Trust at its sole discretion elects to cause the issuance of
Definitive Preferred Securities.

     (c) Any Global Preferred Security that is transferable to the beneficial
owners thereof in the form of Definitive Preferred Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
to be so transferred, in whole or from time to time in part, without charge, and
the Property Trustee shall authenticate and make available for delivery, upon
such transfer of each portion of such Global Preferred Security, an equal
aggregate liquidation amount of Preferred Securities of authorized denominations
in the form of Definitive Preferred Securities. Any portion of the Global
Preferred Security transferred pursuant to this Section shall be registered in
such names as the Clearing Agency shall direct.

     (d) Subject to the provisions of Section 7.9(c), the Holder of the Global
Preferred Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this Declaration
or the Securities.

     (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Preferred Securities in fully registered form
without distribution coupons.

SECTION 7.10   Cancellation.
               ------------

          The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Preferred Securities surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of canceled Preferred Securities in accordance with its customary
procedures unless the Trust otherwise directs. The Trust may not issue new
Preferred Securities to replace Preferred Securities that it has paid or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

SECTION 7.11 CUSIP Numbers.
             -------------

          The Trust in issuing the Preferred Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Preferred
Securities; provided that, any such notice
            -------- ----

                                       39

<PAGE>

may state that no representation is made as to the correctness of such numbers
either as printed on the Preferred Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Preferred Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Sponsor will
promptly notify the Property Trustee of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1 Dissolution of Trust.
            --------------------

     (a) The Trust shall automatically dissolve:

               (i) upon the bankruptcy of the Sponsor;

               (ii) upon the filing of a certificate of dissolution or
          liquidation or its equivalent with respect to the Sponsor; or the
          revocation of the Sponsor's charter and the expiration of 90 days
          after the date of revocation without a reinstatement thereof;

               (iii) following the distribution of a Like Amount of the
          Debentures to the Holders, provided that, the Property Trustee has
                                     -------------
          received written notice from the Sponsor directing the Property
          Trustee to dissolve the Trust (which direction is optional, and except
          as otherwise expressly provided below, within the discretion of the
          Sponsor), and provided, further, that such direction and such
                        --------  -------
          distribution is conditioned on (a) the receipt by the Sponsor of any
          and all required regulatory approvals, and (b) the Sponsor's receipt
          and delivery to the Administrative Trustees of an opinion of
          independent tax counsel experienced in such matters, which opinion may
          rely on public or private rulings of the Internal Revenue Service, to
          the effect that the Holders of the Preferred Securities will not
          recognize any gain or loss for United States federal income tax
          purposes as a result of the dissolution of the Trust and the
          distribution of Debentures;

               (iv) upon the entry of a decree of judicial dissolution of the
          Trust by a court of competent jurisdiction;

               (v) when all of the Securities shall have been called for
          redemption and the amounts necessary for redemption thereof shall have
          been paid to the Holders in accordance with the terms of the
          Securities;

               (vi) upon the redemption or repayment of the Debentures or at
          such time as no Debentures are outstanding; or

               (vii) the expiration of the term of the Trust provided in Section
          3.14.

     (b) As soon as is practicable upon completion of winding up of the Trust
following the occurrence of an event referred to in Section 8.1(a) and the
satisfaction of creditors of the Trust in accordance with applicable law, the
Administrative Trustees shall terminate the Trust by

                                       40

<PAGE>

filing a certificate of cancellation with the Secretary of State of the State of
Delaware in accordance with the Business Trust Act.

     (c) The provisions of Section 3.9 and Article X shall survive the
dissolution and termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities.
            ----------------------

     (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in accordance
with the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

     (b) Subject to this Article IX, Preferred Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

     (c) For so long as the Securities remain outstanding, the Sponsor agrees
(i) not to transfer ownership of the Common Securities of the Trust, provided
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of the Common Securities, (ii) not to cause, as Sponsor
of the Trust, or to permit, as Holder of the Common Securities, the dissolution,
winding-up or liquidation of the Trust, except as provided in this Declaration
and (iii) to use its best efforts to cause the Trust (a) to remain a business
trust, except in connection with the distribution of Debentures to the Holders
in liquidation of the Trust, the redemption of all of the Securities, or certain
mergers, consolidations or amalgamations, each as permitted by this Declaration,
and (b) to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes.

     (d) The Registrar shall provide for the registration of Preferred
Securities and of the transfer of Preferred Securities, which will be effected
without charge but only upon payment (with such indemnity as the Registrar may
require) in respect of any tax or other governmental charges that may be imposed
in relation to it. Upon surrender for registration of transfer of any Preferred
Securities, an Administrative Trustee shall cause one or more new Preferred
Securities to be issued in the name of the designated transferee or transferees.
Every Preferred Security surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing. Each Preferred Security surrendered for registration of transfer
shall be delivered to the Registrar and canceled in accordance with Section
7.10. A transferee of a Preferred Security shall be entitled to the rights and
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Preferred Security. By acceptance of a Preferred Security or any
interest therein, each transferee shall be deemed to have agreed to be bound by
this Declaration.

                                       41

<PAGE>

SECTION 9.2 Transfer Procedures and Restrictions.
            ------------------------------------

     (a) Transfer and Exchange of Definitive Preferred Securities. When
         --------------------------------------------------------
Definitive Preferred Securities are presented to the Registrar or co-registrar:

          (x) to register the transfer of such Definitive Preferred Securities;
     or

          (y) to exchange such Definitive Preferred Securities which became
     mutilated, destroyed, defaced, stolen or lost, for an equal number of
     Definitive Preferred Securities, the Registrar or co-registrar shall
     register the transfer or make the exchange as requested if its reasonable
     requirements for such transaction are met;

     provided, however, that the Definitive Preferred Securities surrendered for
     --------  -------
     registration of transfer or exchange:

               (i) shall be duly endorsed or accompanied by a written instrument
          of transfer in form reasonably satisfactory to the Trust and the
          Registrar or co-registrar, duly executed by the Holder thereof or his
          attorney duly authorized in writing;

     (b) Restrictions on Transfer of a Definitive Preferred Security for a
         -----------------------------------------------------------------
Beneficial Interest in the Global Preferred Security. A Definitive Preferred
----------------------------------------------------
Security may not be exchanged for a beneficial interest in the Global Preferred
Security except upon satisfaction of the requirements set forth below. Upon
receipt by the Property Trustee of a Definitive Preferred Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee, together with written instructions
directing the Property Trustee to make, or to direct the Clearing Agency to
make, an adjustment on its books and records with respect to the Global
Preferred Security to reflect an increase in the number of the Preferred
Securities represented by such Global Preferred Security,

then the Property Trustee shall cancel such Definitive Preferred Security and
cause, or direct the Clearing Agency to cause, the aggregate number of Preferred
Securities represented by the Global Preferred Security to be increased
accordingly. If the Global Preferred Security is not then outstanding, an
Administrative Trustee on behalf of the Trust shall issue and the Property
Trustee shall authenticate, upon written order of any Administrative Trustee, a
new Global Preferred Security representing an appropriate number of Preferred
Securities.

