<PAGE>

                                                                Exhibit 4(h)(ii)

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

                               Dated as of   , 2002
                                           --

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

                            CROSS-REFERENCE TABLE(1)

Section of
Trust Indenture Act                                        Section of
of 1939, as amended                                        Declaration
-------------------                                        --------------------

310(a)                                                                      5.3
310(b)                                                           5.3(c); 5.3(d)
310(c)                                                           Not Applicable
311(a)                                                                   2.2(b)
311(b)                                                                   2.2(b)
311(c)                                                           Not Applicable
312(a)                                                                   2.2(a)
312(b)                                                                   2.2(b)
312(c)                                                           Not Applicable
313(a)                                                                      2.3
313(b)                                                                      2.3
313(c)                                                                      2.3
313(d)                                                                      2.3
314(a)                                                              2.4; 3.7(i)
314(b)                                                           Not Applicable
314(c)                                                                      2.5
314(d)                                                           Not Applicable
314(e)                                                                      2.5
314(f)                                                           Not Applicable
315(a)                                                          3.9(a); 3.10(a)
315(b)                                                                   2.7(a)
315(c)                                                                   3.9(a)
315(d)                                                                   3.9(b)
316(a)                                                     2.6; 6.10(b); 6.11(c)
316(b)                                                           Not Applicable
316(c)                                                           Not Applicable
317(a)                                                             3.8(h); 3.15
317(b)                                                           Not Applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
ARTICLE I INTERPRETATION AND DEFINITIONS................................................    1
   Section 1.1  Interpretation..........................................................    1
   Section 1.2  Definitions.............................................................    1

ARTICLE II TRUST INDENTURE ACT..........................................................   17
   Section 2.1  Trust Indenture Act; Application........................................   17
   Section 2.2  Lists of Holders........................................................   17
   Section 2.3  Reports by the Property Trustee.........................................   18
   Section 2.4  Periodic Reports to the Property Trustee................................   18
   Section 2.5  Evidence of Compliance with Conditions Precedent........................   18
   Section 2.6  Trust Enforcement Events; Waiver........................................   18
   Section 2.7  Trust Enforcement Events; Notice........................................   20

ARTICLE III ORGANIZATION................................................................   20
   Section 3.1  Name....................................................................   20
   Section 3.2  Office..................................................................   20
   Section 3.3  Purpose.................................................................   20
   Section 3.4  Authority...............................................................   21
   Section 3.5  Title to Property of the Trust..........................................   21
   Section 3.6  Prohibition of Actions by the Trust and the Trustees....................   21
   Section 3.7  Powers and Duties of the Administrative Trustees........................   23
   Section 3.8  Powers and Duties of the Property Trustee...............................   25
   Section 3.9  Certain Duties and Responsibilities of the Property Trustee.............   27
   Section 3.10 Certain Rights of the Property Trustee..................................   29
   Section 3.11 Powers and Duties of the Delaware Trustee...............................   31
   Section 3.12 Not Responsible for Recitals or Issuance of Securities..................   31
   Section 3.13 Duration of the Trust...................................................   32
   Section 3.14 Mergers, Consolidations, Conversions, Amalgamations
                   or Replacements of the Trust.........................................   32
   Section 3.15 Property Trustee May File Proofs of Claim...............................   34

ARTICLE IV SPONSOR......................................................................   35
   Section 4.1  Responsibilities of the Sponsor.........................................   35
   Section 4.2  Indemnification and Expenses of the Trustees............................   35
   Section 4.3  Right to Proceed........................................................   35

ARTICLE V TRUSTEES......................................................................   36
   Section 5.1  Number of Trustees......................................................   36
   Section 5.2  Delaware Trustee; Eligibility...........................................   36
   Section 5.3  Property Trustee; Eligibility...........................................   37
   Section 5.4  Qualifications of Administrative Trustees Generally.....................   37
   Section 5.5  Initial Administrative Trustees.........................................   38
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                        <C>
   Section 5.6  Appointment, Removal and Resignation of Trustees........................   38
   Section 5.7  Vacancies among Trustees................................................   39
   Section 5.8  Effect of Vacancies.....................................................   40
   Section 5.9  Meetings................................................................   40
   Section 5.10 Delegation of Power by the Administrative Trustees......................   40
   Section 5.11 Merger, Conversion, Consolidation or Succession to Business.............   41

ARTICLE VI  THE SECURITIES..............................................................   41
   Section 6.1  General Provisions Regarding the Securities.............................   42
   Section 6.2  Execution and Authentication............................................   43
   Section 6.3  Form and Dating.........................................................   44
   Section 6.4  The Sponsor's Purchase of the Common Securities.........................   45
   Section 6.5  Distributions...........................................................   45
   Section 6.6  Remarketing.............................................................   47
   Section 6.7  Limited Right to Require Exchange of Preferred Securities
                   and Repurchase of Debentures ........................................   54
   Section 6.8  Change of Control Right to Require Exchange of
                   Preferred Securities and Repurchase of Debentures....................   55
   Section 6.9  Redemption..............................................................   56
   Section 6.10 Distribution of Debentures in Exchange for Securities
                   Upon the Occurrence of a Special Event...............................   58
   Section 6.11 Voting Rights of the Preferred Securities...............................   60
   Section 6.12 Voting Rights of the Common Securities..................................   62
   Section 6.13 Ranking.................................................................   64
   Section 6.14 Registrar, Paying Agent and Transfer Agent..............................   64
   Section 6.15 Paying Agent to Hold Money in Trust.....................................   65
   Section 6.16 Replacement Securities..................................................   65
   Section 6.17 Outstanding Preferred Securities........................................   65
   Section 6.18 Preferred Securities in Treasury........................................   65
   Section 6.19 Deemed Security Holders.................................................   66
   Section 6.20 Cancellation............................................................   66
   Section 6.21 CUSIP Numbers...........................................................   66
   Section 6.22 Global Preferred Securities; Legends....................................   66

ARTICLE VII  TRANSFER OF SECURITIES.....................................................   73
   Section 7.1  Transfer of Securities..................................................   73
   Section 7.2  Separation and Rejoining of Units.......................................   76
   Section 7.3  Book-Entry Interests....................................................   77
   Section 7.4  Notices to Clearing Agency..............................................   78
   Section 7.5  Appointment of Successor Clearing Agency................................   78

ARTICLE VIII DISSOLUTION AND TERMINATION OF THE TRUST...................................   78
   Section 8.1  Dissolution and Termination of the Trust................................   78
   Section 8.2  Liquidation Distribution Upon Dissolution or Termination of the Trust...   79
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                        <C>
ARTICLE IX LIMITATION OF LIABILITY OF THE HOLDERS,
              THE TRUSTEES OR OTHERS....................................................   80
   Section 9.1  Liability...............................................................   80
   Section 9.2  Exculpation.............................................................   81
   Section 9.3  Fiduciary Duty..........................................................   81
   Section 9.4  Indemnification.........................................................   82
   Section 9.5  Outside Businesses......................................................   85

ARTICLE X  ACCOUNTING...................................................................   86
   Section 10.1 Fiscal Year.............................................................   86
   Section 10.2 Certain Accounting Matters..............................................   86
   Section 10.3 Banking.................................................................   87
   Section 10.4 Withholding.............................................................   87

ARTICLE XI  AMENDMENTS AND MEETINGS.....................................................   87
   Section 11.1 Amendments..............................................................   87
   Section 11.2 Meetings of the Holders; Action by Written Consent......................   90

ARTICLE XII   REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE..........   91
   Section 12.1 Representations and Warranties of the Property Trustee..................   91
   Section 12.2 Representations and Warranties of The Delaware Trustee..................   92

ARTICLE XIII  MISCELLANEOUS.............................................................   93
   Section 13.1 Notices.................................................................   93
   Section 13.2 Governing Law...........................................................   94
   Section 13.3 Intention of the Parties................................................   94
   Section 13.4 Headings................................................................   94
   Section 13.5 Successors and Assigns..................................................   94
   Section 13.6 Partial Enforceability..................................................   94
   Section 13.7 Counterparts............................................................   95
   Section 13.8 The Exchange Agent......................................................   95

EXHIBIT A Form of Preferred Security Certificate........................................   A-1
EXHIBIT B Form of Common Security Certificate...........................................   B-1
EXHIBIT C Form of Transfer Certificate (Rule 144A to Regulation S)......................   C-1
EXHIBIT D Form of Transfer Certificate (Regulation S to Rule 144A)......................   D-1
EXHIBIT E Form of Request for Removal of Securities Act Legend..........................   E-1
EXHIBIT F Form of Certificate for Exchange or Transfer from Restricted
         Regulation S Global Preferred Security to Permanent
         Regulation S Global Preferred Security.........................................   F-1
</TABLE>

                                       iii

<PAGE>

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a statutory 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 (as defined
herein) representing undivided beneficial interests in the assets of the Trust
issued hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

Section 1.1 Interpretation.

     Unless the context otherwise requires:

     (a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in Section 1.2;

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

     (c) all references to "this Declaration" are to this Declaration as
modified, supplemented or amended from time to time;

     (d) all references in this Declaration to Articles, Sections and Exhibits
are to Articles and Sections of 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; and

     (f) a reference to the singular includes the plural and vice versa, and a
reference to any masculine form of a term includes the feminine form of such
term, as applicable.

Section 1.2 Definitions.

     The following terms have the following meanings:

     "Accreted Value" means, on the date of determination:

          (1) with respect to any Security, the Accreted Value of a Debenture
having an aggregate principal amount equal to the aggregate stated liquidation
amount of such Security; and

          (2) with respect to any Debenture, the sum of:

               (i)  $  , which is (A) the purchase price paid by the Sponsor for
                     --
                    each

                                       1

<PAGE>

                    Common Security and (B) the portion of the initial purchase
                    price of a Unit that is allocated to a Preferred Security
                    (as provided under Section 3.1 of the Unit Agreement); plus

               (ii) accrual of the Discount, calculated from   , 2002 to the
                                                             --
                    date of determination at an all-in-yield of   % per annum on
                                                                --
                    a quarterly bond equivalent yield basis using a 360-day year
                    of twelve 30-days months until such sum equals $   on   ,
                                                                    --    --
                    20  ; less $   per quarter.
                      --        --

The "Discount" equals the difference between the principal amount of $   payable
                                                                      --
in respect of such Debenture on   , 20   and the initial purchase price of $  .
                                --    --                                    --

     "Administrative Trustee" has the meaning set forth in Section 5.4.

     "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 Transfer Agent.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for the beneficial interests in the Global Preferred Securities, the rules
and procedures of the Depositary that apply to such transfer or exchange.

     "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
Securities 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.

     "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in (i) the Borough of Manhattan in The City of New
York, or (ii) Wilmington, Delaware are authorized or required by law, regulation
or executive order to close.

     "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.

     "Calculation Agency Agreement" means the Calculation Agency Agreement,
dated as of   , 2002, between the Sponsor and the Calculation Agent, as amended,
            --
supplemented or replaced from time to time.

     "Calculation Agent" means Wilmington Trust Company, as initial Calculation
Agent under the Calculation Agreement, and any successor thereto.

                                       2

<PAGE>

     "Certificate" means a Common Securities Certificate or a Preferred
Securities Certificate.

     "Change of Control" shall be deemed to have occurred if:

          (1) the acquisition (other than open market purchases on any national
          securities exchange on which the Sponsor's capital stock is traded) by
          any person, including any syndicate or group deemed to be a "person"
          under Section 13(d)(3) of the Exchange Act of beneficial ownership,
          directly or indirectly, through a purchase, merger or other
          acquisition transaction or series of purchase, merger or other
          acquisition transactions of shares of the Sponsor's capital stock
          entitling that person to exercise 50% or more of the total voting
          power of all shares of the Sponsor's capital stock entitled to vote
          generally in elections of directors, other than any acquisition by the
          Sponsor, any of the Sponsor's subsidiaries or any of the Sponsor's
          employee benefit plans; or

          (2) the consolidation or merger of the Sponsor with or into any other
          person, any merger of another person into the Sponsor, or any
          conveyance, transfer, sale, lease or other disposition of all or
          substantially all of the Sponsor's properties and assets to another
          person, other than:

               (a) any transaction (A) that does not result in any
               reclassification, conversion, exchange or cancellation of
               outstanding shares of the Sponsor's capital stock and (B)
               notwithstanding such transaction, during any period of two
               consecutive years after such transaction individuals who at the
               beginning of such period constituted the Board of Directors of
               the Sponsor (together with any new directors whose election or
               appointment by such Board or whose nomination for election by the
               shareholders of the Sponsor was approved by a vote of not less
               than two-thirds of the Directors then still in office who were
               either directors at the beginning of such period or whose
               election or nomination for election was previously so approved)
               continue to constitute a majority of the Board of Directors of
               the Sponsor then in office; or

               (b) any merger solely for the purpose of changing the Sponsor's
               jurisdiction of incorporation and resulting in a
               reclassification, conversion or exchange of outstanding shares of
               common stock solely into shares of common stock of the surviving
               entity;

provided, that, a Change of Control shall not be deemed to have occurred if:

          (1) the closing sale price per share of the Sponsor's common stock for
          any five Trading Days within the period of 10 consecutive Trading Days
          ending immediately after the later of the Change of Control or the
          public announcement of the Change of Control, in the case of a Change
          of Control under the first clause

                                       3

<PAGE>

          above, or the period of 10 consecutive Trading Days ending immediately
          before the Change of Control, in the case of a Change of Control under
          the second clause above, equals or exceeds 110% of the Exercise Price
          of the Warrants (as adjusted at maturity; or (2) at least 90% of the
          consideration in the transaction or transactions constituting a Change
          of Control consists of shares of common stock traded or to be traded
          immediately following such Change of Control on a national securities
          exchange or the Nasdaq National Market and, as a result of such
          transaction or transactions, the warrants become exercisable solely
          into such common stock (and any rights attached thereto).

A beneficial owner of shares of the sponsor's capital Stock shall be determined
in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The
term "person" includes any syndicate or group which would be deemed to be a
"person" under Section 13(d)(3) of the Exchange Act.

     "Change of Control Notice Date" has the meaning set forth in Section 6.8.

     "Change of Control Repurchase Date" means the date which is 105 days
following the Change of Control Notice Date.

     "Change of Control Repurchase Price" means the Accreted Value of the
Debentures that are exchanged for Preferred Securities upon the exercise of the
Change of Control Repurchase Right plus accrued and unpaid interest (including
deferred interest) on such Debentures to, but excluding, the Change of Control
Repurchase Date.

     "Change of Control Repurchase Right" has the meaning set forth in 6.8.

     "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 the Global Preferred Securities 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 Date" means the "Closing Date" under the Purchase Agreement.