     (c) Transfer and Exchange of the Global Preferred Security. Subject to
         ------------------------------------------------------
Section 9.2(f), the transfer and exchange of the Global Preferred Security or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with this Declaration (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

     (d) Transfer of a Beneficial Interest in the Global Preferred Security for
         ----------------------------------------------------------------------
a Definitive Preferred Security.
-------------------------------

               (i) Any Person having a beneficial interest in the Global
          Preferred Security may upon request, but only upon 20 days prior
          notice to the Property

                                       42

<PAGE>

          Trustee, and if accompanied by the information specified below,
          exchange such beneficial interest for a Definitive Preferred Security
          representing the same number of Preferred Securities. Upon receipt by
          the Property Trustee from the Clearing Agency or its nominee on behalf
          of any Person having a beneficial interest in the Global Preferred
          Security of written instructions or such other form of instructions as
          is customary for the Clearing Agency and certification(s) from the
          transferor in a form substantially similar to that attached hereto as
          the form of "Assignment" in Exhibit A-1, which may be submitted by
          facsimile, then the Property Trustee will cause the aggregate number
          of Preferred Securities represented by the Global Preferred Security
          to be reduced on its books and records and, following such reduction,
          the Trust will execute and the Property Trustee will authenticate and
          make available for delivery to the transferee a Definitive Preferred
          Security.

               (ii) Definitive Preferred Securities issued in exchange for a
          beneficial interest in the Global Preferred Security pursuant to this
          Section 9.2(e) shall be registered in such names and in such
          authorized denominations as the Clearing Agency, pursuant to
          instructions from its Clearing Agency Participants or indirect
          participants or otherwise, shall instruct the Property Trustee in
          writing. The Property Trustee shall deliver such Preferred Securities
          to the Persons in whose names such Preferred Securities are so
          registered in accordance with such instructions of the Clearing
          Agency.

     (e) Restrictions on Transfer and Exchange of the Global Preferred Security.
         ----------------------------------------------------------------------
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in subsection (h) of this Section 9.2), the Global
Preferred Security may not be transferred as a whole except by the Clearing
Agency to a nominee of the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.

     (f) Authentication of Definitive Preferred Securities. If at any time:
         -------------------------------------------------

               (i) a Default or an Event of Default has occurred and is
          continuing,

               (ii) the Trust, in its sole discretion, notifies the Property
          Trustee in writing that it elects to cause the issuance of Definitive
          Preferred Securities under this Declaration, or

               (ii) the Clearing Agency notifies the Sponsor that it is
          unwilling or unable to continue as Clearing Agency for such Global
          Preferred Security or if at any time such Clearing Agency ceases to be
          a "clearing agency" registered under the Exchange Act, and, in each
          case, a clearing agency is not appointed by the Sponsor within 90 days
          of receipt of such notice or of becoming aware of such condition,

then an Administrative Trustee on behalf of the Trust will execute, and the
Property Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the authentication and delivery of Definitive
Preferred Securities to the Persons designated by the

                                       43

<PAGE>

Trust, will authenticate and make available for delivery Definitive Preferred
Securities, equal in number to the number of Preferred Securities represented by
the Global Preferred Security, in exchange for such Global Preferred Security.

     (g)  Cancellation or Adjustment of Global Preferred Security. At such time
          -------------------------------------------------------
          as all beneficial interests in the Global Preferred Security have
          either been exchanged for Definitive Preferred Securities to the
          extent permitted by this Declaration or redeemed, repurchased or
          canceled in accordance with the terms of this Declaration, such Global
          Preferred Security shall be returned to the Clearing Agency for
          cancellation or retained and canceled by the Property Trustee. At any
          time prior to such cancellation, if any beneficial interest in the
          Global Preferred Security is exchanged for Definitive Preferred
          Securities, Preferred Securities represented by such Global Preferred
          Security shall be reduced and an adjustment shall be made on the books
          and records of the Property Trustee and the Clearing Agency or its
          nominee to reflect such reduction.

     (h)  Obligations with Respect to Transfers and Exchanges of Preferred
          ----------------------------------------------------------------
          Securities.
          ----------

               (i) To permit registrations of transfers and exchanges, the Trust
          shall execute and the Property Trustee shall authenticate Definitive
          Preferred Securities and the Global Preferred Security at the
          Registrar's or co-registrar's request in accordance with the terms of
          this Declaration.

               (ii)Registrations of transfers or exchanges will be effected
          without charge, but only upon payment (with such indemnity as the
          Trust or the Sponsor may require) in respect of any tax or other
          governmental charge that may be imposed in relation to it.

               (iii) The Registrar or co-registrar shall not be required to
          register the transfer of or exchange of (a) Preferred Securities
          during a period beginning at the opening of business 15 days before
          the day of mailing of a notice of redemption or any notice of
          selection of Preferred Securities for redemption and ending at the
          close of business on the day of such mailing or (b) any Preferred
          Security so selected for redemption in whole or in part, except the
          unredeemed portion of any Preferred Security being redeemed in part.

               (iv)Prior to the due presentation for registration of transfer of
          any Preferred Security, the Trust, the Property Trustee, the Paying
          Agent, the Registrar or any co-registrar may deem and treat the Person
          in whose name a Preferred Security is registered as the absolute owner
          of such Preferred Security for the purpose of receiving Distributions
          on such Preferred Security and for all other purposes whatsoever, and
          none of the Trust, the Property Trustee, the Paying Agent, the
          Registrar or any co-registrar shall be affected by notice to the
          contrary.

               (v) All Preferred Securities issued upon any registration of
          transfer or exchange pursuant to the terms of this Declaration shall
          evidence the same security and shall be entitled to the same benefits
          under this Declaration as the Preferred Securities surrendered upon
          such registration of transfer or exchange.

                                       44

<PAGE>

     (i)  No Obligation of the Property Trustee.
          -------------------------------------

               (i) The Property Trustee shall have no responsibility or
          obligation to any Preferred Security Beneficial Owner, a Participant
          in the Clearing Agency or other Person with respect to the accuracy of
          the records of the Clearing Agency or its nominee or of any
          Participant thereof, with respect to any ownership interest in the
          Preferred Securities or with respect to the delivery to any
          Participant, beneficial owner or other Person (other than the Clearing
          Agency) of any notice (including any notice of redemption) or the
          payment of any amount, under or with respect to such Preferred
          Securities. All notices and communications to be given to the Holders
          and all payments to be made to Holders under the Preferred Securities
          shall be given or made only to or upon the order of the registered
          Holders (which shall be the Clearing Agency or its nominee in the case
          of the Global Preferred Security). The rights of Preferred Security
          Beneficial Owners shall be exercised only through the Clearing Agency
          subject to the applicable rules and procedures of the Clearing Agency.
          The Property Trustee may conclusively rely and shall be fully
          protected in relying upon information furnished by the Clearing Agency
          or any agent thereof with respect to its Participants and any
          Preferred Security Beneficial Owners.

               (ii)The Property Trustee and the Registrar shall have no
          obligation or duty to monitor, determine or inquire as to compliance
          with any restrictions on transfer imposed under this Declaration or
          under applicable law with respect to any transfer of any interest in
          any Preferred Security (including any transfers between or among
          Clearing Agency Participants or Preferred Security Beneficial Owners)
          other than to require delivery of such certificates and other
          documentation or evidence as are expressly required by, and to do so
          if and when expressly required by, the terms of this Declaration, and
          to examine the same to determine substantial compliance as to form
          with the express requirements hereof.

SECTION 9.3 Deemed Security Holders.
            -----------------------

          The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner and Holder of
such Security for purposes of receiving Distributions and for all other purposes
whatsoever and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Security on the part of any Person, whether
or not the Trust shall have actual or other notice thereof.

SECTION 9.4 Book-Entry Interests.
            --------------------

          The Global Preferred Security shall initially be registered on the
books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency and no Preferred Security Beneficial Owner will receive physical
delivery of a definitive Preferred Security certificate (a "Preferred Security
Certificate") representing such Preferred Security Beneficial Owner's interests
in such Global Preferred Security, except as provided in Section 9.2 and Section
7.9. Unless and until Definitive Preferred Securities have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.2 or Section 7.9:

                                       45

<PAGE>

     (a) the provisions of this Section 9.4 shall be in full force and effect;

     (b) the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Preferred Security and receiving approvals, votes or
consents hereunder) as the sole Holder of the Global Preferred Security and
shall have no obligation to the Preferred Security Beneficial Owners;

     (c) to the extent that the provisions of this Section 9.4 conflict with any
other provisions of this Declaration, the provisions of this Section 9.4 shall
control; and

     (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants, and the
Clearing Agency shall receive and transmit payments of Distributions on the
Global Preferred Security to such Clearing Agency Participants; provided,
                                                                --------
however, that solely for the purposes of determining whether the Holders of the
-------
requisite amount of Preferred Securities have voted on any matter provided for
in this Declaration, the Trustees, with respect to the Global Preferred
Security, may conclusively rely on, and shall be protected in relying on, any
written instrument (including a proxy) delivered to the Trustees by the Clearing
Agency setting forth the Preferred Security Beneficial Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part; and the Clearing Agency will also make book-entry transfers among
the Clearing Agency Participants.

SECTION 9.5 Notices to Clearing Agency.
            --------------------------

          Whenever a notice or other communication to the Preferred Security
Holders is required to be given by a Trustee under this Declaration, such
Trustee shall give all such notices and communications specified herein to be
given to the Holder of the Global Preferred Security to the Clearing Agency and
shall have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6 Appointment of Successor Clearing Agency.
            ----------------------------------------

          If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability.
             ---------

     (a) Except as expressly set forth in this Declaration, the Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

                                       46

<PAGE>

               (i) personally liable for the return of any portion of the
          capital contributions (or any return thereon) of the Holders which
          shall be made solely from assets of the Trust; and

               (ii) required to pay to the Trust or to any Holder any deficit
          upon dissolution of the Trust or otherwise.

     (b) The Sponsor shall be liable for all of the debts and obligations of the
Trust (other than in respect of the Securities).

     (c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

SECTION 10.2 Exculpation.
             -----------

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or in the case
of the Property Trustee or the Delaware Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and, if selected by such Indemnified Person who has been selected
with reasonable care by or on behalf of the Trust, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders might properly be paid.

SECTION 10.3 Fiduciary Duty.
             --------------

     (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

     (b) Unless otherwise expressly provided herein:

               (i) whenever a conflict of interest exists or arises between any
          Covered Person and any Indemnified Person, or

                                       47

<PAGE>

               (ii) whenever this Declaration or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

     (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

               (i) in its "discretion" or under a grant of similar authority,
          the Indemnified Person shall be entitled to consider such interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any consideration to any interest of or
          factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
          Indemnified Person shall act under such express standard and shall not
          be subject to any other or different standard imposed by this
          Declaration or by applicable law.

SECTION 10.4 Indemnification.
             ---------------

     (a) (i) The Sponsor shall indemnify, to the full extent permitted by law,
any Company Indemnified Person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person, against expenses (including attorneys' fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

               (ii) The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Trust to procure a

                                       48

<PAGE>

judgment in its favor by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees and expenses)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust
and except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such Person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.

               (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
or she shall be indemnified, to the full extent permitted by law, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

               (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in paragraphs (i) and (ii).
Such determination shall be made (1) by the Administrative Trustees by a
majority vote of a Quorum consisting of such Administrative Trustees who were
not parties to such action, suit or proceeding, (2) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by the Common Security Holder of the Trust.

               (v) Expenses (including attorneys' fees and expenses) incurred by
a Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Sponsor in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Sponsor as authorized in this Section 10.4(a). Notwithstanding the foregoing, no
advance shall be made by the Sponsor if a determination is reasonably and
promptly made (i) by the Administrative Trustees by a majority vote of a Quorum
of disinterested Administrative Trustees, (ii) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion or (iii)
by the Common Security Holder of the Trust, that, based upon the facts known to
the Administrative Trustees, counsel or the Common Security Holder at the time
such determination is made, such Company Indemnified Person acted in bad faith
or in a manner that the Common Security Holder did not believe to be in, or
believed was opposed to, the best interests of the Trust, or, with respect to
any criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his or her conduct was unlawful. In no event shall
any advance be made in instances where the Administrative Trustees, independent
legal counsel or Common Security Holder

                                       49

<PAGE>

reasonably determine that a Company Indemnified Person deliberately breached his
or her duty to the Trust or its Common or Preferred Security Holders.

               (vi) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not
be deemed exclusive of any other rights to which those seeking indemnification
and advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Preferred Security
Holders of the Trust or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Sponsor and each Company Indemnified Person who serves in
such capacity at any time while this Section 10.4(a) is in effect. Any repeal or
modification of this Section 10.4(a) shall not affect any rights or obligations
then existing.

               (vii) The Sponsor or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Debenture Issuer would have the power to indemnify him or her against such
liability under the provisions of this Section 10.4(a).

               (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
or she would have with respect to such constituent entity if its separate
existence had continued.

               (ix) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided
when authorized or ratified, continue as to a Person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a Person.

     (b) The Sponsor agrees to indemnify the (i) Property Trustee, (ii) the
Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware
Trustee, and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee (each of the Persons in (i) through (iv),
including the Property Trustee and the Delaware Trustee in their respective
individual capacities, being referred to as a "Fiduciary Indemnified Person")
for, and to hold each Fiduciary Indemnified Person harmless against, any and all
loss, liability, damage, action, suit, claim or expense including taxes (other
than taxes based on the income of such Fiduciary Indemnified Person) of any kind
and nature whatsoever incurred without negligence or bad faith on the part of
such Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
against or investigating any claim or liability in connection with the exercise
or performance of any of the powers or duties of such Fiduciary Indemnified
Person hereunder. The Sponsor agrees to advance expenses (including legal fees)

                                       50

<PAGE>

incurred by a Fiduciary Indemnified Person in defending any claim, demand,
action, suit or proceeding, from time to time, prior to the final disposition of
such claim, demand, action, suit or proceeding, upon receipt by the Sponsor of
an undertaking by or on behalf of such Fiduciary Indemnified Person to repay
such amount if it shall be determined that such Fiduciary Indemnified Person is
not entitled to be indemnified as authorized in this subsection. The obligations
as set forth in this Section 10.4(b) shall survive the resignation or removal of
the Property Trustee or the Delaware Trustee, the termination of the Trust and
the satisfaction and discharge of this Declaration.

     (c) The Sponsor agrees to pay the Property Trustee and the Delaware
Trustee, from time to time, such compensation for all services rendered by the
Property Trustee and the Delaware Trustee hereunder as may be mutually agreed
upon in writing by the Sponsor and the Property Trustee or the Delaware Trustee,
as the case may be, and, except as otherwise expressly provided herein, to
reimburse the Property Trustee and the Delaware Trustee upon its or their
request for all reasonable expenses (including legal fees and expenses),
disbursements and advances incurred or made by the Property Trustee or the
Delaware Trustee, as the case may be, in accordance with the provisions of this
Declaration, except any such expense, disbursement or advance as may be
attributable to its or their negligence or bad faith.

SECTION 10.5 Outside Businesses.
             ------------------

          Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1 Fiscal Year.
             -----------

          The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

                                       51

<PAGE>

SECTION 11.2 Certain Accounting Matters.
             --------------------------

     (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Administrative Trustees shall endeavor to
deliver all such information statements within 30 days after the end of each
Fiscal Year of the Trust.

     (c) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

SECTION 11.3 Banking.
             -------

          The Trust may maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
                               --------  -------
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
                                           --------  -------
Trustee shall designate the signatories for the Property Trustee Account.