     "Closing Price" of any security on any date of determination means:

          (1) the closing sale price (or, if no closing sale price is reported,
          the last reported sale price) of such security on the New York Stock
          Exchange on such date;

                                       4

<PAGE>

          (2) if such security is not listed for trading on the New York Stock
          Exchange on any such date, the closing sale price as reported in the
          composite transactions for the principal U.S. securities exchange on
          which such security is so listed;

          (3) if such security is not so listed on a U.S. national or regional
          securities exchange, the closing sale price as reported by the Nasdaq
          National Market;

          (4) if such security is not so reported, the last quoted bid price for
          such security in the over-the-counter market as reported by the
          National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
          of the last bid and ask prices of such security on such date from at
          least three nationally recognized independent investment banking firms
          retained for this purpose by the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

     "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 set forth in Section 6.1(a).

     "Common Securities Certificate" means a certificate in fully registered
form representing Common Securities, substantially in the form of Exhibit B.

     "Common Stock" means the common stock of the Sponsor.

     "Company Issuer Indemnified Person" means:

     (1) any Administrative Trustee;

     (2) any Affiliate of any Administrative Trustee;

     (3) any officers, directors, shareholders, members, partners, employees,
         representatives or agents of any Administrative Trustee; or

     (4) any officer, employee or agent of the Trust or its Affiliates.

                                        5

<PAGE>

     "Compounded Distributions" has the meaning set forth in Section 6.5(b).

     "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 1100 North Market Street, Wilmington, Delaware 19890.

     "Coupon Rate" has the meaning set forth in Section 6.5(a).

     "Covered Person" means:

          (1) any officer, director, shareholder, partner, member,
          representative, employee or agent of (a) the Trust or (b) the Trust's
          Affiliates; and

          (2) any Holder.

     "Debenture Distribution Notice" has the meaning set forth in Section
6.10(b).

     "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, 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   , 20   to be issued by the Debenture Issuer pursuant to the
               --    --
Indenture and to be purchased by the Trust and held by the Property Trustee.

     "Definitive Preferred Securities" has the meaning set forth in Section 6.3.

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Depositary" means DTC until another Clearing Agency becomes its successor.

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

     "Distribution" has the meaning set forth in Section 6.5(b).

     "Distribution Date" has the meaning set forth in Section 6.5(b).

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

                                       6

<PAGE>

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation, and the rules and regulations
promulgated thereunder.

     "Exchange Agent" means, initially, the Property Trustee in its capacity as
Exchange Agent, and any successor thereto.

     "Exchange Notice" has the meaning set forth in Section 8.2(c).

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

     "Extension Period" has the meaning set forth in Section 6.5(c).

     "Failed Remarketing" has the meaning set forth in Section 6.6(m).

     "Failed Remarketing Date" means a Remarketing Date on which a Failed
Remarketing occurs.

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

     "Fiduciary Indemnified Person" has the meaning set forth in Section 9.4(b).

     "First Supplemental Indenture" means the First Supplemental Indenture,
dated as of   , 2002, between the Debenture Issuer and the Debenture Trustee.
            --

     "Fiscal Year" has the meaning set forth in Section 10.1.

     "Global Preferred Security" has the meaning set forth in Section 6.3.

     "Global Unit Certificate" has the meaning set forth in Section 6.3.

     "Guarantee" means the Preferred Securities Guarantee Agreement, dated as of
   , 2002, between
--
the Sponsor, as Guarantor in respect of the Securities, and Wilmington Trust
Company, as Guarantee Trustee, as amended or supplemented from time to time.

     "Holder" means a Person in whose name a Security is registered, such Person
being a beneficial owner within the meaning of the Business Trust Act.

     "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

     "Indenture" means the Indenture, dated as of   , 2002, between the
                                                  --
Debenture Issuer and the Debenture Trustee, as amended or supplemented from time
to time, including the First Supplemental Indenture, dated as of   , 2002,
                                                                 --
between the Debenture Issuer and the Debenture Trustee, pursuant to which the
Debentures are to be issued.

                                       7

<PAGE>

     "Indenture Event of Default" means an Event of Default (as such term is
defined in the Indenture) under the Indenture.

     "Initial Purchaser" means   .
                               --

     "Interest Payment Date" has the meaning set forth in the First Supplemental
Indenture.

     "Investment Company" means an investment company as defined in the
Investment Company Act and the rules and regulations promulgated thereunder.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation, and the rules and
regulations promulgated thereunder.

     "Investment Company Event" means the receipt by the Trust of an Opinion of
Counsel, rendered by an independent law firm having a recognized national
securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in Investment Company Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an Investment Company
that is required to be registered under the Investment Company Act, which Change
in Investment Company Act Law becomes effective on or after the date on which
the Preferred Securities were initially issued and sold.

     "Issuers" is a collective reference to the Sponsor and the Trust.

     "Legal Action" has the meaning set forth in Section 3.7(f).

     "Legal Cause Remarketing Event" means a Remarketing Event that occurs upon
the occurrence of:

          (1) (a) a Tax Event or an Investment Company Event, provided that the
          Administrative Trustees have been informed by an independent law firm
          that such firm, for substantive reasons, cannot deliver a No
          Recognition Opinion;

     or

               (b)  a Regulatory Capital Event; and

          (2) the Sponsor elects to cause a Remarketing of the Preferred
Securities to occur and causes written notice of its election to be given to the
Holders of the Preferred Securities, the holders of the Units and the holders of
the Warrants.

     "Legal Requirements" mean compliance with all applicable laws and
regulations, if any,

                                       8

<PAGE>

including, without limitation, the Securities Act, necessary to permit the
Remarketing of the Preferred Securities (and the subsequent exchange of
Preferred Securities for Debentures if a purchaser in the Remarketing so elects
to exchange its purchased Preferred Securities for Debentures pursuant to
Section 6.6(c)), the contemporaneous modifications to the terms of the
Debentures pursuant to the Indenture and the contemporaneous redemption of the
Warrants.

     "Like Amount" means, with respect to a redemption of the Securities,
Securities having an Accreted Value equal to the Accreted Value of Debentures to
be repaid in accordance with their terms.

     "Liquidation" has the meaning set forth in Section 8.2(a).

     "Liquidation Distribution" has the meaning set forth in Section 8.2(b).

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

     "Majority in Liquidation Amount" means, except as provided in the terms of
the Preferred Securities or by the Trust Indenture Act, Holders of outstanding
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, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated 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 or all outstanding Securities of the relevant class,
as the case may be.

     "Maturity Remarketing Date" means   , 20  .
                                       --    --

     "90 Day Period" has the meaning set forth in Section 6.10(a).

     "No Recognition Opinion" has the meaning set forth in Section 6.10(b)(i).

     "Officers' Certificate" means, when delivered by the Trust, a certificate
signed by a majority of the Administrative Trustees and, when delivered by the
Sponsor, a certificate signed by any two of the Chairman, a Vice Chairman, the
Chief Executive Officer, the President, a Vice President, the Chief Financial
Officer, the Treasurer, the Chief Accounting Officer, the Secretary or an
Assistant Secretary of the Sponsor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Declaration shall include, where applicable:

               (a) a statement that each officer signing the Officers'
               Certificate has read the covenant or condition 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
               Officers'

                                       9

<PAGE>

               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, in the opinion of each such
               officer, such condition or covenant has been complied with.

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

     "Original Declaration" has the meaning set forth in the Recitals hereto.

     "Paying Agent" has the meaning set forth in Section 6.14.

     "Payment Amount" has the meaning set forth in Section 6.5(f).

     "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 set forth in Section 6.1(a).

     "Preferred Securities Certificate" means a certificate in fully registered
form representing Preferred Securities, substantially in the form of Exhibit A.

     "Preferred Security 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 Account" means a segregated non-interest bearing trust account
maintained with a banking institution, the rating on whose long-term unsecured
indebtedness is at least equal to the rating assigned to the Preferred
Securities by a "nationally recognized statistical rating organization" within
the meaning of Rule 436(g)(2) under the Securities Act.

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

     "Pro Rata" means pro rata to each Holder according to the aggregate stated
liquidation amount of the Securities held by such Holder in relation to the
aggregate stated liquidation

                                       10

<PAGE>

amount of all Securities outstanding unless, in relation to a payment, a Trust
Enforcement Event 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 stated liquidation
amount of Preferred Securities held by the relevant Holder relative to the
aggregate stated liquidation amount of all Preferred Securities outstanding, and
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 stated liquidation amount of Common Securities held by the relevant
Holder relative to the aggregate stated liquidation amount of all Common
Securities outstanding.

     "Purchase Agreement" means the purchase agreement, dated   , 2002, between
                                                              --

the Sponsor, the Trust and the Initial Purchaser with respect to the initial
offering and sale of the Units, Preferred Securities and Warrants.

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

     "Redemption Date" has the meaning set forth in Section 6.9(a).

     "Redemption Notice" has the meaning set forth in Section 6.9(c).

     "Redemption Price" has the meaning set forth in Section 6.9(a).

     "Registrar" has the meaning set forth in Section 6.14.

     "Regular Record Date" means the date on which determination is made as to
which Holders Distributions are payable.

     "Regulation S" has the meaning given to it in Section 6.22(a).

     "Regulation S Global Unit" has the meaning given to it in Section 6.22(a).

     "Regulation S Permanent Global Unit" has the meaning given to it in Section
6.22(a).

     "Regulatory Capital Event" means that the Sponsor shall have become, or
pursuant to law or regulation will become within 180 days, subject to capital
requirements under which, in the Opinion of Counsel, rendered by an independent
bank regulatory law firm experienced in such matters, the Preferred Securities
would not constitute Tier 1 Capital applied as if the Sponsor (or its successor)
were a bank holding company (as that concept is used in the guidelines or
regulations issued by the Federal Reserve Board (or its then equivalent)).

     "Remarketing" means the operation of the procedures for remarketing set
forth in Section 6.6.

                                       11

<PAGE>

     "Remarketing Agent" means the remarketing agent (or any successor
remarketing agent) selected by the Sponsor.

     "Remarketing Agreement" means the Remarketing Agreement to be entered into
among the Sponsor, the Trust and the Remarketing Agent, as amended or
supplemented from time to time.

     "Remarketing Date" means:

          (1) with respect to a Trading Remarketing Event, a date selected by
          the Sponsor not less than two nor more than 18 Business Days after the
          notice is given to the holders of the Units and the Holders of the
          Preferred Securities;

          (2) with respect to a Legal Cause Remarketing Event, a date selected
          by the Sponsor not less than two nor more than 18 Business Days after
          the notice is given to the holders of the Units and the Holders of the
          Preferred Securities and no more than 90 days following the occurrence
          of the Legal Cause Remarketing Event; and

          (3) the Maturity Remarketing Date.

     "Remarketing Event" means the occurrence of a Trading Remarketing Event or
a Legal Cause Remarketing Event or the Maturity Remarketing Date.

     "Remarketing Settlement Date" means, with respect to any Remarketing Date,
two Business Days following such Remarketing Date.

     "Repurchase Price" means the Accreted Value of the Debentures that are
received in exchange for Preferred Securities upon the exercise of the
Repurchase Right plus accrued and unpaid interest (including deferred interest)
on such Debentures to, but excluding, the applicable Required Repurchase Date.

     "Repurchase Right" has the meaning set forth in Section 6.7(a).

     "Required Repurchase Date" shall be the applicable January 1, February 1,
March 1, April 1, May 1, June 1, July 1, August 1, September 1, October 1,
November 1 and December 1 of each year on which the Repurchase Price shall be
payable if a Holder of a Preferred Security elects to exercise its Repurchase
Right.

     "Resale Registration Rights Agreement" means the Resale Registration Rights
Agreement dated   , 2002 among the Sponsor, the Trust and the Initial Purchaser.
                --

     "Reset Rate" means the interest rate per annum on the Debentures (and, as a
result, the Distribution rate per annum on the Securities), that is determined
pursuant to the Remarketing of

                                       12

<PAGE>

the Preferred Securities; provided that if a Failed Remarketing occurs, the
Reset Rate shall equal   % per annum.
                       --

     "Responsible Officer" means, with respect to the Property Trustee, any
officer within the corporate trust department of the Property Trustee, including
any vice president, assistant vice president, assistant treasurer, trust officer
or any other officer of the Property Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and in each case who shall have direct responsibility for the
administration of this Declaration.

     "Restricted Period" has the meaning given to it in Section 6.22(a).

     "Restricted Regulation S Global Preferred Security" has the meaning given
to it in Section 6.22(a).

     "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation thereunder, and the rules and regulations
promulgated thereunder.

     "Rule 144A" has the meaning given to it in Section 6.22(a).

     "Rule 144 Global Preferred Security" has the meaning given to it in Section
6.22(a).

     "Securities" mean 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, and the rules and regulations promulgated
thereunder.

     "Securities Act Legend" means, with respect to a Security prior to the
registration thereof under the Securities Act, the applicable legend(s)
appearing in Section 6.22(a).

     "66 2/3% in Liquidation Amount" shall mean Holders of outstanding
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, who are the record owners of 66 2/3% or
more of the aggregate liquidation amount (including the stated 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 or all outstanding Securities of the relevant class,
as the case may be.

     "Special Event" has the meaning set forth in Section 6.10(a).

     "Special Record Date" means the Remarketing Date.

     "Sponsor" means New York Community Bancorp, Inc., a Delaware corporation,
or any

                                       13

<PAGE>

success entity resulting from any merger, consolidation, amalgamation or
replacement by or conveyance, transfer or lease of its properties as an entirety
or substantially as an entirety, in its capacity as sponsor of the Trust.

     "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
5.6(b)(i).

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

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

     "Tax Event" means the receipt by the Trust of an Opinion of Counsel,
rendered by an independent law firm having a recognized national tax practice,
to the effect that, as a result of:

          (1) any amendment to, or change in or announced proposed change in,
          the laws (or any regulations thereunder) of the United States or any
          political subdivision or taxing authority thereof or therein; or

          (2) any official administrative pronouncement or judicial decision
          interpreting or applying such laws or regulations,

which amendment or change is effective or proposed change, administrative
pronouncement or judicial decision is announced on or after the Closing Date,
there is more than an insubstantial risk that:

          (a) 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
     interest received or accrued on the Debentures; or

          (b) 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.

     "10% in Liquidation Amount" means, except as provided in the terms of the
Preferred Securities or by the Trust Indenture Act, Holders of outstanding
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, who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated 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 or all outstanding Securities of the relevant class,
as the case may be.

                                       14

<PAGE>

     "Trading Day" means:

          (1) if the Common Stock or other capital stock then issuable upon
     exercise of the Warrants is listed or admitted for trading on the New York
     Stock Exchange, a day on which the New York Stock Exchange is open for
     business;

          (2) if the Common Stock or other capital stock then issuable upon
     exercise of the Warrants is not listed or admitted for trading on the New
     York Stock Exchange but is listed or admitted for trading on a national
     securities exchange, a day on which such national securities exchange is
     open for business;

          (3) if the Common Stock or other capital stock then issuable upon
     exercise of the Warrants is not listed or admitted for trading on the New
     York Stock Exchange or other national securities exchange but is quoted on
     the Nasdaq National Market, a day on which trades may be made thereon; or

          (4) if the Common Stock or other capital stock then issuable upon
     exercise of the Warrants is not so listed or admitted for trading on the
     New York Stock Exchange or other national securities exchange or quoted on
     the Nasdaq National Market, a day on which the applicable securities market
     in which such security is traded is open for business.