SECTION 11.4 Withholding.
             -----------

          The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall cause
to be filed required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to Distributions or allocations to any Holder, the amount
withheld shall be deemed to be a Distribution in the amount of the withholding
to the Holder. In the event of any claim of excess withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual

                                       52

<PAGE>

Distributions made, the Trust may reduce subsequent Distributions by the amount
of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments.
             ----------

     (a) Except as otherwise provided in this Declaration (including Section 7
of Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed
by:

               (i) the Sponsor and the Administrative Trustees (or, if there are
          more than two Administrative Trustees, a majority of the
          Administrative Trustees);

               (ii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Property Trustee, the Property
          Trustee; and

               (iii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Delaware Trustee, the Delaware
          Trustee.

     (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:

               (i) unless, in the case of any proposed amendment, the Property
          Trustee shall have first received an Officers' Certificate from each
          of the Trust and the Sponsor that such amendment is permitted by, and
          conforms to, the terms of this Declaration (including the terms of the
          Securities);

               (ii) unless, in the case of any proposed amendment which affects
          the rights, powers, duties, obligations or immunities of the Property
          Trustee, the Property Trustee shall have first received:

               (A) an Officers' Certificate from each of the Trust and the
               Sponsor that such amendment is permitted by, and conforms to, the
               terms of this Declaration (including the terms of the
               Securities); and

               (B) an Opinion of Counsel (who may be counsel to the Sponsor or
               the Trust) that such amendment is permitted by, and conforms to,
               the terms of this Declaration (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied;

provided, however, that the Property Trustee shall not be required to sign any
--------  -------
such amendment; and

               (iii) to the extent the result of such amendment would be to:

                                       53

<PAGE>

               (A) cause the Trust to fail to continue to be classified for
               purposes of United States federal income taxation as a grantor
               trust;

               (B) reduce or otherwise adversely affect the powers of the
               Property Trustee in contravention of the Trust Indenture Act; or

               (C) cause the Trust to be deemed to be an Investment Company
               required to be registered under the Investment Company Act.

     (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder (other than an amendment pursuant to (g) below) may be
effected only with such additional requirements as may be set forth in the terms
of such Securities;

     (d) Section 10.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders;

     (e) Article Four shall not be amended without the consent of the Holders of
a Majority in Liquidation Amount of the Common Securities;

     (f) The rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in Liquidation Amount
of the Common Securities; and

     (g) Notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders to:

               (i) cure any ambiguity, correct or supplement any provision in
          this Declaration that may be inconsistent with any other provision of
          this Declaration or to make any other provisions with respect to
          matters or questions arising under this Declaration which shall not be
          inconsistent with the other provisions of the Declaration;

               (ii) to modify, eliminate or add to any provisions of the
          Declaration to such extent as shall be necessary to ensure that the
          Trust will be classified for United States federal income tax purposes
          as a grantor trust at all times that any Securities are outstanding or
          to ensure that the Trust will not be required to register as an
          Investment Company under the Investment Company Act; and

               (iii) to modify, eliminate or add any provisions of the
          Declaration to such extent as shall be necessary to enable the Trust
          or the Sponsor to conduct an Exchange Offer in the manner contemplated
          by the Registration Rights Agreement;

provided, however, that in each clause above, such action shall not adversely
--------  -------
affect in any material respect the interests of the Holders, and any such
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

                                       54

<PAGE>

SECTION 12.2 Meetings of the Holders; Action by Written Consent.
             --------------------------------------------------

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more notices in writing stating that the signing Holders wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders calling a meeting shall specify in writing the Preferred
Security Certificates held by the Holders exercising the right to call a meeting
and only those Securities specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.

     (b) Except to the extent otherwise provided in the terms of the Securities,
the following provisions shall apply to meetings of Holders:

               (i) notice of any such meeting shall be given to all the Holders
          having a right to vote thereat at least seven days and not more than
          60 days before the date of such meeting. Whenever a vote, consent or
          approval of the Holders is permitted or required under this
          Declaration or the rules of any stock exchange on which the Preferred
          Securities are listed or admitted for trading, such vote, consent or
          approval may be given at a meeting of the Holders; any action that may
          be taken at a meeting of the Holders may be taken without a meeting if
          a consent in writing setting forth the action so taken is signed by
          the Holders owning not less than the minimum amount of Securities in
          liquidation amount that would be necessary to authorize or take such
          action at a meeting at which all Holders having a right to vote
          thereon were present and voting; prompt notice of the taking of action
          without a meeting shall be given to the Holders entitled to vote who
          have not consented in writing; and the Administrative Trustees may
          specify that any written ballot submitted to the Security Holder for
          the purpose of taking any action without a meeting shall be returned
          to the Trust within the time specified by the Administrative Trustees;

               (ii) each Holder may authorize any Person to act for it by proxy
          on all matters in which a Holder is entitled to participate, including
          waiving notice of any meeting, or voting or participating at a
          meeting; no proxy shall be valid after the expiration of eleven months
          from the date thereof unless otherwise provided in the proxy; every
          proxy shall be revocable at the pleasure of the Holder executing it;
          and, except as otherwise provided herein, all matters relating to the
          giving, voting or validity of proxies shall be governed by the General
          Corporation Law of the State of Delaware relating to proxies, and
          judicial interpretations thereunder, as if the Trust were a Delaware
          corporation and the Holders were stockholders of a Delaware
          corporation;

                                       55

<PAGE>

               (iii) each meeting of the Holders shall be conducted by the
          Administrative Trustees or by such other Person that the
          Administrative Trustees may designate; and

               (iv) unless the Business Trust Act, this Declaration, the terms
          of the Securities, the Trust Indenture Act or the listing rules of any
          stock exchange on which the Preferred Securities are then listed or
          trading, otherwise provides, the Administrative Trustees, in their
          sole discretion, shall establish all other provisions relating to
          meetings of Holders, including notice of the time, place or purpose of
          any meeting at which any matter is to be voted on by any Holders,
          waiver of any such notice, action by consent without a meeting, the
          establishment of a record date, quorum requirements, voting in person
          or by proxy or any other matter with respect to the exercise of any
          such right to vote.

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1  Representations and Warranties of Property Trustee.
              --------------------------------------------------

          The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

     (a) the Property Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or the State of
Delaware as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

     (b) the execution, delivery and performance by the Property Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Property Trustee; and this Declaration has been duly executed and
delivered by the Property Trustee and under Delaware law (excluding any
securities laws) constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

     (c) the execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee; and

     (d) no consent, approval or authorization of, or registration with or
notice to, any federal or state banking authority governing the trust powers of
the Property Trustee is required for the execution, delivery or performance by
the Property Trustee of this Declaration.

                                       56

<PAGE>

SECTION 13.2 Representations and Warranties of Delaware Trustee.
             --------------------------------------------------

          The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

     (a) the Delaware Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or the State of
Delaware, as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

     (b) the execution, delivery and performance by the Delaware Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Delaware Trustee; and this Declaration has been duly executed and
delivered by the Delaware Trustee and under Delaware law (excluding any
securities laws) constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

     (c) the execution, delivery and performance of this Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Delaware Trustee; and

     (d) no consent, approval or authorization of, or registration with or
notice to, any federal or Delaware banking authority governing the trust powers
of the Delaware Trustee is required for the execution, delivery or performance
by the Delaware Trustee of this Declaration; and

     (e) the Delaware Trustee is a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware, and is a Person that satisfies for the
Trust Section 3807(a) of the Business Trust Act.