     "Trading Remarketing Event" means a Remarketing Event that occurs because:

          (1) on any date after   , 200   but prior to   , 20  , the Closing
                                --     --              --    --
     Price of a share of the Common Stock exceeds and has exceeded for at least
     20 Trading Days within the immediately preceding 30 consecutive Trading
     Days, $   per share.
            --

          (2) within ten Business Days of such date, the Sponsor elects to cause
     a Remarketing of the Preferred Securities to occur and causes written
     notice of its election to be given to the Holders of the Preferred
     Securities, the holders of the Units and the holders of the Warrants.

     "Transfer Agent" has the meaning set forth in Section 6.14.

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

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

     "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other

                                       15

<PAGE>

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.

     "Trust Enforcement Event" means, with respect to the Securities, an event
of default under this Declaration, which occurs upon the happening of an
Indenture Event of Default.

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

     "Unit" means the collective rights and obligations of a holder of a unit
certificate issued under the Unit Agreement in respect of a Preferred Security,
a Debenture and a Warrant.

     "Unit Agent" means Wilmington Trust Company as initial Unit Agent under the
Unit Agreement, and any successor thereto.

     "Unit Agreement" means the Unit Agreement, dated  , 2002, among the
                                                     --
Sponsor, the Trust, Wilmington Trust Company, as Unit Agent, the Property
Trustee and the Warrant Agent, as amended or supplemented from time to time.

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

     "Warrant Agent" means Wilmington Trust Company as initial Warrant Agent
under the Warrant Agreement, and any successor thereto.

     "Warrant Agreement" means the Warrant Agreement, dated  , 2002, between the
                                                           --
Sponsor, and Wilmington Trust Company, as Warrant Agent, as amended or
supplemented from time to time.

     "Warrant Requirements" mean:

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

          (2) the shares of Common Stock shall be registered, qualified or
     deemed to be exempt under the securities laws of the state of residence of
     such holder of Warrants; and

          (3) a then current prospectus shall be available for delivery to
     exercising holders of the Warrants.

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

                                       16

<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 be governed,
to the extent applicable, 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 Trust's classification as a grantor trust for United States
federal income tax purposes and 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.

     (a) Except when the Property Trustee is the Registrar, each of the Sponsor
and the Administrative Trustees on behalf of the Trust shall provide the
Property Trustee a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders ("List of Holders"):

          (i) as of the record date relating to the payment of any Distribution,
     at least one Business Day prior to the date for payment of such
     Distribution, except while the Preferred Securities are represented by one
     or more Global Preferred Securities, and

          (ii) at any other time, within 30 days of receipt by the Trust of a
     written request from the Property Trustee for a List of Holders as of a
     date no more than fifteen days before such List of Holders is given to the
     Property Trustee.

If at any time the List of Holders does not differ from the most recent List of
Holders provided to the Property Trustee by the Sponsor and the Administrative
Trustees on behalf of the Trust, then neither the Sponsor nor the Administrative
Trustees shall be obligated to deliver such List of Holders. 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.

                                       17

<PAGE>

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

Section 2.3 Reports by the Property Trustee.

     Within 60 days after May 15 of each year (commencing with the year of the
first anniversary of the issuance of the Preferred Securities), 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 also shall comply with the requirements of Section 313(d) of the Trust
Indenture Act.

Section 2.4 Periodic Reports to the Property Trustee.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by Section 314 of the Trust Indenture Act, if any, and 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 annually 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 Trust Enforcement Events; Waiver.

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

          (i) is not waivable under the Indenture, the related Trust Enforcement
     Event under this Declaration also shall not be waivable; or

          (ii) requires the vote or consent of the holders of greater than a
     majority in aggregate principal amount of the Debentures (a "Super
     Majority") to be waived under the Indenture, the related Trust Enforcement
     Event under this Declaration only may be waived by the vote or written
     consent 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

                                       18

<PAGE>

     foregoing provisions of this Section 2.6(a) shall be in lieu of Section
     316(a)(1)(B) of the Trust Indenture Act and 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. Upon such waiver,
     any such Trust Enforcement Event in respect of 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 Trust Enforcement Event with respect to the Preferred Securities or
     impair any right consequent thereon. Any waiver by the Holders of the
     Preferred Securities of a Trust Enforcement Event with respect to the
     Preferred Securities also shall be deemed to constitute a waiver by the
     Holders of the Common Securities of any such Trust Enforcement Event 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 waive, by vote or written consent, on behalf of the Holders of
all of the Common Securities, any past Trust Enforcement Event in respect of the
Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Trust
Enforcement Event as provided below in this Section 2.6(b), the related Trust
Enforcement Event under this Declaration also shall not be waivable. The Holders
of Common Securities shall be deemed to have waived any and all Trust
Enforcement Events with respect to the Common Securities and the consequences
thereof until all Trust Enforcement Events with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until all Trust
Enforcement Events in respect of the Preferred Securities shall have been so
cured, waived or otherwise eliminated, the Property Trustee shall be deemed to
be acting solely on behalf of the Holders of the Preferred Securities and only
the Holders of the Preferred Securities shall 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 Section
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and 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 cure, waiver or other elimination, any such default shall cease to exist
and any Trust Enforcement Event 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 Trust Enforcement Event with respect to the Common Securities or impair any
right consequent thereon.

     (c) A waiver of an Indenture Event of Default by the Property Trustee at
the direction of the Holders of the Preferred Securities constitutes a waiver of
the related Trust Enforcement Event 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 Section 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration and the Securities, as permitted
by the

                                       19

<PAGE>

Trust Indenture Act.

Section 2.7 Trust Enforcement Events; Notice.

     (a) The Property Trustee shall, within 90 days after the occurrence of a
Trust Enforcement Event actually known to a Responsible Officer, transmit by
mail, first class postage prepaid, to the Holders, notice of such Trust
Enforcement Event unless such Trust Enforcement Event has been cured before the
giving of such notice; provided that, except for a default in the payment of
principal of (or premium, if any) or interest 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 Trust
Enforcement Event except for:

          (i)  a default under Sections 2.5(a) and 2.5(b) of the First
     Supplemental Indenture; or

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

                                   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 Holders. The Trust's activities may be conducted under the name of
the Trust.

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' written notice to the Holders, 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;

                                       20

<PAGE>

          (b) to 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 and to the issuance
     of the Units.

     By acceptance of this Trust, none of the Trustees, the Sponsor, the Holders
or the Preferred Security Beneficial Owners will take any position that is
contrary to the classification of the Trust as a grantor trust for United States
federal income tax purposes.

Section 3.4 Authority.

     (a) Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive authority to carry out the purposes of the Trust. Any action taken by
the Administrative Trustees in accordance with their powers shall constitute the
act of and shall serve to bind the Trust, and any action taken by the Property
Trustee on behalf of the Trust in accordance with its powers shall constitute
the act of and shall 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.

     (b) Except as 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.

     (c) Unless otherwise determined by the Administrative Trustees and except
as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee 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 3.7.

     (d) Notwithstanding any provision of this Declaration to the contrary, the
Trust is authorized to execute, deliver and perform the Unit Agreement, the
Purchase Agreement, the Remarking Agreement, the Resale Registration Rights
Agreement and the Securities.

Section 3.5 Title to Property of the Trust.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Account or as otherwise provided in this Declaration, legal title to
all assets of 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 Prohibition of Actions by the Trust and the Trustees.

     The Trust shall not, the Trustees 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. In particular, the Trust shall not,
the Trustees shall not, and the Administrative Trustees

                                       21

<PAGE>

shall cause the Trust not to:

          (i) invest any proceeds received by the Trust in connection with its
     ownership of Debentures, but the Trust shall distribute all such proceeds
     to Holders pursuant to the terms of this Declaration and of the Securities;

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

          (iii) possess any power or otherwise act in such a way as to vary the
     Trust assets;

          (iv) possess property for any purpose other than a Trust purpose;

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

          (vi) mortgage or pledge any of the Trust's assets;

          (vii) possess any power or otherwise act in such a way as to vary the
     terms of the Securities in any way whatsoever (except to the extent
     expressly authorized in this Declaration or by the terms of the
     Securities);

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

          (ix) other than as provided in this Declaration or by the terms of the
     Securities:

               (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 Indenture Event of Default that is waivable
          under the Indenture;

               (C) exercise any right to rescind or annul any declaration that
          the principal of all the Debentures shall be due and payable; or

               (D) 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 a nationally
          recognized 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;

                                       22

<PAGE>

          (x) take any action inconsistent (in the case of the Property Trustee
     or the Debenture Trustee, to the actual knowledge of a Responsible Officer
     thereof) with the status of the Trust as a grantor trust for United States
     federal income tax purposes; or

          (xi) revoke any action previously authorized or approved by vote of
     the Holders of the Preferred Securities.

Section 3.7 Powers and Duties of the Administrative Trustees.

     The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities to:

          (a) establish the terms and forms of the Securities in the manner
     specified in Section 6.1 and to issue and sell the Securities in accordance
     with this Declaration; provided, however, that:

               (i) the Trust may issue no more than one series of Preferred
          Securities and no more than one series of Common Securities;

               (ii) there shall be no interests in the Trust other than the
          Securities, and

               (iii) the issuance of Securities shall be limited to a
          simultaneous issuance of both Preferred Securities and Common
          Securities on the Closing Date;

          (b) acquire the Debentures with the proceeds of the sale of the
     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;

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

          (d) 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 as to such actions and applicable record
     dates;

          (e) take all actions and perform such duties as may be required of the
     Administrative Trustees or the Trust pursuant to the terms of this
     Declaration, the Unit Agreement, the Purchase Agreement, the Remarketing
     Agreement, the Resale Registration Rights Agreement and the Securities;

          (f) 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

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<PAGE>

     pursuant to Section 3.8(e) the Property Trustee has the exclusive power to
     bring such Legal Action;

          (g) employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors and
     consultants to conduct only those services that the Administrative Trustees
     have authority to conduct directly, and to pay reasonable compensation for
     such services;

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

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

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

          (k) act as, or appoint another Person to act as, Registrar and
     Transfer Agent for the Securities or to appoint a Paying Agent for the
     Securities as provided in Section 6.14;

          (l) give prompt written notice to the Property Trustee and to 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;

          (m) 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;

          (n) 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 purposes and
     functions of the Trust as set forth in Section 3.3 or the activities of the
     Trust as set out in this Section 3.7, as long as such action does not
     materially adversely affect the interests of the Holders, including, but
     not limited to:

               (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 as a grantor trust for
          United States federal income tax purposes; and

                                       24

<PAGE>

               (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;

          (o) 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; and

          (p) execute and deliver all documents or instruments, including the
     Purchase Agreement, the Remarketing Agreement, the Unit Agreement and the
     Resale Registration Rights Agreement, perform all duties and powers, and do
     all things for and on behalf of the Trust in all matters necessary or
     incidental to the foregoing.

     The Administrative Trustees shall exercise the powers set forth in this
Section 3.7 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 have no
power to, and 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 3.7, 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 3.7 shall be reimbursed by the Debenture Issuer.

     Unless otherwise required by the Business Trust Act or other applicable
law, such Administrative Trustee, acting alone, is authorized to execute and
deliver on behalf of the Trust, any documents, instruments or certificates that
the Administrative Trustees have the power and authority to execute pursuant to
this Section 3.7.

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 the Property 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, deposit such funds into the Property Account and make payments
     or (cause the Paying Agent to make payments) to the Holders from the
     Property Account in accordance with Section 6.5. Funds in the

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<PAGE>

     Property Account shall be held uninvested until disbursed in accordance
     with this Declaration;

          (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 direction by the Sponsor to dissolve the Trust,
     engage in such ministerial activities as shall be necessary or appropriate
     to effect the distribution of the Debentures to the Holders in exchange for
     the Securities.

     (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, the Unit Agreement 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:

          (i) a Trust Enforcement Event of which a Responsible Officer has
     actual knowledge; or

          (ii) the Property Trustee's duties and obligations under this
     Declaration or the Trust Indenture Act;

provided however, that if a Trust Enforcement Event has occurred and is
continuing and such Trust Enforcement Event is attributable to the failure of
the Debenture Issuer to pay the principal of or premium, if any, or interest on
the Debentures on the date such principal, premium, if any, or interest is
otherwise payable (or in connection with a distribution of Debentures in
exchange for Preferred Securities and repurchase of Debentures under Sections
6.7 and 6.8), a Holder of Preferred Securities may institute, to the fullest
extent permitted by law, a proceeding directly against the Debenture Issuer to
enforce payment to such Holder of the principal of or premium, if any, or
interest on the Debentures having an aggregate 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 rights of 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.

     (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; or

                                       26

<PAGE>

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

     (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 a Trust Enforcement Event actually known to a Responsible Officer occurs and
is continuing, the Property Trustee shall enforce, for the benefit of Holders,
its rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities.

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

     (i) 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, and a successor Paying Agent or additional Paying Agents may be
appointed at any time by the Property Trustee.

     (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 3.7.

     The Property Trustee shall 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 the Property Trustee shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.3.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

     (a) The Property Trustee, before the occurrence of any Trust Enforcement
Event and after the cure or waiver of all Trust Enforcement Events 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. If a Trust
Enforcement Event 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 shall use the same degree of care and skill in its exercise as
a prudent person would exercise or use under the circumstances in the conduct of
his 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:

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<PAGE>

          (i) prior to the occurrence of a Trust Enforcement Event and after the
     cure or waiver of all such Trust Enforcement Events 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 on their face 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 such certificates or opinions to
          determine whether or not on their face they conform to the
          requirements of this Declaration (but need not confirm or investigate
          the accuracy of mathematical calculations or other facts stated
          therein);

          (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 without negligence, in good faith
     in accordance with the direction of the Holders of not less than 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, safe
     keeping and physical preservation of the Debentures and the Property
     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

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<PAGE>

     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, and money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property 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 the 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, 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 shall 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
     request, in the absence of bad faith on its part, 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

                                       29

<PAGE>

     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. 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, that,
     nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the
     Property Trustee, upon the occurrence of an Indenture Event of Default (of
     which the Property Trustee is deemed to have knowledge as provided in
     Section 2.7(b) hereof), 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 sees 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
     agent 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:

               (A) 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;

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<PAGE>

               (B) may refrain from enforcing such remedy or right or taking
          such other action until such instructions are received; and

               (C) 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;

          (xii) with respect to the calculation of the Accreted Value, the
     Property Trustee may conclusively rely upon the calculation thereof
     determined by the Calculation Agent; and

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

     (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 Powers and Duties of the 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 of, nor
shall the Delaware Trustee have any of the duties and responsibilities of, the
Administrative Trustees or the Property Trustee 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 should be required to take any action or
perform any duty hereunder, the Delaware Trustee shall be entitled to the
benefits of Sections 3.9(b)(ii) to (vii), inclusive, and Section 3.10. No
implied covenants or obligations shall be read into this Declaration against the
Delaware Trustee.