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1 Notices.
             -------

          All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy, as
follows:

                                       57

<PAGE>

     (f) if given to the Trust, in care of the Administrative Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders):

          New York Community Capital Trust
                                          --
          c/o New York Community Bancorp, Inc.
          615 Merrick Avenue
          Westbury, New York 11590
          Attention: Thomas R. Cangemi
          Telephone: (516) 683-4100
          Telecopier: (516) 683-8344

     (g) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders):

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Attention: Corporate Trust Administration
          Telephone: (302) 651-1000
          Telecopier: (302) 651-8882

     (h) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Holders):

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Telephone: (302) 651-1000
          Telecopier: (302) 651-8882

     (i) if given to the Holder of the Common Securities, at the mailing address
of the Sponsor set forth below (or such other address as the Holder of the
Common Securities may give notice to the Trust):

          New York Community Bancorp, Inc.
          615 Merrick Avenue
          Westbury, New York 11590
          Attention: Joseph R. Ficalora
          Telephone: (516) 683-4100
          Telecopier: (516) 683-4424

     (j) if given to any other Holder, at the address set forth on the books and
records of the Trust.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a

                                       58

<PAGE>

notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

SECTION 14.2 Governing Law.
             -------------

          This Declaration and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to conflict of laws principles thereof.

SECTION 14.3 Intention of the Parties.
             ------------------------

          It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

SECTION 14.4 Headings.
             --------

          Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.5 Successors and Assigns.
             ----------------------

          Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION 14.6 Partial Enforceability.
             ----------------------

          If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 14.7 Counterparts.
             ------------

          This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one or more of such counterpart signature
pages. All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had
signed a single signature page.

                                       59

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                      ------------------------------------------
                                      Joseph R. Ficalaro
                                      as Administrative Trustee


                                      ------------------------------------------
                                      Robert Wann
                                      as Administrative Trustee


                                      ------------------------------------------
                                      Thomas R. Cangemi
                                      as Administrative Trustee


                                      WILMINGTON TRUST COMPANY
                                      as Delaware Trustee


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


                                      WILMINGTON TRUST COMPANY
                                      as Property Trustee


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


                                      NEW YORK COMMUNITY BANCORP, INC.,
                                      as Sponsor and Debenture Issuer


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

<PAGE>

                                     ANNEX I

                                    TERMS OF
                              PREFERRED SECURITIES
                                COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration, dated
as of   , 2002 (as amended from time to time, the "Declaration"), the
      --
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Securities are set out below (each capitalized term used but
not defined herein has the meaning set forth in the Declaration, the Indenture
or, if not defined in such Declaration or Indenture, as defined in the Offering
Memorandum referred to below in Section 2(c) of this Annex I):

     1.  Designation and Number.
         ----------------------

     (a) Preferred Securities.    Securities of the Trust with an aggregate
         --------------------  --
liquidation amount with respect to the assets of the Trust of   ($  ) and with a
                                                              --  --
liquidation amount with respect to the assets of the Trust of One Thousand
Dollars ($1,000) (the "Liquidation Amount") per security, are hereby designated
for the purposes of identification only as Preferred Securities. The
certificates evidencing the Preferred Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by ordinary usage, custom or practice
or to conform to the rules of any exchange or quotation system on or in which
the Preferred Securities are listed, traded or quoted.

     (b) Common Securities.    Common Securities of the Trust with an aggregate
         -----------------  --
liquidation amount with respect to the assets of the Trust of   ($  ) and a
                                                              --  --
liquidation amount with respect to the assets of the Trust of $1,000 per
security, are hereby designated for the purposes of identification only as
"Common Securities" (the "Common Securities"). The certificates evidencing the
Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

     (c) The Preferred Securities and the Common Securities represent undivided
beneficial interests in the assets of the Trust.

     2.  Distributions.
         -------------

     (a) Distributions payable on each Security will be fixed at a rate per
annum of   (the "Coupon Rate") of the stated liquidation amount of    per
         --                                                        --
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at the Coupon Rate
("Compound Interest") (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest (including Additional Interest and Compound Interest) payable unless
otherwise stated. A Distribution will be made by the Property Trustee only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Trust has funds available in the
Property Trustee Account. The amount of Distributions payable for any
period will be computed for any

                                      I-1

<PAGE>

full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full quarterly Distribution
period for which Distributions are computed, Distributions will be computed on
the basis of the actual number of days elapsed per calendar month (but not to
exceed 30 days in any month).

     (b) Distributions on the Securities will be cumulative, will accrue from
                                                                              --
and, except as otherwise described below, will be payable quarterly in arrears,
on   ,   ,   and   of each year, commencing on   when, as and if available for
   -- --  --     --                           --
payment, except as otherwise described below (each, a "Distribution Payment
Date"). So long as the Debenture Issuer shall not be in default in the payment
of interest on the Debentures, the Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters (each an "Extension Period"), during which
Extension Period no interest shall be due and payable on the Debentures,
provided that no Extension Period shall last beyond the Stated Maturity of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly to the extent permitted by law during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further extend such Extension Period; provided that such
Extension Period, together with all such previous and further extensions
thereof, may not exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Debentures. Any interest accrued on the Debentures during an
Extension Period shall be paid Pro Rata to holders of Debentures on the first
payment date following the Extension Period and the Payment Amount shall be paid
Pro Rata to the Holders on the first Distribution Payment Date following the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements. In the event that the Debenture
Issuer exercises this right, then (i) the Debenture Issuer shall not declare or
pay any dividend on, make a distribution with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of its capital stock
(other than (a) purchases or acquisitions of shares of its common stock in
connection with the satisfaction by the Debenture Issuer of its obligations
under any employee benefit plans or any other contractual obligation of the
Debenture Issuer (other than a contractual obligation ranking pari passu with or
junior to the Debentures), (b) as a result of a reclassification of the
Debenture Issuer's capital stock or the exchange or conversion of one class or
series of the Debenture Issuer's capital stock for another class of the
Debenture Issuer's capital stock or (c) the purchase of fractional interests in
shares of the Debenture Issuer's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged), (ii) the Debenture Issuer shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Debenture Issuer that rank pari passu with or junior to
such Debentures and (iii) the Debenture Issuer shall not make any guarantee
payments with respect to the foregoing (other than pursuant to the Preferred
Securities Guarantee).

     (c) Distributions on the Securities will be payable promptly by the
Property Trustee upon receipt of immediately available funds to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which will be, as long as the Preferred Securities remain in
book-entry form, one Business Day prior to the relevant payment date and, in the
event the Preferred Securities are not in book-entry form, the 15th day of the

                                      I-2

<PAGE>

month in which the relevant payment date occurs. The record dates and
distribution dates shall be the same as the record dates and payment dates on
the Debentures. Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of the Debenture Issuer
having failed to make the corresponding interest payment on the Debentures, will
forthwith cease to be payable to the Person in whose name such Securities are
registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered on
the special record date established by the Administrative Trustees, which record
date shall correspond to the special record date or other specified date
determined in accordance with the Indenture; provided, however, that
Distributions shall not be considered payable on any Distribution Payment Date
falling within an Extension Period unless the Debenture Issuer has elected to
make a full or partial payment of interest accrued on the Debentures on such
Distribution Payment Date. Distributions on the Securities will be paid by the
Trust. All Distributions paid with respect to the Securities shall be paid on a
Pro Rata basis to Holders thereof entitled thereto. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

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

     (e) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders.

     3.   Liquidation Distribution Upon Dissolution.
          -----------------------------------------

          In the event of any dissolution of the Trust, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing to the Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by the Property Trustee not to be practicable, in
which event such Holders will be entitled to receive out of the assets of the
Trust legally available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the liquidation amount of $1,000 per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

          "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to the principal amount
of Debentures to be paid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the

                                      I-3

<PAGE>

liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Securities of the Holder to whom such Debentures are
distributed.

          If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets legally available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust with respect to the Securities shall be paid on a Pro Rata
basis.