Section 3.12 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 property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Securities, the Debentures or the Indenture.

                                       31

<PAGE>

Section 3.13 Duration of the Trust.

     The Trust, unless earlier dissolved or terminated pursuant to the
provisions of Article VIII, shall have existence up to   , 20   .
                                                       --     --

Section 3.14 Mergers, Consolidations, Conversions, Amalgamations or Replacements
of the Trust.

     (a) The Trust may not merge with or into, consolidate with, convert into,
amalgamate with, 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 3.14(b) and 3.14(c) and except with respect to the
distribution of Debentures to Holders pursuant to Article 6 or Article 8 of this
Declaration.

     (b) At the request of the Sponsor and 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, the Trust may merge with or into, consolidate
with, convert into, amalgamate with, 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) if the Trust is not the successor entity, such successor entity
     (the "Successor Entity") either:

               (A) expressly assumes all of the obligations of the Trust with
          respect to 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 with respect to Distributions and payments upon
          liquidation, redemption and otherwise;

          (ii) if the Trust is not the successor entity, the Sponsor expressly
     appoints a trustee of the Successor Entity that possesses the same powers
     and duties as the Property Trustee as the holder of the Debentures;

          (iii) the Successor Securities are, or upon notification of issuance
     will be, listed (or eligible for trading) on any national securities
     exchange or with any other organization on which the Preferred Securities
     are listed or quoted (or otherwise eligible for trading) prior to such
     merger, consolidation, conversion, amalgamation, replacement, conveyance,
     transfer or lease;

          (iv) if the Preferred Securities (including any Successor Securities)
     are rated by any nationally recognized statistical rating organization
     prior to such transaction, such

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<PAGE>

     merger, consolidation, conversion, amalgamation, replacement, conveyance,
     transfer or lease does not cause the Preferred Securities (including any
     Successor Securities) to be downgraded by any nationally recognized
     statistical rating organization;

          (v) such merger, consolidation, conversion, amalgamation, replacement,
     conveyance, transfer or lease does not adversely affect the rights,
     preferences and privileges of the Holders (including any Successor
     Securities) in any material respect (other than with respect to any
     dilution of such Holders' interests in the new entity);

          (vi) such Successor Entity has a purpose identical in all material
     respects to that of the Trust;

          (vii) prior to such merger, consolidation, conversion, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     Opinion of Counsel to the Trust, rendered by an independent law firm
     experienced in such matters, to the effect that:

               (A) such merger, consolidation, conversion, amalgamation,
          replacement, conveyance, transfer or lease does not adversely affect
          the rights, preferences and privileges of the Holders (including any
          Successor Securities) in any material respect (other than with respect
          to any dilution of the Holders' interest in the new entity);

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

               (C) following such merger, consolidation, conversion,
          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) if the Trust is not the successor entity, the Sponsor or any
     permitted successor or assignee owns all of the common securities of such
     Successor Entity and guarantees the obligations of such Successor Entity
     under the Successor Securities at least to the extent provided by the
     Guarantee;

          (ix) the Successor Entity expressly assumes all of the obligations of
     the Trust; and

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

     (c) Notwithstanding Section 3.14(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
merge with or into, consolidate with, convert into, amalgamate with, be replaced
by, or convey, transfer or acquire by conveyance, 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 merge with or into, consolidate with,
convert into, amalgamate with, replace it, acquire by conveyance, transfer or
lease its properties and

                                       33

<PAGE>

assets as an entirety or substantially as an entirety, if such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease would cause the Trust or the Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes or would
cause each Holder of Preferred Securities not to be treated as owning an
undivided beneficial interest in the Debentures.

Section 3.15 Property Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities are then due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Property Trustee has made any
demand on the Trust for the payment of any past due Distributions) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise to:

          (a) file and prove a claim for the whole amount of any Distributions
     owing and unpaid in respect of the Securities (or, if the Securities are
     original issue discount securities, such portion of the liquidation amount
     as may be specified in the terms of such securities) and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of the Property Trustee (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Property Trustee,
     its agents and counsel) and of the Holders allowed in such judicial
     proceeding; and

          (b) collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and

     any custodian, receiver, assignee, trustee, liquidator, sequestrator or
     other similar official in any such judicial proceeding is hereby authorized
     by each Holder to make such payments to the Property Trustee and, in the
     event the Property Trustee consents to the making of such payments directly
     to the Holders, to pay to the Property Trustee any amount due it for the
     reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel, and any other amounts due the
     Property Trustee.

     Nothing contained herein shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt, on behalf of any Holder, any plan
of reorganization, arrangement, adjustment or compensation affecting the
Securities or the rights of any Holder or to authorize the Property Trustee to
vote in respect of the claim of any Holder in any such proceeding.

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<PAGE>

                                   ARTICLE IV
                                     SPONSOR

Section 4.1 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 the
following activities:

          (a) to prepare for filing by the Target 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; and

          (c) if the Preferred Securities are separately traded from the Units
     and the applicable exchange listing requirements are met, to prepare for
     execution and filing by the Trust an application to permit the Preferred
     Securities to trade or be quoted or listed in or on the New York Stock
     Exchange or any other national securities exchange, quotation system or the
     Nasdaq National Market for listing or quotation upon notice of issuance of
     the Preferred Securities.

Section 4.2 Indemnification and Expenses of the Trustees.

     The Sponsor, in its capacity as Debenture Issuer, agrees to indemnify the
Property Trustee and the Delaware Trustee (including in their respective
individual capacities) for, and to hold each of them harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the
Property Trustee or the Delaware Trustee, as the case may be, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending either of them against
any claim or liability in connection with the exercise or performance of any of
their respective powers or duties hereunder. The provisions of this Section 4.2
shall survive the resignation or removal of the Delaware Trustee or the Property
Trustee and the termination of this Declaration.

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
interest or principal on the Debentures, to institute a Direct Action against
the Debenture Issuer for enforcement of its payment obligations on the
Debentures.

                                       35

<PAGE>

                                    ARTICLE V
                                    TRUSTEES

Section 5.1 Number of Trustees.

     The number of Trustees initially shall be five, 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 at a meeting of the Holders of
     the Common Securities or by written consent in lieu of such meeting;
     provided, however, that, the number of Trustees shall in no event be less
     than three; and provided further that:

          (1) one Trustee shall be the Delaware Trustee;

          (2) one Trustee shall be the Property Trustee, which, for so long as
     this Declaration is required to qualify as an indenture under the Trust
     Indenture Act, shall meet the requirements of applicable law; provided that
     the Property Trustee also may serve as Delaware Trustee if it meets the
     applicable requirements; and

          (3) at least one Trustee shall be an Administrative Trustee who shall
     be an employee or officer of, or shall be affiliated with, the Sponsor.

Section 5.2 Delaware Trustee; Eligibility.

     (a) If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

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

          (ii) 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,

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

     (b) The initial Delaware Trustee shall be:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890

                                       36

<PAGE>

Section 5.3 Property Trustee; Eligibility.

     (a) There shall at all times be one Trustee which shall act as Property
Trustee (the "Property Trustee"). The Property Trustee 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 institutional trustee under the Trust Indenture
     Act, authorized under such laws to exercise corporate trust powers, having
     a combined capital and surplus of at least $  , 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 310(b) of the Trust Indenture Act, the Property
Trustee and the Holders of the Common Securities (as if it were the obligor
referred to in Section 310(b) of the Trust Indenture Act) shall comply in all
respects with the provisions of Section 310(b) of the Trust Indenture Act.

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

     (e) The initial Property Trustee shall be:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890
          Attention: Corporate Trust Administration

Section 5.4 Qualifications of Administrative Trustees Generally.

     Each Administrative Trustee (each, an "Administrative 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

                                       37

<PAGE>

Authorized Officers.

Section 5.5 Initial Administrative Trustees.

     The initial Administrative Trustees shall be   , the business address of
                                                  --
each of whom is c/o New York Community Bancorp, Inc., 615 Merrick Avenue,
Westbury, New York 11590.

Section 5.6 Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.6(b), the 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 a Trust Enforcement Event 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 at a meeting of
     the Holders of the Common Securities or by written consent in lieu of such
     meeting; and

          (iii) if a Trust Enforcement Event 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 at a meeting of Holders
     of the Preferred Securities or by written consent in lieu of such meeting.

     (b) (i) The Property Trustee shall not be removed in accordance with
Section 5.6(a) until a successor Trustee possessing the qualifications to act as
Property Trustee under Section 5.3(a) (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 Administrative Trustees and
the Sponsor.

          (ii) The Delaware Trustee shall not be removed in accordance with
     Section 5.6(a) until a successor Trustee possessing the qualifications to
     act as Delaware Trustee under Section 5.2(a) (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
     Administrative Trustees and the Sponsor.

     (c) A Trustee appointed to office shall hold office until a successor shall
have been appointed or until death, dissolution, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by a written instrument signed by such Trustee and delivered to the Sponsor, the
Trust and the other Trustees, which resignation shall take effect

                                       38

<PAGE>

upon such delivery or upon such later date as is specified therein; provided,
however, that:

          (i) no such resignation of the Property Trustee shall be effective:

               (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 Trust, the
          Administrative Trustees, the Sponsor 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 Delaware Trustee shall be effective
     until 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 Trust, the Administrative Trustees, the
     Sponsor and the resigning Delaware Trustee.

     (d) The Holders of the Common Securities or, if a Trust Enforcement Event
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, as the
case may be, 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 at the expense of the Sponsor petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee, as applicable. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper and 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 9.4.

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 5.1, 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.

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<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, terminate or annul the Trust or 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 by the Administrative Trustees.

     (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
power for the purpose of executing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.7.

     (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

                                       40

<PAGE>

not prohibited by applicable law or contrary to the provisions of the Trust, as
set forth herein.

Section 5.11 Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee, 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 such Trustee may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Trustee, shall be the successor of such
Trustee under this Declaration 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 V 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
                                 THE SECURITIES

Section 6.1 General Provisions Regarding the Securities.

     (a) The Administrative Trustees shall issue on behalf of the Trust one
class of preferred securities representing undivided preferred beneficial
interests in the assets of the Trust (the "Preferred Securities") and one class
of common securities representing undivided common beneficial interests in the
assets of the Trust (the "Common Securities").

          (i) The Preferred Securities of the Trust shall number    (or    if
                                                                 --     --
     the Initial Purchaser's over-allotment option with respect to the Units is
     exercised in full) and shall have an aggregate stated liquidation amount
     with respect to the assets of the Trust of $   (or $   if the Initial
                                                 --      --
     Purchaser's over-allotment option with respect to the Units is exercised in
     full), a stated liquidation amount with respect to the assets of the Trust
     of $   per Preferred Security and an accreted value at any time equal to
         --
     the Accreted Value. The Preferred Securities are hereby designated for the
     purposes of identification only as the Preferred Securities. The Preferred
     Securities Certificates evidencing the Preferred Securities shall be
     substantially in the form of Exhibit A, with such changes and additions
     thereto or deletions therefrom as may be required by ordinary usage, custom
     or practice.

          (ii) The Common Securities of the Trust shall number    (or    if the
                                                               --     --
     Initial Purchaser's over-allotment option with respect to the Units is
     exercised in full) and shall have an aggregate liquidation amount with
     respect to the assets of the Trust of $   (or $   if the Initial
                                            --      --
     Purchaser's over-allotment option with respect to the Units is exercised in
     full), a stated liquidation amount with respect to the assets of the Trust
     of $   per Common Security and an accreted value at any time equal to the
         --
     Accreted Value. The Common Securities are hereby designated for the
     purposes of identification only as the Common Securities. The Common
     Securities Certificates evidencing the Common Securities shall be
     substantially in the form of Exhibit B, with such changes and additions

                                       41

<PAGE>

     thereto or deletions therefrom as may be required by ordinary usage, custom
     or practice.

     (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, fully paid and
nonassessable beneficial interests in the assets of the Trust.

     (d) Each 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, the Guarantee, the Indenture and the Debentures.

     (e) Payment of Distributions on, and any payment of the Redemption Price
upon a redemption of, the Securities shall be made on a Pro Rata basis based on
the liquidation amount of such Securities; provided that if, on any date on
which payment of a Distribution or the Redemption Price is to be made, an
Indenture Event of Default has occurred and is continuing, then such payment
shall not be made on any of the Common Securities, and no other payment on
account of the redemption, liquidation or other acquisition of such Common
Securities shall be made, until all accumulated and unpaid Distributions or
payments of the Redemption Price, as the case may be, on all of the outstanding
Preferred Securities for which Distributions are to be paid or that have been
called for redemption, as the case may be, are fully paid. All funds available
to the Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or the Redemption Price of, the Preferred Securities then
due and payable.

     (f) Neither the issuance of Preferred Securities, nor the issuance of
Common Securities is subject to preemptive or other similar rights. The Holders
of the Securities shall not have any preemptive or similar rights to subscribe
for any additional securities.

Section 6.2 Execution and Authentication.

     (a) Each Certificate shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. If 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 such an Administrative
Trustee.

     (b) A Preferred Securities Certificate 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 such Preferred
Securities Certificate has been authenticated under this Declaration.

                                       42

<PAGE>

     Upon a written order of the Trust signed by one Administrative Trustee, 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 aggregate stated liquidation amount set forth in Section 6.1(a)(i).

     The Property Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Property Trustee, being advised
by counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith shall determine that such action would expose the Property
Trustee to personal liability to existing Holders.

     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 to deal with the Sponsor or an Affiliate.

Section 6.3 Form and Dating.

     The Preferred Securities shall be evidenced by one or more certificates
substantially in the form of Exhibits A-1 and A-2 and the Common Securities
shall be evidenced by one or more certificates substantially in the form of
Exhibit B. The Property Trustee's certificate of authentication shall be
substantially in the form set forth in Exhibit A.

     The terms and provisions of the Securities set forth in Exhibits A and B
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.

     The Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by their execution thereof. The Certificates may have
letters, CUSIP or other numbers, notations or other marks of identification or
designation and such legends or endorsements as the Administrative Trustees may
deem appropriate, or as may be 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 Trust).

     Each Security shall be dated the date of its authentication.