     4.   Redemption and Distribution.
          ---------------------------

     (a) Upon the repayment of the Debentures in whole or in part, at maturity
or otherwise (either at the option of the Debenture Issuer or pursuant to a
Special Event, as described below), the proceeds from such repayment shall be
simultaneously applied by the Property Trustee (subject to the Property Trustee
having received written notice no later than 45 days prior to such repayment) to
redeem a Like Amount of the Securities at a redemption price equal to (i) in the
case of the repayment of the Debentures on the Maturity Date, the Maturity
Redemption Price (as defined below), (ii) in the case of the optional prepayment
of the Debentures prior to the Initial Optional Redemption Date and upon the
occurrence and continuation of a Special Event, the Special Event Redemption
Price (as defined below) and (iii) in the case of the optional prepayment of the
Debentures on or after the Initial Optional Redemption Date, the Optional
Redemption Price (as defined below). The Maturity Redemption Price, the Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the "Redemption Price". Holders will be given not less than 30
nor more than 60 days prior written notice of such redemption.

     (b) (i) The "Maturity Redemption Price" shall mean an amount equal to 100%
of the principal of, plus accrued and unpaid interest (including Compounded
Interest and Additional Sums, if any, thereon to the date of redemption) on, the
Debentures as of the Maturity Date thereof.

          (ii) The Debenture Issuer shall have the right (subject to the
conditions in the Indenture) to elect to prepay the Debentures, in whole or in
part, at any time on or after December 28, 2006 (the "Initial Optional
Redemption Date"), and, simultaneous with such prepayment, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Optional Redemption
Price on a Pro Rata basis. "Optional Redemption Price" shall mean an amount
equal to 100% of the Liquidation Amount of the Securities to be redeemed, plus,
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption.

     (c) If at any time an Investment Company Event, a Regulatory Capital Event
or a Tax Event (each as defined below, and each a "Special Event") occurs, the
Debenture Issuer shall have the right (subject to the conditions set forth in
the Indenture) at any time prior to the Initial Optional Redemption Date, to
prepay the Debentures in whole, but not in part, within the 90 days following
the occurrence of such Special Event (the "90 Day Period"), and, simultaneous
with such prepayment, to cause a Like Amount of the Securities to be redeemed by
the Trust at the Special Event Redemption Price on a Pro Rata basis.

          "Investment Company Event" shall mean the receipt by the Debenture
Issuer and the Trust of an opinion of independent securities counsel experienced
in such matters to the

                                      I-4

<PAGE>

effect that as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any rules, guidelines or policies of any applicable regulatory
authority for the Debenture Issuer or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of original issuance of the
Securities, the Trust is, or within 90 days of the date of such opinion will be,
considered an Investment Company that is required to be registered under the
Investment Company Act.

          "Regulatory Capital Event" shall mean the receipt by the Debenture
Issuer and the Trust of an opinion of independent bank regulatory counsel
experienced in such matters to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of an applicable regulatory authority for the Debenture Issuer or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Securities, the Preferred Securities do not constitute, or
within 90 days of the date of such opinion will not constitute, Tier 1 Capital
(or its then equivalent if the Sponsor were subject to such capital
requirement); provided, however, that the distribution of the Debentures in
              --------  -------
connection with the liquidation of the Trust by the Debenture Issuer shall not
in and of itself constitute a Regulatory Capital Event.

          "Special Event Redemption Price" shall mean, with respect to any
redemption of the Securities following a Special Event, an amount in cash equal
to 100% of the principal amount of the Securities plus any accrued and unpaid
interest thereon (including Compounded Interest and Additional Sums, if any) to
the date of such redemption.

          A "Tax Event" shall occur upon receipt by the Debenture Issuer and the
Trust of an opinion of independent tax counsel experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of original issuance of the Securities, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the Debentures, (ii) the interest payable by the Debenture Issuer on
the Debentures is not, or within 90 days of the date of such opinion will not
be, deductible by the Debenture Issuer, in whole or in part, for federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

     (d) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities shall be redeemed Pro Rata and the Preferred Securities to
be redeemed will be determined as described in Section 4(g)(ii) below. Upon the
entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, the Debentures thereafter will be subject to optional redemption,
in whole, but not in part, on or after the Initial Optional Redemption Date.

                                      I-5

<PAGE>

     (e) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency 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 Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent beneficial interests in a Like Amount of Debentures until
such certificates are presented to the Debenture Issuer or its agent for
transfer or reissue.

     (f) The Trust may not redeem fewer than all the outstanding Securities
unless all accumulated and unpaid Distributions have been paid on all Securities
for all semi-annual Distribution periods terminating on or before the date of
redemption.

     (g) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

          (i) Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by the Trust by mail to each Holder of Securities to
     be redeemed or exchanged not fewer than 30 nor more than 60 days before the
     date fixed for redemption or exchange thereof which, in the case of a
     redemption, will be the date fixed for redemption of the Debentures. For
     purposes of the calculation of the date of redemption or exchange and the
     dates on which notices are given pursuant to this Section 4(g)(i), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders.
     Each Redemption/Distribution Notice shall be addressed to the Holders at
     the address of each such Holder appearing in the books and records of the
     Trust. No defect in the Redemption/Distribution Notice or in the mailing of
     either thereof with respect to any Holder shall affect the validity of the
     redemption or exchange proceedings with respect to any other Holder.

          (ii) In the event that fewer than all the outstanding Securities are
     to be redeemed, the particular Securities to be redeemed shall be selected
     on a Pro Rata basis (based upon Liquidation Amounts) not more than 60 nor
     less than 30 days prior to the date fixed for redemption from the
     outstanding Securities not previously called for redemption; provided,
                                                                  --------
     however, that with respect to Holders that would be required to hold less
     -------
     than 100 but more than zero Securities as a result of such redemption, the
     Trust shall redeem Securities of each such Holder so that after such
     redemption such Holder shall hold either 100 Securities or such Holder no
     longer holds any Securities, and shall use such method (including, without
     limitation, by lot) as the Trust shall deem fair and appropriate; provided,
                                                                       --------
     further, that any such redemption may be made on the basis of the aggregate
     -------
     Liquidation Amount of Securities held by each Holder thereof and may be
     made by making such adjustments as the Trust deems fair and appropriate in
     order that fractional Securities shall not thereafter remain outstanding.
     With respect to Preferred Securities registered in the name of and held of
     record by the Clearing Agency or its nominee (or any successor Clearing
     Agency or its nominee) or any nominee, the distribution of the proceeds of
     such redemption will be made to the Clearing Agency and

                                      I-6

<PAGE>

     disbursed by such Clearing Agency in accordance with the procedures applied
     by such agency or nominee.

          (iii) If Securities are to be redeemed and the Trust gives a
     Redemption/ Distribution Notice (which notice will be irrevocable), then
     (A) with respect to Preferred Securities issued in book-entry form, by
     12:00 noon, New York City time, on the redemption date, provided that the
                                                             -------------
     Debenture Issuer has paid the Property Trustee a sufficient amount of cash
     in connection with the related redemption or maturity of the Debentures by
     10:00 a.m., New York City time, on the Maturity Date or the date of
     redemption, as the case requires, the Property Trustee will deposit
     irrevocably with the Clearing Agency or its nominee (or successor Clearing
     Agency or its nominee) immediately available funds sufficient to pay the
     applicable Redemption Price with respect to such Preferred Securities and
     will give the Clearing Agency irrevocable instructions and authority to pay
     the Redemption Price to the relevant Clearing Agency Participants, and (B)
     with respect to Preferred Securities issued in certificated form and Common
     Securities, provided that the Debenture Issuer has paid the Property
                 -------- ----
     Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures, the Property Trustee will
     irrevocably deposit with the paying agent for the Preferred Securities (if
     other than the Property Trustee) funds sufficient to pay the applicable
     Redemption Price to the Holders by check mailed to the address of the
     relevant Holder appearing on the books and records of the Trust on the
     redemption date, and provided further, that any such payment shall become
                          ----------------
     due only upon surrender by the Holder of the related certificated Preferred
     Securities. If a Redemption/ Distribution Notice shall have been given and
     funds deposited as required, if applicable, then immediately prior to the
     close of business on the date of such deposit, or on the redemption date,
     as applicable, Distributions will cease to accumulate on the Securities so
     called for redemption and all rights of Holders so called for redemption
     will cease, except the right of the Holders of such Securities to receive
     the Redemption Price, but without interest on such Redemption Price, and
     such Securities shall cease to be outstanding.