     Upon the execution and delivery of this Declaration, the Preferred
Securities shall be issued as a component of a Unit, in fully registered form
without Distribution coupons (the "Global Unit Certificate"), substantially in
the forms set forth in Exhibit A of the Unit Agreement. The Preferred Securities
also initially shall be issued in the forms of one or more global Certificates
in fully registered form without Distribution coupons and with the global
legends specified in Exhibit A (each, a "Global Preferred Security"),
substantially in the forms of Exhibit A. The

                                       43

<PAGE>

Global Preferred Securities shall be 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, and deposited on behalf of the purchasers
of the Preferred Securities represented thereby with the Property Trustee, at
the Corporate Trust Office, as custodian for the Clearing Agency. The Global
Preferred Securities shall represent such of the outstanding Preferred
Securities as shall be specified in the "Schedule of Increases or Decreases in
Global Preferred Security" attached thereto (or on the books and records of the
Property Trustee and the Clearing Agency or its nominee). Initially the number
of Preferred Securities evidenced by a Global Preferred Security shall be zero.
Thereafter, the number of Preferred Securities represented by the Global
Preferred Securities may from time to time be increased or decreased by
adjustments made on the "Schedule of Increases or Decreases in Global Preferred
Security" attached thereto (or books and records of the Property Trustee and the
Clearing Agency or its nominee) as hereinafter provided.

     Except as provided in Sections 6.21(e) and 6.21(f), Preferred Security
Beneficial Owners shall not be entitled to receive physical delivery of
definitive, fully registered Preferred Securities Certificates ("Definitive
Preferred Securities").

Section 6.4 The Sponsor's Purchase of the Common Securities.

     (a) On the Closing Date, the Sponsor shall purchase all of the Common
Securities then issued by the Trust, in an aggregate liquidation amount equal to
at least 3% of the total capital of the Trust, at such time as the Preferred
Securities are sold and issued. The aggregate stated liquidation amount of the
Common Securities outstanding at any time shall not be less than 3% of the total
capital of the Trust.

     (b) For so long as the Preferred Securities remain outstanding, the Sponsor
shall covenant:

          (i) to maintain, directly or indirectly, 100% ownership of the Common
     Securities; provided, however, that any permitted successor of the Sponsor
     (in its capacity as Debenture Issuer) under the Indenture may succeed to
     the Sponsor's ownership of such Common Securities;

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

          (iii) to use its commercially reasonable efforts to ensure that the
     Trust will not be an Investment Company required to be registered under the
     Investment Company Act; and

                                       44

<PAGE>

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

Section 6.5 Distributions.

     (a) Holders shall be entitled to receive Distributions that shall be
payable at a rate per annum of   % (the "Coupon Rate") of the stated liquidation
                               --
amount of $   per Security from and including   , 2002 to, but excluding, the
           --                                 --
Remarketing Date, and at the Reset Rate of the Accreted Value of the Security on
the Remarketing Date to, but excluding, the date of redemption. At all times,
the Distribution rate shall correspond to the interest rate on the Debentures.
The amount of a Distribution payable shall be computed:

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

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

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

Subject to Section 6.1(e), Distributions shall be made on the Securities on a
Pro Rata basis. Distributions shall be payable on the Distribution Dates only to
the extent that payments are made to the Trust in respect of the Debentures held
by the Property Trustee and to the extent the Trust has funds available for the
payment of such Distributions in the Property Account.

     (b) Distributions on the Securities shall accumulate from the date of
original issue, shall be cumulative and shall be payable quarterly in arrears on
February 1, May 1, August 1 and November 1 of each year (each, a "Distribution
Date"), commencing on   , 2002, when, as and if available for payment, except as
                      --
otherwise provided in this Declaration. Interest not paid on the Debentures on
the scheduled Interest Payment Dates shall accrue and compound quarterly at the
Coupon Rate of the aggregate principal amount or the Reset Rate of the Accreted
Value on the Remarketing Date, as applicable, and, as a result, Distributions
not paid on the scheduled Distribution Dates shall accumulate and compound
quarterly at the Coupon Rate of the aggregate stated liquidation amount or the
Reset Rate of the Accreted Value on the Remarketing Date, as applicable
("Compounded Distributions"). The terms "Distribution" shall mean ordinary
quarterly distributions together with any Compounded Distributions.

     (c) As long as no Indenture Event of Default has occurred and is continuing
and as long as a Failed Remarketing has not occurred, the Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period, at any time and 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

                                       45

<PAGE>

payable on the Debentures, provided that no Extension Period shall end on a date
other than an Interest Payment Date or extend beyond the stated maturity of the
Debentures. Upon the occurrence of a Failed Remarketing, any such Extension
Period shall terminate and interest shall be payable on the next Interest
Payment Date. As a consequence of such deferral, Distributions also shall be
deferred. Despite such deferral, interest on the Debentures shall continue to
accrue with additional interest thereon (to the extent permitted by applicable
law) and, as a result, Distributions shall continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law) at
the Coupon Rate of the stated liquidation amount or at the Reset Rate of the
Accreted Value on the Remarketing Date, as the case may be, compounded quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions of such Extension Period, may not
exceed 20 consecutive quarters or extend beyond the stated maturity date of the
Debentures. 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.

     (d) Distributions on the Securities shall be payable to the Holders as they
appear on the books and records of the Trust at the close of business on the
relevant Regular Record Dates; provided that Distributions payable on the
Remarketing Settlement Date shall be payable to the Holders as they appear on
the books and records of the Trust at the close of business on the Special
Record Date. If the Preferred Securities are represented by one or more Global
Preferred Securities, the relevant Regular Record Dates shall be the close of
business on the Business Day preceding the corresponding Distribution Date,
unless a different Regular Record Date is established or provided for the
corresponding Interest Payment Date on the Debentures. If the Preferred
Securities are not represented by one or more Global Preferred Securities, the
relevant Regular Record Dates for the Preferred Securities shall be at least one
Business Day prior to the corresponding Distribution Dates, or such other dates
as may be selected by the Administrative Trustees. The record dates for the
Common Securities shall be the same as the record dates for the Preferred
Securities. At all times, the Distribution Dates shall correspond to the
Interest Payment Dates on the Debentures.

     Distributions payable on any Securities that are not punctually paid on any
Distribution Date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution instead shall be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture for payment of the corresponding
defaulted interest on the Debentures.

     (e) If any date on which a Distribution is payable on the Securities is not
a Business Day, payment of the Distribution payable on such date will be made on
the next day that is a Business Day (and without any additional Distribution or
other payment in respect of any such delay), except that if such Business Day is
in the next calendar year, such payment shall be made on the

                                       46

<PAGE>

immediately preceding Business Day with the same force and effect as if made on
the date such payment was originally payable.

     (f) If and to the extent that the Debenture Issuer makes a payment of
principal of and premium, if any, and interest 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 of the Payment Amount to the Holders on a
Pro Rata basis, subject to Section 6.1(e).

     (g) 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 on a Pro Rata basis among the Holders subject to 6.1(e).

Section 6.6 Remarketing.

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

          (i) in connection with a Remarketing upon a Trading Remarketing Event
     or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as
     of the end of the day on the day next preceding the Remarketing Date shall
     become due on the date which is 60 days following the Remarketing Date,
     and, as a result, the Accreted Value of the Securities as of the end of the
     day on the day next preceding the Remarketing Date shall be redeemed on the
     date which is 60 days following the Remarketing Date;

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

          (iii) on the Remarketing Settlement Date, interest accrued and unpaid
     on the Debentures from and including the immediately preceding Interest
     Payment Date to, but excluding, the Remarketing Settlement Date shall be
     payable to the holders of the Debentures on the Special Record Date, and,
     as a result, Distributions accumulated and unpaid on the Securities from
     and including the immediately preceding Distribution Date to, but
     excluding, the Remarketing Settlement Date shall be payable to the Holders
     of the Securities on the Special Record Date;

          (iv) in connection with a Remarketing upon a Trading Remarketing Event
     or a Legal Cause Remarketing Event, the Sponsor shall be obligated to
     redeem the Warrants on the Remarketing Settlement Date at a redemption
     price per Warrant equal to the Warrant Value as of the end of the day on
     the day next preceding the Remarketing Date; and

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<PAGE>

          (v) on and after the Remarketing Date, the Warrants shall be
     exercisable at the Exercise Price.

     (b) The proceeds from the Remarketing of the Preferred Securities shall be
paid to the selling Holders, provided that, upon a Trading Remarketing Event or
a Legal Cause Remarketing Event, the proceeds from the Remarketing of the
Preferred Securities that are held pursuant to the Unit Agreement for which the
holders of such Units have elected to exercise their Warrants shall be paid
directly to the Warrant Agent to satisfy in full the Exercise Price of the
Warrants held by such holders.

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

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

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

          (ii) as of the date of which the Sponsor elects to cause a Remarketing
     of the Preferred Securities and on the Remarketing Date, no Trust
     Enforcement Event or deferral of Distributions to Holders of the Preferred
     Securities shall have occurred and be continuing;

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

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

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<PAGE>

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

               (A) the Warrant Requirements shall be satisfied; and

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

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

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

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

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

          (i) as of the date of which the Sponsor elects to cause a Remarketing
     of the Preferred Securities and on the Remarketing Date, no Trust
     Enforcement Event shall have occurred and be continuing;

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

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

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

               (A) the Warrant Requirements shall be satisfied; and

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<PAGE>

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

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

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

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

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

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

          (i) the rate of interest per annum on the Accreted Value of the
     Debentures (which, on the Maturity Remarketing Date, shall be equal to the
     principal amount of the Debentures) shall become the Reset Rate, and, as a
     result, the rate of Distribution per annum on the Accreted Value of the
     Securities (which, on the Maturity Remarketing Date, shall be equal to the
     stated liquidation amount of the Securities) shall become the Reset Rate;
     and

          (ii) pursuant to the Indenture, the Debenture Issuer no longer shall
     have the option to defer payments of interest on the Debentures.

     (g) Upon the occurrence of a Trading Remarketing Event or a Legal Cause
Remarketing Event and the election by the Sponsor to cause a Remarketing of the
Preferred Securities, or upon the Maturity Remarketing Date, as long as the
Preferred Securities are evidenced by Global Preferred Securities, deposited
with the Clearing Agency, the Sponsor shall request, not later than four nor
more than 20 days prior to the Remarketing Date, that the Clearing Agency notify
the Holders of the Preferred Securities of the Remarketing of the Preferred
Securities and of the procedures that must be followed if such Holder of
Preferred Securities wishes to elect not to participate in the Remarketing of
the Preferred Securities.

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<PAGE>

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

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

     (i) The right of each Holder to have Preferred Securities tendered for
purchase shall be limited to the extent that:

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

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

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

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

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

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

     (k) If, as a result of the efforts described in 6.6(j), the Remarketing
Agent determines that it will be able to remarket all of the Preferred
Securities deemed tendered for purchase at the purchase price set forth in
Section 6.6(j) prior to 4:00 p.m. (New York City time) on the

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<PAGE>

Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which
shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of 1%
per annum) that the Remarketing Agent determines, in its sole judgment, to be
the lowest rate per annum that will enable it to remarket all of the Preferred
Securities deemed tendered for Remarketing.

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

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

          (i) the Accreted Value of the Debentures as of the end of the day on
     the day next preceding the Remarketing Date shall become due on the date
     which is 60 days following the Failed Remarketing Date, and, as a result,
     the Accreted Value of the Securities as of the end of the day on the day
     next preceding the Remarketing Date shall be redeemed on the date which is
     60 days following the Failed Remarketing Date;

          (ii) the rate of interest per annum on the Accreted Value of the
     Debentures shall become the Reset Rate, and, as a result, the rate of
     Distribution per annum on the Accreted Value of the Securities shall become
     the Reset Rate; and

          (iii) pursuant to the Indenture, the Debenture Issuer no longer shall
     have the option to defer payments of interest on the Debentures.

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

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

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<PAGE>

          (i) the Clearing Agency, the Property Trustee, the Debenture Trustee,
     the Trust and the Sponsor of the Reset Rate determined in the Remarketing
     and the number of Preferred Securities sold in the Remarketing;

          (ii) each purchaser (or the Clearing Agency Participant thereof) of
     the Reset Rate and the number of Preferred Securities such purchaser is to
     purchase; and

          (iii) each purchaser to give instructions to its Clearing Agency
     Participant to pay the purchase price on the Remarketing Settlement Date in
     same day funds against delivery of the Preferred Securities purchased
     through the facilities of the Clearing Agency.

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

     (p) If any Holder of the Preferred Securities selling such Preferred
Securities (or any holder of Units selling the Preferred Securities that are
held pursuant to the Unit Agreement) in the Remarketing fails to deliver such
Preferred Securities, the Clearing Agency Participant of such selling holder and
of any other Person that was to have purchased Preferred Securities in the
Remarketing may deliver to any such other Person a number of Preferred
Securities that is less than the number of Preferred Securities that otherwise
was to be purchased by such Person. In such event, the number of Preferred
Securities to be so delivered shall be determined by such Clearing Agency
Participant, and delivery of such lesser number of Preferred Securities shall
constitute good delivery.

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

     (r) Under the Remarketing Agreement, the Sponsor, in its capacity as
Debenture Issuer, shall be liable for, and shall pay, any and all costs and
expenses incurred in connection with the Remarketing, and the Trust shall not
have any liabilities for such costs and expenses.

     (s) The tender and settlement procedures set in this Section 6.6, including
provisions for payment by purchasers of the Preferred Securities in the
Remarketing, shall be subject to modification to the extent required by the
Clearing Agency or if the book-entry system is no longer available for the
Preferred Securities at the time of the Remarketing, to facilitate the tendering
and remarketing of the Preferred Securities in definitive form. In addition, the

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<PAGE>

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

Section 6.7 Limited Right to Require Exchange of Preferred Securities and
            Repurchase of Debentures.

     (a) Upon the exercise of Warrants by a holder of Units on a date other than
a Remarketing Settlement Date, such Holder shall have the right (the "Repurchase
Right"), on the next Required Repurchase Date which is no less than 60 days
following the exercise date of such Warrants, to require the Trust to exchange
the Preferred Securities for Debentures having an Accreted Value on the date of
exchange equal to the Accreted Value of such Preferred Securities on such
exchange date plus accumulated and unpaid distributions (including deferred
distributions), and to require the Debenture Issuer to repurchase such
Debentures on the applicable Required Repurchase Date.

     (b) To exercise its Repurchase Right, a Unit holder shall:

          (i) provide the Administrative Trustees and the Debenture Issuer with
     notice of its election to exercise its Repurchase Right no less than 30
     days prior to the Required Repurchase Date on which such repurchase is to
     be effected;

          (ii) specify the number of Preferred Securities to be exchanged for
     Debentures by the Trust; and

          (iii) certify to the Administrative Trustees and the Debenture Issuer
     that such holder (A) has exercised the Warrants that are held pursuant to
     the Unit Agreement, each of which has an Exercise Price no less than the
     Accreted Value of the Preferred Security sought to be exchanged, and (B) is
     the beneficial owner of the Preferred Securities to be exchanged.