          (iv) Payment of accumulated and unpaid Distributions on the Redemption
     Date of the Securities will be subject to the rights of Holders at the
     close of business on a regular record date in respect of a Distribution
     Date occurring on or prior to such Redemption Date.

          Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of (i) any Securities beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Securities for redemption or (ii) any
Securities selected for redemption, except the unredeemed portion of any
Security being redeemed. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay). If payment of the Redemption
Price with respect to any Securities is improperly withheld or refused and not
paid either by the Property Trustee or by the Sponsor as guarantor pursuant to
the relevant Securities Guarantee, Distributions on such Securities will
continue to accumulate from the original redemption date to the actual date of
payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.

                                      I-7

<PAGE>

          (v) Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) with respect to Preferred Securities
     issued in book-entry form, the Clearing Agency or its nominee (or any
     successor Clearing Agency or its nominee), (B) with respect to Preferred
     Securities issued in certificated form, to the Holders thereof, and (C)
     with respect to the Common Securities, to the Holders thereof.

          (vi) Subject to the foregoing and applicable law (including, without
     limitation, United States federal securities laws and banking laws), the
     Sponsor or any of its subsidiaries may at any time and from time to time
     purchase outstanding Preferred Securities by tender, in the open market or
     by private agreement.

     5.   Voting Rights - Preferred Securities.
          ------------------------------------

     (a) Except as provided under Sections 5(b), 6(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in Liquidation Amount
of all outstanding Preferred Securities; provided, however, that where a consent
                                         --------  -------
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities except by subsequent vote of such Holders.
The Property Trustee shall notify each Holder of Preferred Securities of any
notice of default with respect to the Debentures. In addition to obtaining the
foregoing approvals of such Holders of the Preferred Securities, prior to taking
any of the foregoing actions, the Trustees shall obtain an opinion of counsel
experienced in such matters to the effect that the Trust will continue to be
classified as a grantor trust for United States federal income tax purposes
after taking any such action into account.

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or, in the
case of redemption, on the redemption date), then a Holder of Preferred
Securities may institute a proceeding directly against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or interest on a Like
Amount of Debentures (a "Direct Action") on or after the respective due date
specified in the Debentures. In connection with such Direct Action, the Common
Securities Holder will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Debenture Issuer to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
second preceding sentence, or except as set forth in the first sentence of
Section 3.8(e) of the Declaration, the Holders of Preferred Securities will not
be able to exercise directly any other remedy available to the holders of the
Debentures.

                                      I-8

<PAGE>

          Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Property Trustee will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consent.

          No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

          Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

     6.   Voting Rights - Common Securities.
          ---------------------------------

     (a) Except as provided under Sections 6(b), 6(c), and 7 or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

     (b) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the Holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
Holders of a Majority in Liquidation Amount of the outstanding Preferred
Securities. In no event will the Holders of the Preferred Securities have the
right to vote to appoint, remove or replace the Administrative Trustees, which
voting rights are vested exclusively in the Sponsor as the Holder of the Common
Securities. No resignation or removal of a Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

     (c) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in Liquidation Amount
of all outstanding Common Securities; provided, however, that where a consent
                                      --------  -------
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote

                                      I-9

<PAGE>

of the Holders of the Common Securities except by subsequent vote of such
Holders. The Property Trustee shall notify each Holder of Common Securities of
any notice of default with respect to the Debentures. In addition to obtaining
the foregoing approvals of such Holders of the Common Securities, prior to
taking any of the foregoing actions, the Trustees shall obtain an opinion of
counsel experienced in such matters to the effect that the Trust will continue
to be classified as a grantor trust for United States federal income tax
purposes after taking any such action into account.

          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Common Securities
may institute a Direct Action directly against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or interest on a Like
Amount of Debentures on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Common
Securities Holder will be subordinated to the rights of Holders of Preferred
Securities in respect of any payment from the Debenture Issuer in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Common Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be taken, to be
mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought, and (iii) instructions for the
delivery of proxies or consents.

          No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

     7.   Amendments to Declaration.
          -------------------------

          In addition to the requirements set out in Section 12.1 of the
Declaration, the Declaration may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees without the consent of the
Holders to (i) cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provisions, or make any
other provisions with respect to matters or questions arising under the
Declaration which shall not be inconsistent with the other provisions of the
Declaration, or (ii) modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Securities are outstanding or to ensure that the Trust
will not be required to register as an Investment Company under the Investment
Company Act; provided,
             --------

                                      I-10

<PAGE>

however, that in each case, such action shall not adversely affect in any
-------
material respect the interests of any Holder, and any such amendments of the
Declaration shall become effective when notice thereof is given to the Holders.
The Declaration may also be amended by the Trustees and the Sponsor with (i) the
consent of Holders representing a Majority in Liquidation Amount of all
outstanding Securities, and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for United States federal income tax purposes or the
Trust's exemption from status as an Investment Company under the Investment
Company Act; provided, however, that, without the consent of each Holder of
             --------  -------
Trust Securities, the Declaration may not be amended to (i) change the amount or
timing of any Distribution on, or the payment required to be made in respect of,
the Trust Securities as of a specified date or (ii) restrict the right of a
Holder of Trust Securities to institute suit for the enforcement of any such
payment on or after such date.

     8.   Pro Rata.
          --------

          A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
                                                         --------
according to the aggregate liquidation amount of the Securities held by such
Holder in relation to the aggregate liquidation amount of all Securities
outstanding unless, in relation to a payment, an Event of Default under the
Declaration has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each Holder of the Preferred Securities
pro rata according to the aggregate liquidation amount of Preferred Securities
--------
held by such Holder relative to the aggregate liquidation amount of all
Preferred Securities outstanding and then, only after satisfaction of all
amounts owed to the Holders of the Preferred Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by such Holder relative to the aggregate liquidation
amount of all Common Securities outstanding.

     9.   Ranking.
          -------

          The Preferred Securities rank pari passu with the Common Securities
                                        ----------
and payment thereon shall be made Pro Rata with the Common Securities, except
that, if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Preferred Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and any other payments
to which they are entitled at such time.

     10.  Acceptance of Preferred Securities Guarantee, Common Securities
          ---------------------------------------------------------------
          Guarantee. Indenture and Debentures.
          -----------------------------------

          Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, the Common Securities Guarantee, the Indenture and the Debentures, as
applicable, including the subordination provisions therein.

                                      I-11

<PAGE>

     11.  No Preemptive Rights.
          --------------------

          Neither the issuance of Preferred Securities, nor the issuance of
Common Securities is subject to preemptive or other similar rights. The Holders
shall have no preemptive or similar rights to subscribe for any additional
securities.

     12.  Miscellaneous.
          -------------

          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee, as applicable, and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Trust at its principal place of business.

                                      I-12

<PAGE>

                                   EXHIBIT A-1

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

UNLESS THE PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                     FORM OF PREFERRED SECURITY CERTIFICATE

Certificate Number [ ]                        Number of Preferred Securities [ ]

CUSIP No.  [ ]
                  Certificate Evidencing Preferred Securities
                                       of
                       NEW YORK COMMUNITY CAPITAL TRUST
                                                        --

                         %    Preferred Securities
                       --  --
                 (liquidation amount   per Preferred Security)
                                    --

     NEW YORK COMMUNITY CAPITAL TRUST  , a statutory business trust formed under
                                     --
the laws of the State of Delaware (the "Trust"), hereby certifies that   (the
                                                                       --
"Holder") is the registered owner of   preferred securities of the Trust
                                     --
representing undivided beneficial interests in

                                      A1-1

<PAGE>

the assets of the Trust designated the    Preferred Securities (liquidation
                                       --
amount     per Preferred Security) (the "Preferred Securities"). The Preferred
       --
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of  , as the same may be amended from time to time (the "Declaration"),
           --
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Holder is entitled to
the benefits of the Preferred Securities Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     In addition, the Holder is deemed to have (i) agreed to the terms of the
Indenture and the Debentures, including that the Debentures are subordinate and
junior in right of payment to all present and future Senior Indebtedness and
Other Financial Obligations (as defined in the Indenture) as and to the extent
provided in the Indenture and (ii) agreed to the terms of the Preferred
Securities Guarantee, including that the Preferred Securities Guarantee is
subordinate and junior in right of payment to all other liabilities of the
Sponsor, including the Debentures, except those made pari passu or subordinate
by their terms, and pari passu with the most senior preferred or preference
stock now or hereafter issued by the Sponsor and with any guarantee now or
hereafter entered into by the Sponsor in respect of any preferred or preference
stock of any Affiliate of the Sponsor.

     THIS SECURITY IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A
BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures.

     Unless the Property Trustee's Certificate of Authentication hereon has been
properly executed, these Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Trust has executed this certificate.

                                      A1-2

<PAGE>

                                             NEW YORK COMMUNITY CAPITAL TRUST
                                                                              --


                                             By:
                                             Name:
                                             Title: Administrative Trustee

dated   ,
      --  --

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Preferred Securities referred to in the within-mentioned
Declaration.

                                                        WILMINGTON TRUST COMPANY

                                                        as Property Trustee


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

                                      A1-3

<PAGE>

                         [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Preferred Security will be fixed at a rate
per annum of   (the "Coupon Rate") of the stated liquidation amount of   per
             --                                                        --
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate ("Compound Interest") (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest (including Additional Interest and Compound Interest) payable
unless otherwise stated. A Distribution will be made by the Property Trustee
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has funds available
in the Property Trustee Account. The amount of Distributions payable for any
period will be computed for any full quarterly Distribution period on the basis
of a 360-day year of twelve 30-day months, and for any period shorter than a
full quarterly Distribution period for which Distributions are computed.
Distributions will be computed on the basis of the actual number of days elapsed
per calendar month (but not to exceed 30 days in any month).

     Except as otherwise described below, Distributions on the Preferred
Securities will be cumulative, will accrue from   and will be payable quarterly
                                                --
in arrears on [_], [_], [_] and [_] of each year, commencing on   to Holders of
                                                                --
record on the relevant record dates, which will be, as long as the Preferred
Securities remain in book-entry form, one Business Day prior to the relevant
payment date and, in the event the Preferred Securities are not in book-entry
form, the 15th day of the month in which the relevant payment date occurs. Such
payment dates shall correspond to the interest payment dates on the Debentures.
The Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period"), provided that no Extension Period shall last beyond the
date of the maturity of the Debentures and, as a consequence of such deferral,
quarterly Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

     The Preferred Securities shall be redeemable as provided in the
Declaration.

                              [FORM OF ASSIGNMENT]

                                      A1-4

<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

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

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

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

          (Insert address and zip code of
assignee) and irrevocably appoints

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

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

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

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:
     ---------------------------
Signature:
          -----------------------

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

(Signature(s) must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Trustee, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)

                                      A1-5

<PAGE>

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN CON - as tenants in common

     TEN ENT - as tenants in the entireties

     JT TEN - as joint tenants with right of survival

     UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

     Additional abbreviations may also be used though not in the above list.

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

                                   ASSIGNMENT

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

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Preferred
Security Certificate to:

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

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

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

            (Assignee's social security or tax identification number)

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

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

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

                       (Address and zip code of assignee)

and irrevocably appoints

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

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

-------------------------------------------------------------------------- agent
to transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date:
     ------------------------

Signature:
          ----------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

Signature Guarantee: Signature must be guaranteed by an "eligible guarantor
                     institution" that is a bank, stockbroker, savings and loan
                     association or credit union meeting the

                                      A1-6

<PAGE>

                     requirements of the Registrar, which requirements include
                     membership or participation in the Securities Transfer
                     Agents Medallion Program ("STAMP") or such other "signature
                     guarantee program" as may be determined by the Registrar in
                     addition to, or in substitution for, STAMP, all in
                     accordance with the Securities Exchange Act of 1934, as
                     amended.

                                      A1-7

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

     THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                                      A2-1

<PAGE>

This Certificate is not transferable except in compliance with Section 9.1(c) of
the Declaration.

                    Certificate Evidencing Common Securities

                                       of

                        New York Community Capital Trust
                                                         --

                                Common Securities
                   (liquidation amount $   per Common Security)
                                        --

          New York Community Capital Trust   , a statutory business trust
                                           --
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that New York Community Bancorp, Inc. (the "Holder") is the registered owner of
   common securities of the Trust representing undivided beneficial interests in
--
the assets of the Trust designated the Common Securities (liquidation amount $
   per Common Security) (the "Common Securities"). Subject to the terms of
--
Section 9.1(c) of the Declaration (as defined below), the Common Securities are
not transferable. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of the Trust dated as of   , 2002 as the same may be
                                              --
amended from time to time (the "Declaration"), including the designation of the
terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration, the
Common Securities Guarantee and the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Trust at its
principal place of business.

          Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Common Securities Guarantee to the extent provided therein.

          By acceptance hereof, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

          IN WITNESS WHEREOF, the Trust has executed this certificate this
                                                                           --
day of   .
       --
                                             NEW YORK COMMUNITY CAPITAL TRUST
                                                                              --


                                             By:
                                                --------------------------------
                                                Name:
                                                Administrative Trustee

                                      A2-2

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be fixed at a rate per
annum of   (the "Coupon Rate") of the stated liquidation amount of    per Common
         --                                                        --
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one quarter
will bear interest thereon compounded quarterly at the Coupon Rate ("Compound
Interest") (to the extent permitted by applicable law). The term "Distributions"
as used herein includes such cash distributions and any such interest (including
Additional Interest and Compound Interest) payable unless otherwise stated. A
Distribution will be made by the Property Trustee only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available in the Property Trustee
Account. The amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full quarterly Distribution
period for which Distributions are computed, Distributions will be computed on
the basis of the actual number of days elapsed per calendar month (but not to
exceed 30 days in any month).

     Except as otherwise described below, distributions on the Common Securities
will be cumulative, will accrue from    and will be payable quarterly in
                                     --
arrears, on [_], [_], [_] and [_] of each year, commencing on [_] to Holders of
record on the relevant record dates, which will be, as long as the Preferred
Securities remain in book-entry form, one Business Day prior to the relevant
payment date and, in the event the Preferred Securities are not in book-entry
form, the 15th day of the month in which the relevant payment date occurs. Such
payment dates shall correspond to the interest payment dates on the Debentures.
The Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period"), provided that no Extension Period shall last beyond the
date of the maturity of the Debentures and, as a consequence of such deferral,
quarterly Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity
date of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

     The Common Securities shall be redeemable as provided in the Declaration.

                              [FORM OF ASSIGNMENT]
                                   ASSIGNMENT

                                      A2-3