     (c) No less than three Business Days prior to the applicable Required
Repurchase Date:

          (i) if the Preferred Securities to be exchanged are represented by a
     Global Preferred Security, the Property Trustee shall make, in accordance
     with the instructions of the Exchange Agent, the necessary endorsement to
     the "Schedule of Increases or Decreases in Global Preferred Security"
     attached to the Global Preferred Security to reduce the amount of Preferred
     Securities represented thereby and shall instruct the Debenture Trustee to
     transfer to the Exchange Agent a corresponding Accreted Value of
     Debentures; and

          (ii) if the Preferred Securities to be exchanged are represented by
     Definitive Preferred Securities, (x) the Holder of such Preferred
     Securities shall present such Definitive Preferred Securities to the
     Property Trustee for cancellation and the Property Trustee shall so notify
     the Registrar and (y) the Property Trustee shall instruct the

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<PAGE>

     Debenture Trustee to deliver to such Holder, definitive Debentures having
     an Accreted Value equal to the Accreted Value of the cancelled Preferred
     Securities of such Holder.

     (d) On the applicable Required Repurchase Date, the Debenture Issuer shall
repurchase, pursuant to the Indenture, the Debentures which were the subject of
an exchange notice received by the Debenture Issuer pursuant to Section 6.7(b)
at the Repurchase Price.

Section 6.8 Change of Control Right to Require Exchange of Preferred Securities
and Repurchase of Debentures.

     (a) Upon the occurrence of a Change of Control, each Holder of a Preferred
Security shall have the right (a "Change of Control Repurchase Right") to
exchange any or all of such Holder's Preferred Securities for Debentures having
an Accreted Value on the date of exchange equal to the Accreted Value of such
Preferred Securities on such exchange date, and to require the Debenture Issuer
to repurchase such Debentures on the Change of Control Repurchase Date.

     (b) Within 30 days after the occurrence of a Change of Control, the Sponsor
shall give notice to each Holder of a Preferred Security and the Property
Trustee of the transaction that constitutes the Change of Control, identifying
such transaction as constituting a Change of Control and setting forth the
resulting repurchase right (the date of such notice, the "Change of Control
Notice Date").

     (c) To exercise its Change of Control Repurchase Right, a Holder of
Preferred Securities shall:

          (i)  provide the Trust, the Debenture Issuer, the Property Trustee and
     the Exchange Agent with irrevocable notice of its election to exercise its
     Change of Control Repurchase Right no earlier than 60 days and no later
     than 90 days following the Change of Control Notice Date; and

          (ii) specify the number of Preferred Securities to be exchanged for
     Debentures by the Trust.

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

          (i) if the Preferred Securities to be exchanged are represented by a
     Global Preferred Security, the Property Trustee shall make, in accordance
     with the instructions of the Exchange Agent, the necessary endorsement to
     the "Schedule of Increases or Decreases in Global Preferred Security"
     attached to the Global Preferred Security to reduce the amount of Preferred
     Securities represented thereby and shall instruct the Debenture Trustee to
     transfer to the Exchange Agent a corresponding Accreted Value of
     Debentures; and

          (ii) if the Preferred Securities to be exchanged are represented by
     Definitive Preferred Securities, (x) the Holder of such Preferred
     Securities shall present such

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<PAGE>

     Definitive Preferred Securities to the Property Trustee for cancellation
     and the Property Trustee shall so notify the Registrar and (y) the Property
     Trustee shall instruct the Debenture Trustee to deliver to such Holder,
     definitive Debentures having an Accreted Value equal to the Accreted Value
     of the cancelled Preferred Securities of such Holder.

     (e) On the Change of Control Repurchase Date, the Debenture Issuer shall
repurchase, pursuant to the Indenture, the Debentures which were the subject of
an exchange notice received by the Debenture Issuer pursuant to Section 6.8(c)
at the Change of Control Repurchase Price.

Section 6.9 Redemption.

     (a) Except as provided in Sections 6.7 and 6.8, upon the repayment of the
Debentures held by the Trust, in whole or in part, whether at Stated Maturity
(as adjusted in connection with a Remarketing, if applicable) or otherwise, the
proceeds from such repayment shall be simultaneously applied by the Property
Trustee (subject to the Property Trustee having received notice no later than 45
days prior to such repayment) to redeem a Like Amount of the Securities at a
redemption price equal to the redemption price in respect of the Debentures plus
an amount equal to accumulated and unpaid Distributions on the Securities
through the date of redemption (the "Redemption Price"). The Redemption Price
shall be payable on the date of redemption (the "Redemption Date") only to the
extent that the Trust has sufficient funds available for the payment of such
Redemption Price.

     (b) If the Debentures are repaid in part, the Securities shall be redeemed
in part. Except as provided in Section 6.13, the proceeds from such repayment of
Debentures shall be allocated on a Pro Rata basis to the redemption of the
Securities.

     (c) The procedure with respect to redemptions of Securities shall be as
follows:

          (i) Notice of any redemption of Securities (a "Redemption Notice"),
     which notice shall be irrevocable, shall be given by the Trust by mail to
     each Holder of Securities to be redeemed not fewer than 30 nor more than 60
     days before the Redemption Date, which shall be the date fixed for
     repayment of the Debentures. A Redemption Notice shall be deemed to be
     given on the day such notice is first mailed by first-class mail, postage
     prepaid, to Holders. No defect in the Redemption Notice or in the mailing
     of the redemption Notice with respect to any Holder shall affect the
     validity of the redemption proceedings with respect to any other Holder.

          (ii) Each Redemption Notice shall be prepared by the Administrative
     Trustees and delivered to the Property Trustee, which will then send such
     Redemption Notice on behalf of the Trust to:

               (A) in respect of the Preferred Securities, the Clearing Agency
          or its nominee (or any successor Clearing Agency or its nominee) if
          the Global Preferred Securities have been issued or, the Holders
          thereof if Definitive Preferred Securities have been issued, and

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<PAGE>

               (B) in respect of the Common Securities, the Holder (or Holders)
          thereof.

          (iii) Once the Trust gives a Redemption Notice:

               (A) with respect to Preferred Securities issued in book-entry
          form, by 12:00 noon (New York City time) on the Redemption Date of
          such Preferred Securities, provided that the Debenture Issuer has paid
          the Property Trustee a sufficient amount of cash in connection with
          the related repayment of the Debentures by 10:00 a.m. (New York City
          time) on such redemption date, the Property Trustee shall deposit
          irrevocably with the Clearing Agency or its nominee such (or successor
          Clearing Agency or its nominee) funds sufficient to pay the applicable
          Redemption Price with respect to such Global Preferred Securities and
          shall 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 definitive
          form and Common Securities, by 12:00 noon (New York City time) on the
          Redemption Date of such Securities, provided that the Debenture Issuer
          has paid the Property Trustee a sufficient amount of cash in
          connection with the related repayment of the Debentures by 10:00 a.m.
          (New York City time) on such Redemption Date, the Property Trustee
          shall deposit irrevocably with the Paying Agent such funds sufficient
          to pay the applicable Redemption Price with respect to such Definitive
          Preferred Securities and Common Securities and shall give the Paying
          Agent irrevocable instructions and authority to pay the Redemption
          Price to the relevant Holders upon surrender of their Certificates
          evidencing their Securities.

          (iv) If a Redemption Notice shall have been given and funds deposited
     as required, then, immediately prior to the close of business on the
     Redemption Date, Distributions shall cease to accumulate on the Securities
     called for redemption and all rights of Holders of Securities called for
     redemption, except the right of such Holders to receive the Redemption
     Price (but without interest on such Redemption Price), shall cease, and
     such Securities shall cease to be outstanding.

          (v) Payment of accumulated and unpaid Distributions on the Redemption
     Date of the Securities shall be subject to the rights of Holders on the
     close of business on a Regular Record Date in respect of a Distribution
     Date occurring prior to or on such Redemption Date.

          (vi) If any Redemption Date is not a Business Day, payment of the
     Redemption Price payable on such Redemption Date shall be made on the next
     day that is a Business Day (and without any interest or other payment in
     respect of any such delay) except that, if such next Business Day falls in
     the next calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on the date such payment was originally payable.

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<PAGE>

          (vii) If payment of the Redemption Price in respect of any Securities
     called for redemption is improperly withheld or refused and not paid either
     by the Property Trustee or by the Sponsor pursuant to the Guarantee,
     Distributions on such Securities shall continue to accumulate from the
     redemption date originally established by the Trust to the date such
     Redemption Price is actually paid, in which case the actual payment date
     shall be the Redemption Date for purposes of calculating the Redemption
     Price.

          (viii) 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.

Section 6.10 Distribution of Debentures in Exchange for Securities Upon the
Occurrence of a Special Event.

     (a) If at any time either a Tax Event or an Investment Company Act Event
occurs (each, a "Special Event") and certain conditions set forth in Section
6.10(b) are satisfied, the Administrative Trustees may dissolve the Trust and,
after satisfaction of liabilities to creditors of the Trust as provided by
applicable law, cause the Debentures held by the Property Trustee to be
distributed to the Holders in liquidation of such Holders' interests in the
Trust on a Pro Rata basis, upon not less than 30 nor more than 60 days notice,
within the 90 days following the occurrence of such Special Event (the "90 Day
Period"), and, simultaneous with such distribution, to cause a Like Amount of
the Securities to be exchanged by the Trust on a Pro Rata basis.

     (b) The dissolution of the Trust and distribution of the Debentures
pursuant to Section 6.10(a) shall be permitted only upon satisfaction of the
following three conditions:

          (i) the receipt by the Administrative Trustees of an Opinion of
     Counsel, rendered by an independent law firm having a recognized national
     tax practice, to the effect that the Holder shall 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 the Debentures (a "No
     Recognition Opinion"); provided that if a Special Event occurs and the
     administrative Trustees are informed by an independent counsel that such
     counsel cannot deliver a No Recognition Opinion to the Trust, and thus a
     dissolution of the Trust and distribution of the Debentures shall not be
     permitted, the Debenture Issuer shall have the right to cause a Remarketing
     of the Preferred Securities as set forth in Section 6.6 within the 90 Day
     Period;

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

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     reasonable measure) that:

          (A) has no material adverse effect on the Trust, the Debenture Issuer
     or the Holders; or

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

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

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

     Each Debenture Distribution Notice shall be prepared by the Administrative
Trustee and delivered to the Property Trustee, which will then send such
Debenture Distribution Notice on behalf of the Trust to:

          (i) in respect of the Preferred Securities, the Clearing Agency or its
     nominee (or any successor Clearing Agency or its nominee) if the Global
     Preferred Securities have been issued or, the Holders thereof if Definitive
     Preferred Securities have been issued, and

          (ii) in respect of the Common Securities, the Holder (or Holders)
     thereof.

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

          (i) the Securities no longer shall 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) shall be deemed to represent Debentures having an aggregate
     principal amount equal to the aggregate liquidation amount of such
     Securities and bearing accrued and unpaid interest in an amount equal to
     the accumulated and unpaid Distributions on such Securities, until such
     certificates are

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     presented for cancellation, at which time the Debenture Issuer shall issue,
     and the Debenture Trustee shall authenticate, a certificate representing
     such Debentures.

     (e) In the event of a dissolution of the Trust and a distribution of the
Debentures, pursuant to the Indenture, the Debenture Issuer shall have the same
rights, and shall be subject to the same terms and conditions, to cause a
Remarketing of the Debentures as the Sponsor has and is subject to under Section
6.6 to cause a Remarketing of the Preferred Securities.

Section 6.11 Voting Rights of the Preferred Securities.

     (a) Except as provided under this Section 6.11 and 11.1 and as otherwise
required by the Business Trust Act, this Declaration and other applicable law,
the Holders of the Preferred Securities shall have no voting rights.

     (b) Subject to the requirement of the Property Trustee obtaining a tax
opinion in certain circumstances set forth in Section 6.11(d), the Holders of a
Majority in Liquidation Amount of the Preferred Securities, voting separately as
a class, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or to direct
the exercise of any trust or power conferred upon the Property Trustee under
this Declaration, including the right to direct the Property Trustee, as Holder
of the Debentures, to:

          (i) exercise the remedies available to it under the Indenture;

          (ii) consent to any amendment or modification of the Indenture or the
     Debentures where such consent is required; or

          (iii) waive any past default and its consequences that are waivable
     under Section 2.11 of the First Supplemental Indenture;

provided that if an Indenture Event of Default has occurred and is continuing,
the Holders of at least 25% of the aggregate stated liquidation amount of the
Preferred Securities may direct the Property Trustee to declare the principal of
and premium, if any, and interest on the Debentures due and payable; and
provided further that where a consent or action under the Indenture would
require the consent or act of the Holders of a Super Majority of the aggregate
principal amount of Debentures affected thereby, the Property Trustee may give
such consent or take such action only at the written direction 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.

     (c) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Preferred Securities has made a written request,
such Holder of Preferred Securities may institute, to the fullest extent
permitted by law, a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Indenture without first
instituting any legal proceeding against the Property Trustee or any other
Person. In addition, if a Trust

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Enforcement Event has occurred and is continuing and such event is attributable
to the failure of the Debenture Issuer to make any interest, principal or other
required payments when due under the Indenture, then a Holder of Preferred
Securities may institute a Direct Action against the Debenture Issuer on or
after the respective due date specified in the Debentures.

     (d) The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clauses (i) and (ii) of Section 6.10(b),
unless the Property Trustee has received an Opinion of Counsel, rendered by an
independent law firm experienced in such matters, to the effect that the Trust
will not fail to be classified as a grantor trust for United States federal
income tax purposes as a result of such action, and that each Holder of
Preferred Securities shall be treated as owning an undivided beneficial interest
in the Debentures.

     (e) If the consent of the Property Trustee, as the Holder of the
Debentures, is required under the Indenture with respect to any amendment or
modification of the Indenture, the Property Trustee shall request the direction
of the Holders with respect to such amendment or modification and shall vote
with respect to such amendment or modification as directed by a Majority in
Liquidation Amount of the Securities voting together as a single class; provided
that where a consent under the Indenture would require the consent of the
Holders of a Super Majority of the aggregate principal amount of the Debentures,
the Property Trustee may give such consent only at the direction of the Holders
of at least the proportion in aggregate liquidation amount of the Securities
that the relevant Super Majority represents of the aggregate principal amount of
the Debentures outstanding. The Property Trustee shall not take any such action
in accordance with the directions of the Holders of the Securities unless the
Property Trustee has received an Opinion of Counsel, rendered by an independent
law firm experienced in such matters, to the effect that the Trust will not fail
to be classified as a grantor trust for United States federal income tax
purposes as a result of such action, and that each Holder of Securities will be
treated as owning an undivided beneficial interest in the Debentures.

     (f) A waiver of an Indenture Event of Default with respect to the
Debentures shall constitute a waiver of the corresponding Trust Enforcement
Event.

     (g) Any required approval or direction of the Holders of the Preferred
Securities may be given at a separate meeting of the Holders of the Preferred
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent. The Administrative Trustees shall
cause a notice of any meeting at which Holders of the Preferred Securities are
entitled to vote to be mailed to each Holder of record of Preferred Securities.
Each such notice shall include a statement setting forth:

          (i) the date of such meeting;

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          (ii) a description of any resolution proposed for adoption at such
     meeting on which such Holders are entitled to vote; and

          (iii) instructions for the delivery of proxies.

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

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

     (j) Except as provided under Section 6.11(k), the Holders of the Preferred
Securities shall have no rights to appoint or remove the Trustees, who may be
appointed, removed or replaced solely by the Holders of the Common Securities.

     (k) If an Indenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed and replaced by a
Majority in Liquidation Amount of the Preferred Securities.

Section 6.12 Voting Rights of the Common Securities.

     (a) Except as provided in Section 5.1(b), this Section 6.12 and Section
11.1 and as otherwise required by the Business Trust Act, the Trust Indenture
Act or other applicable law, the Holders of the Common Securities shall have no
voting rights.

     (b) Subject to Section 6.11(k), the Holders of the Common Securities shall
be entitled to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees in accordance with Article V.

     (c) Subject to Section 2.6 and only after all Trust Enforcement Events with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated and subject to the requirement of the Property Trustee receiving an
Opinion of Counsel, rendered by an independent law firm experienced in such
matters, in certain circumstances set forth in this Section 6.12(c), the Holders
of the Common Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee, or to direct the exercise of any trust or power conferred upon the
Property Trustee under this Declaration, including the right to direct the
Property Trustee, as the holder of the Debentures, to:

          (i) exercise the remedies available to it under the Indenture;

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          (ii) consent to any amendment or modification of the Indenture or the
     Debentures where such consent is required; or

          (iii) waive any past default and its consequences that are waivable
     under Section 2.11 of the First Supplemental Indenture;

provided that where a consent or action under the Indenture would require the
consent or act of the Holders of a Super Majority of the aggregate principal
amount of Debentures affected thereby, only 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 may direct the Property Trustee to give such consent or take such
action. Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clauses (i) and (ii) of this
Section 6.11(c) unless the Property Trustee has received an Opinion of Counsel,
rendered by an independent law firm experienced in such matters, to the effect
that the Trust will not fail to be classified as a grantor trust for United
States federal income tax purposes as a result of such action, and each Holder
will be treated as owning an undivided beneficial interest in the Debentures.

     (d) If the Property Trustee fails to enforce its rights under the
Debentures after the Holders of the Common Securities have made a written
request pursuant to Section 6.11(c), the Holders of the Common Securities may
institute, to the fullest extent permitted by law, a legal proceeding directly
against the Debenture Issuer to enforce the Property Trustee's rights under the
Debentures without first instituting any legal proceeding against the Property
Trustee or any other Person.

     (e) A waiver of an Indenture Event of Default with respect to the
Debentures shall constitute a waiver of the corresponding Trust Enforcement
Event.

     (f) Any required approval or direction of the Holders of the Common
Securities may be given at a separate meeting of the Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written consent. The Administrative Trustees shall
cause a notice of any meeting at which the Holders of the Common Securities are
entitled to vote to be mailed to the Holders of the Common Securities. Such
notice shall include a statement setting forth:

          (i) the date of such meeting;

          (ii) a description of any resolution proposed for adoption at such
     meeting on which the Holders of the Common Securities are entitled to vote;
     and

          (iii) instructions for the delivery of proxies.

     (g) No vote or consent of the Holders of the Common Securities shall be
required for the

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Trust to redeem and cancel the Common Securities or to distribute the Debentures
in accordance with this Declaration and the terms of the Securities.

Section 6.13 Ranking.

     The Preferred Securities rank pari passu with the Common Securities and
payment thereon shall be made on a Pro Rata basis with the Common Securities,
except that, if a Trust Enforcement Event 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 other payments to which they are entitled at
such time.

Section 6.14 Registrar, Paying Agent and Transfer Agent.

     The Trust shall maintain in the Borough of Manhattan, The City of New York
or in the City of Wilmington, Delaware:

          (i) an office or agency where Preferred Securities may be presented
     for registration of transfer ("Registrar"),

          (ii) an office or agency where Definitive Preferred Securities may be
     presented for payment, if any Preferred Securities are not represented by
     one or more Global Preferred Securities ("Paying Agent"); and

          (iii) an office or agency where Securities may be presented for
     transfer and exchange ("Transfer Agent").

     The Registrar shall keep a register of the Preferred Securities and of
their transfer. The term "Registrar" includes any additional registrar, "Paying
Agent" includes any additional paying agent and the term "Transfer Agent"
includes any additional transfer agent. The Administrative Trustees on behalf of
the Trust may appoint the Registrar, the Paying Agent and the Transfer Agent. If
the Administrative Trustees fail to appoint or maintain another entity as
Registrar, Paying Agent or Transfer Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent, Registrar, or
Transfer Agent. The Administrative Trustees on behalf of the Trust may change
any Registrar, Paying Agent or Transfer 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 Administrative Trustees. The Administrative Trustees
on behalf of the Trust shall notify the Property Trustee and the Holders of any
change in the location of the office or agency of any Agent.

     The Trust shall act as Paying Agent, Registrar and Transfer Agent for the
Common Securities.

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

Section 6.15 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 Distributions, Redemption Price or Liquidation Amounts, 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 any 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 6.16 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, the
Trust shall issue and the Property Trustee shall, upon written order of the
Trust signed by one Administrative Trustee, authenticate a replacement Security
if the Property Trustee's and the Trust's requirements, as the case may be, 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 6.17 Outstanding Preferred Securities.

     The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee and, in the case of the Global
Preferred Securities, specified in the "Schedule of Increases or Decreases in
Global Preferred Security" attached thereto (or on the books and records of the
Property Trustee and the Clearing Agency or its nominee), except for those
canceled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

     A Preferred Security does not cease to be outstanding because the Sponsor,
one of the Trustees or any Affiliate of the Sponsor or any of the Trustees owns
the Security.

Section 6.18 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 Sponsor, the Trustees or

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any Affiliate of the Sponsor or any Trustees, 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 a Responsible
Officer of the Property Trustee actually knows are so owned shall be so
disregarded.

Section 6.19 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 of such
Security for purposes of receiving Distributions and for all other purposes
whatsoever. Accordingly, the Trustees 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 6.20 Cancellation.

     The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Transfer 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 cancelled Preferred Securities as the Trust directs in writing,
provided that the Property Trustee shall not be obligated to destroy Preferred
Securities. 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 6.21 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 Redemption Notices, Distribution Notices and notices of Remarketing
or as a convenience to Holders of Preferred Securities; provided that any such
notice 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.

Section 6.22 Global Preferred Securities; Legends

     (a) Preferred Securities offered and sold in reliance on Rule 144A under
the Securities Act ("Rule 144A") shall be issued initially in the form of one or
more permanent global certificates in registered form without interest coupons,
in substantially the form set forth in Exhibit A (a "Rule

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144A Global Preferred Security"), deposited with the Property Trustee, as
custodian for the Clearing Agency, duly executed by each Issuer and
authenticated by the Property Trustee as hereinafter provided.

     Preferred Securities offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S") shall be issued initially in the form of one or
more global certificates in registered form without interest coupons, in
substantially the form set forth in Exhibit A (a "Restricted Regulation S Global
Preferred Security"), which shall be deposited with the Property Trustee, as
custodian for the Clearing Agency, and registered in the name of the Clearing
Agency or the nominee of the Clearing Agency for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by each
Issuer and authenticated by the Property Trustee as hereinafter provided. The
one-year restricted period (as defined in Regulation S, the "Restricted Period")
for any Preferred Security shall be terminated upon the receipt by the Property
Trustee of

          (i) a written certificate from the Clearing Agency, together with
     copies of certificates from Euroclear and Clearstream certifying that they
     have received certification of non-United States beneficial ownership of
     100% of the interests in the Restricted Regulation S Global Preferred
     Security (except to the extent of any beneficial owners thereof who
     acquired an interest therein during the Restricted Period pursuant to
     another exemption from registration under the Securities Act and who will
     take delivery of a beneficial interest in a 144A Global Preferred Security,
     and

          (ii) an Officers' Certificate from the Issuers.

     Following the termination of the Restricted Period, beneficial interests in
a Restricted Regulation S Global Preferred Security shall be exchanged for
beneficial interests in one or more permanent global certificates in registered
form without interest coupons, in substantially the form set forth in Exhibit A
(a "Regulation S Permanent Global Preferred Security" and collectively with the
Restricted Regulation S Global Preferred Security, the "Regulation S Global
Preferred Securities") pursuant to the Applicable Procedures. Simultaneously
with the authentication of the Regulation S Permanent Global Preferred
Securities, the Property Trustee shall cancel the Restricted Regulation S Global
Preferred Securities with respect to such series. The aggregate liquidation
amount of the Restricted Regulation S Global Preferred Securities of each series
and the Regulation S Permanent Global Preferred Securities of each series 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 the case may
be, in connection with transfers of interest as hereinafter provided.

     The Rule 144A Global Preferred Securities, the Restricted Regulation S
Global Preferred Securities and the Regulation S Permanent Global Preferred
Securities are collectively referred to in this Section 6.22 as the "Global
Preferred Securities."

     The provisions of the "Operating Procedures of the Euroclear System" and
"Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream"

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and "Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in the Restricted Regulation S Global Preferred Securities
and the Regulation S Global Preferred Securities that are held by Participants
through Euroclear or Clearstream.

     (b) Every Global Preferred Security authenticated, executed on behalf of
the Holders and delivered hereunder shall bear a legend in substantially the
following form:

     "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A
NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF
THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

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

     Unless and until the Preferred Securities have been registered as
contemplated in the Resale Registration Rights Agreement, or otherwise, every
certificate authenticated, executed and delivered hereunder shall bear a legend
in substantially the following form:

     THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2)
AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE

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ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY EXCEPT (A) TO NEW YORK COMMUNITY BANCORP, INC. OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE

     SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES
TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY
EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE PROPERTY TRUSTEE (OR ANY SUCCESSOR
PROPERTY TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE
2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
PROPERTY TRUSTEE (OR ANY SUCCESSOR PROPERTY TRUSTEE, AS APPLICABLE) SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS NEW YORK COMMUNITY
BANCORP, INC. MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO
CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF
THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE
SECURITIES.

     Each Restricted Regulation S Global Preferred Security shall bear the
following legend on the face thereof:

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     PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"))
("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT
(A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.

     (c) An Administrative Trustee shall execute, and the Property Trustee shall
authenticate and deliver, one or more Global Preferred Securities that:

          (i) shall be registered in the name of the Clearing Agency or the
     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 instructions or, if no such
     instructions are received by the Property Trustee, shall be held by the
     Property Trustee as custodian for such Clearing Agency.

The Global Preferred Securities shall represent such of the outstanding
Preferred Securities as shall be specified in the "Schedule of Increases or
Decreases in Global Preferred Security" attached thereto (or on the books and
records of the Property Trustee and the Clearing Agency or its nominee).
Initially the number of Preferred Securities evidenced by the Global Preferred
Securities shall be zero and shall not, at any time, represent more than
                                                                          ---
(or     if the Initial Purchaser's over-allotment option with respect to the
    ---
Units is exercised in full) Preferred Securities with a maximum liquidation
value of $    (or $    if the Initial Purchaser's over-allotment option with
          ---      ---
respect to the Units is exercised in full).

     In addition, Global Preferred Securities shall bear a legend substantially
to the following effect:

     "This Preferred Security is a Global Preferred Security within the meaning
     of the Declaration hereinafter referred to and is registered in the name of
     The Depository Trust Company, a New York corporation (the "Clearing
     Agency"), or a nominee of the Clearing Agency. This Preferred Security is
     exchangeable for Preferred Securities registered in the name of a person
     other than the Clearing Agency or its nominee only in the limited
     circumstances described in the Declaration, and no transfer of this
     Preferred Security (other than a transfer of this Preferred Security as a
     whole by the Clearing Agency to a nominee of the Clearing Agency or by a
     nominee of the Clearing Agency to the Clearing Agency or another nominee of
     the Clearing Agency) may be registered except in limited

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---

     circumstances. Unless this certificate is presented by an authorized
     representative of the Clearing Agency to New York Community Capital
     Trust     or its agent for registration of transfer, exchange or payment,
           ---
     and any certificate issued is registered in the name of Cede & Co. or such
     other name as requested by an authorized representative of the Clearing
     Agency (and any payment hereon is made to Cede & Co. or to such other
     entity as is requested by an authorized representative of the Clearing
     Agency), and except as otherwise provided in the Declaration, ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL since the registered owner hereof, Cede & Co., has an interest
     herein."

     (d) Preferred Securities not represented by a Global Preferred Security
issued in exchange for all or a part of a Global Preferred Security pursuant to
this Section 6.22 shall be registered in such names and in such authorized
denominations as the Clearing Agency, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Property Trustee. Upon
execution and authentication, the Property Trustee shall deliver any Preferred
Securities not represented by a Global Preferred Security to the Persons in
whose names such Definitive Preferred Securities are so registered.

     (e) At such time as all interests in Global Preferred Securities have been
redeemed, repurchased or canceled, such Global Preferred Securities shall be
canceled, upon receipt thereof, by the Property Trustee in accordance with
standing procedures of the Clearing Agency. At any time prior to such
cancellation, if any interest in a Global Preferred Security is exchanged for
Preferred Securities not represented by a Global Preferred Security, redeemed,
canceled or transferred to a transferee who receives Preferred Securities not
represented by a Global Preferred Security, or if any Preferred Security not
represented by a Global Preferred Security is exchanged or transferred for part
of a Global Preferred Security, then, in accordance with the standing procedures
of the Clearing Agency, the aggregate stated liquidation amount of such Global
Preferred Security shall be reduced or increased, as the case may be, and an
endorsement shall be made on such Global Preferred Security by the Property
Trustee to reflect such reduction or increase in the "Schedule of Increases or
Decreases in Global Preferred Security" attached thereto.

     (f) The Trust and the Property Trustee, as the authorized representative of
the Holders of the Preferred Securities, may deal with the Clearing Agency for
all purposes of this Declaration, including the making of payments due on the
Preferred Securities and exercising the rights of Holders of the Preferred
Securities hereunder. The rights of any Preferred Security Beneficial Owners
shall be limited to those established by law and agreements between such owners
and Clearing Agency Participants; provided that no such agreement shall give to
any Person any rights against the Trust or the Property Trustee. Multiple
requests and directions from and votes of the Clearing Agency as the Holder of
the Preferred Securities represented by Global Preferred Securities with respect
to any particular matter shall not be deemed inconsistent to the extent they do
not represent an amount of Preferred Securities in excess of those held in the
name of the Clearing Agency or its nominee.

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     (g) If at any time the Clearing Agency notifies the Trust that it is
unwilling or unable to continue as Clearing Agency for the Preferred Securities
or if at any time the Clearing Agency no longer is eligible to serve as Clearing
Agency, the Administrative Trustees shall appoint a successor Clearing Agency
with respect to the Preferred Securities. If a successor Clearing Agency is not
appointed by the Trust within 90 days after the Trust receives such notice or
becomes aware of such ineligibility, the Trust's election that the Preferred
Securities be represented by one or more Global Preferred Securities shall no
longer be effective, and an Administrative Trustee shall execute, and the
Property Trustee shall authenticate and deliver, Definitive Preferred
Securities, in any authorized denominations, in an aggregate stated liquidation
amount equal to the aggregate stated liquidation amount of the Global Preferred
Securities representing the Preferred Securities, in exchange for such Global
Preferred Securities. An Administrative Trustee also shall execute, and the
Property Trustee also shall authenticate and deliver, Definitive Preferred
Securities, in any authorized denominations, in an aggregate stated liquidation
amount equal to the aggregate stated liquidation amount of the Global Preferred
Securities representing the Preferred Securities, in exchange for such Global
Preferred Securities, if (1) the Sponsor in its sole discretion elects to cause
the issuance of the Preferred Securities in definitive form or (2) there shall
have occurred and be continuing any event which after notice or lapse of time or
both would be a Trust Enforcement Event.

     (h) The Administrative Trustees at any time and in their sole discretion
may determine that the Preferred Securities issued in the form of one or more
Global Preferred Securities shall no longer be represented by Global Preferred
Securities. In such event an Administrative Trustee on behalf of the Trust shall
execute, and the Property Trustee shall authenticate and deliver, Definitive
Preferred Securities, in any authorized denominations, in an aggregate stated
liquidation amount equal to the aggregate stated liquidation amount of the
Global Preferred Securities representing the Preferred Securities, in exchange
for such Global Preferred Securities.

     (i) Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.1), Global Preferred Securities may not be
transferred as a whole except by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to 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.

     (j) Interests of Preferred Security Beneficial Owners in a Global Preferred
Security may be transferred or exchanged for Preferred Securities not
represented by a Global Preferred Security, and Preferred Securities not
represented by a Global Preferred Security may be transferred or exchanged for a
Global Preferred Security or Securities, in accordance with rules of the
Clearing Agency and the provisions of Section 7.1.


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                                   ARTICLE VII
                             TRANSFER OF SECURITIES

Section 7.1 Transfer of Securities.

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

     (b) Subject to this Section 7.1 and Section 6.22, the Preferred Securities
shall be freely transferrable.

     (c) The Common Securities shall not be transferrable except as provided in
the Indenture.

     (d) The Trust shall cause to be kept at the Corporate Trust Office the
books and records in which, subject to such reasonable regulations as it may
prescribe, the Trust shall provide for the registration of Preferred Securities
and of transfers of Preferred Securities.

     (e) Upon surrender for registration of transfer of any Preferred Securities
at an office or agency of the Trust designated for such purpose, an
Administrative Trustee shall execute, and the Property Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities of any authorized
denominations and of a like aggregate principal amount.

     (f) At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations and of a like
aggregate stated liquidation amount, upon surrender of the Preferred Securities
to be exchanged at such office or agency. Whenever any Preferred Securities are
so surrendered for exchange, an Administrative Trustee shall execute, and the
Property Trustee shall authenticate and deliver, the Preferred Securities that
the Holder making the exchange is entitled to receive.

     (g) If so required by the Property Trustee, every Preferred Security
presented or surrendered for registration of transfer or for exchange shall be
duly endorsed, or accompanied by a duly executed written instrument of transfer
in form satisfactory to the Property Trustee and the Registrar, by the Holder
thereof or his attorney duly authorized in writing.

     (h) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Preferred
Securities.

     (i) If the Preferred Securities are to be redeemed in part, neither the
Administrative Trustees nor the Trust shall be required to register the transfer
of or exchange any Preferred Securities:

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<PAGE>

          (i) during a period beginning on the opening of business 15 days
     before the day of the mailing of a Redemption Notice or any notice of
     selection of Securities for redemption; or

          (ii) so selected for redemption, except the unredeemed portion of any
     such Preferred Securities being redeemed in part.

     (j) Special Transfer Provisions.

     The following provisions will apply prior to the registration of the
Preferred Securities pursuant to the Resale Registration Rights Agreement, or
otherwise:

     The Securities Act Legend shall not be removed from the applicable
Preferred Securities except as provided in this Section. The Securities Act
Legend may be removed from a Rule 144A Preferred Security if there is delivered
to the Sponsor and the Property Trustee a certification in the form of Exhibit E
hereto and such satisfactory evidence, which may include an Opinion of Counsel,
as may be reasonably required by the Sponsor, that neither the Securities Act
Legend nor the restrictions on transfer set forth therein are required to ensure
that transfers of such Rule 144A Preferred Security will not violate the
registration requirements of the Securities Act. Upon provision of such
certification and any such satisfactory evidence, the Property Trustee shall
authenticate and deliver in exchange for such Rule 144A Preferred Security or
Preferred Securities having an equal aggregate amount that does not bear the
Securities Act Legend. If the Securities Act Legend has been removed from a
Preferred Security as provided above, no other Preferred Security issued in
exchange for all or any part of such Preferred Security shall bear such legend,
unless the Sponsor has reasonable cause to believe that such other Preferred
Security is a "restricted security" within the meaning of Rule 144 under the
Securities Act and instructs the Property Trustee to cause the Securities Act
Legend to appear thereon.

     Before the termination of the Restricted Period, transfers by an owner of a
beneficial interest in the Regulation S Global Preferred Security to a
transferee who takes delivery of such interest through the Rule 144A Preferred
Security will be made only in accordance with the procedures of DTC, to the
extent applicable, and upon receipt by the Property Trustee of a written
certification from the transferor of the beneficial interest in the form of
Exhibit D to the effect that such transfer is being made to a Person who the
transferor reasonably believes is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction. After the end of the Restricted Period, such
certification requirement will no longer apply to such transfers.

     Transfers by an Holder of a Definitive Preferred Security bearing the
Securities Act Legend or of a beneficial interest in the Rule 144A Preferred
Security to a transferee who takes delivery of such interest through the
Regulation S Global Preferred Security or in the form of a Definitive Preferred
Security not bearing the Securities Act Legend will be made only upon receipt by
the Property Trustee of a written certification from the transferor in the form
of Exhibit

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<PAGE>

C to the effect that such transfer is being made in accordance with Regulation
S.

     Upon any such exchange or transfer of all or a portion of any Global
Preferred Security for a Definitive Preferred Security or an interest in either
the Rule 144A Preferred Security or the Regulation S Global Preferred Security,
the Global Preferred Security from which an interest is to be so exchanged or
transferred will be marked to reflect the reduction of its stated aggregate
liquidation, as applicable, by the stated aggregate liquidation of such
Definitive Preferred Security or the interest to be so exchanged or transferred
for an interest in a Regulation S Global Preferred Security or a Rule 144A
Preferred Security, as the case may be. Until so exchanged or transferred in
full, such Global Preferred Security will in all respects be entitled to the
same benefits under this Declaration as the Definitive Preferred Security
authenticated and delivered hereunder.

     Each purchaser (other than the Initial Purchaser) of the Preferred
Securities (including, without limitation, any purchaser of an interest in the
Global Preferred Securities) will be deemed to have represented and agreed as
follows:

          (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A
     and is acquiring the Preferred Securities for its own institutional account
     or for the account or accounts of a Qualified Institutional Buyer, or (B)
     purchasing Preferred Securities in an offshore transaction in accordance
     with Rule 903 or Rule 904 of Regulation S under the Securities Act;

          (b) It understands that the Preferred Securities are being transferred
     to it in a transaction not involving any public offering within the meaning
     of the Securities Act, and that, if in the future it decides to resell,
     pledge or otherwise transfer any Preferred Securities, such Preferred
     Securities may be resold, pledged or transferred only (A) in a transaction
     meeting the requirements of Rule 144A to a person who the seller reasonably
     believes is a Qualified Institutional Buyer that purchases for its own
     account or for the account or accounts of a Qualified Institutional Buyer
     to whom notice is given that the resale, pledge or transfer is being made
     in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in
     a transaction otherwise exempt from the registration requirements of the
     Securities Act;

          (c) If it is acquiring Preferred Securities or any interest or
     participation therein in an "offshore transaction" (as defined in
     Regulation S), it acknowledges that such Preferred Securities initially
     will be represented by the Restricted Regulation S Global Preferred
     Securities and that, for so long as required by Regulation S, transfers
     thereof or any interest or participation therein are restricted as provided
     in this Declaration; and

          (d) It understands that each Preferred Security will bear a legend
     substantially to the effect of the Securities Act Legend.

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<PAGE>

     Holders of a beneficial interest in Preferred Securities sold in reliance
on Regulation S as Restricted Regulation S Global Preferred Securities are
prohibited from receiving distributions or from exchanging beneficial interests
in such Restricted Regulation S Global Preferred Securities for a beneficial
interest in a Permanent Regulation S Global Preferred Security until the later
of (i) the expiration of the Restricted Period and (ii) the furnishing of a
certificate, substantially in the form of Exhibit F attached hereto, certifying
that the beneficial owner of the Restricted Regulation S Global Preferred
Securities is a non-United States Person (a "Regulation S Certificate").

     Notwithstanding anything to the contrary contained herein, (i) prior to the
expiration of the Restricted Period, transfers of beneficial interests in a
Restricted Regulation S Global Preferred Security may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than the Initial
Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global
Preferred Security may not be exchanged for a Definitive Preferred Security or
transferred to a Person who takes delivery thereof in the form of a Definitive
Preferred Security prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.

     The Registrar shall retain for at least two years copies of all letters,
notices and other written communications received pursuant to this Section 7.1.
The Issuers shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

Section 7.2 Separation and Rejoining of Units.

     At any time after issuance, the Preferred Security and Warrant components
of any Unit may be separated by the holder and thereafter transferred
separately. In the event of any separation of the components of a Unit:

          (a) if such Unit is represented by a definitive certificate, the
     holder shall present such definitive certificate to the Unit Agent for
     cancellation and the Unit Agent shall so notify the Unit registrar and
     shall return the Preferred Security component of such Unit to the Property
     Trustee with an instruction to countersign and deliver to, or upon the
     instruction of, such holder a separated Preferred Security bearing the
     separate "CUSIP" number assigned to the Preferred Security; and

          (b) if such Unit is represented by a global certificate, the Unit
     Agent shall make the necessary endorsement to the "Schedule of Exchanges of
     Interests of Global Preferred Security" attached to the global unit
     certificate or otherwise comply with its procedures to reduce the amount of
     Units represented thereby and shall instruct the Property Trustee to effect
     a corresponding increase in the Preferred Securities represented by the
     Global Preferred Securities bearing a separate "CUSIP" number.

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<PAGE>

     Once separated, a Preferred Security and Warrant may be rejoined to form a
Unit. In the event a holder of a Preferred Security and a Warrant desires to
rejoin a Unit:

               (i) if the constituent components are represented by definitive
          certificates, the holder shall present (A) the Preferred Security to
          the Property Trustee and (B) the Warrant to the Warrant Agent, in each
          case for cancellation and the Property Trustee and the Warrant Agent
          shall so notify the Unit Agent, who shall in turn so notify the Unit
          registrar with an instruction for the Unit registrar to countersign
          and deliver to, or upon the instruction of, such holder a Unit
          certificate bearing the separate "CUSIP" number assigned to the Units;
          and

               (ii) if the constituent components are represented by global
          certificates, each of the Property Trustee and the Warrant Agent shall
          make the necessary endorsement to their respective global certificates
          or otherwise comply with their procedures to reduce the amount of
          Preferred Securities and Warrants, respectively, represented thereby
          and shall instruct the Unit Agent to effect a corresponding increase
          in the Units represented by the global unit certificate bearing a
          separate "CUSIP" number. The Property Trustee shall make such other
          necessary endorsements to the Global Preferred Securities as directed
          by the Administrative Trustees, to reflect the appropriate number of
          Units and Preferred Securities, as appropriate, represented thereby.

Section 7.3 Book-Entry Interests.

     Unless Definitive Preferred Securities have been issued to the Preferred
Security Beneficial Owners pursuant to Sections 6.21(e) and 6.21(f):

          (a) the provisions of this Section 7.3 shall be in full force and
     effect;

          (b) to the extent that the provisions of this Section 7.3 conflict
     with any other provisions of this Declaration, the provisions of this
     Section 7.3 shall control;

          (c) the Trust, the Sponsor 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 Securities and
     receiving approvals, votes or consents hereunder) as the Holder of the
     Preferred Securities and the absolute owner of the Global Preferred
     Securities for all purposes whatsoever and shall have no obligation to the
     Preferred Security Beneficial Owners; 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. The Clearing Agency shall make book-entry transfers among the
     Clearing Agency Participants and shall receive and transmit

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     payments of Distributions on the Global Preferred Securities to such
     Clearing Agency Participants; provided that solely for the purposes of
     determining whether the Holders of the requisite liquidation amount of
     Preferred Securities have voted on any matter provided for in this
     Declaration, so long as Definitive Preferred Securities have not been
     issued and the Preferred Securities remain in the form of one or more
     Global Preferred Securities, the Trustees may rely conclusively 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
     votes of the Preferred Security Beneficial Owners or assigning the right to
     vote on any matter to any other Persons either in whole or in part.

Section 7.4 Notices to Clearing Agency.

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

Section 7.5 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 VIII
                    DISSOLUTION AND TERMINATION OF THE TRUST

Section 8.1 Dissolution and Termination of the Trust.

     (a) The Trust shall automatically dissolve upon the earliest to occur of:

          (i) the bankruptcy of the Sponsor;

          (ii) the filing of a certificate of dissolution 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) the entry of a decree of judicial dissolution of the Sponsor or
     the Trust by a court of competent jurisdiction;

          (iv) the time 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;

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<PAGE>

          (v) the written notice from the Sponsor directing the Property Trustee
     to distribute the Debentures to the Holders in exchange for all of the
     Securities; provided that the Sponsor has provided to the Property Trustee
     an Opinion of a Counsel experienced in such matters to the effect that the
     Holders will not recognize any gain or loss for United States federal
     income tax purposes as a result of the distribution of Debentures and the
     dissolution of the Trust;

          (vi) the time when all of the Administrative Trustees and the Sponsor
     have consented to the dissolution of the Trust, provided that such action
     is taken before the issuance of any Securities; and

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

     (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a), and after satisfaction of liabilities to creditors of the
Trust, if any, as provided by applicable law, the Administrative Trustees shall
terminate the Trust by executing and filing in accordance with the Business
Trust Act a certificate of cancellation with the Secretary of State of the State
of Delaware.

     (c) The provisions of Section 4.2 and Article IX shall survive the
termination of the Trust.

Section 8.2 Liquidation Distribution Upon Dissolution or Termination of the
Trust.

     (a) In the event of any voluntary or involuntary dissolution, liquidation,
winding-up or termination of the Trust pursuant to Section 8.1(a)(i),
8.1(a)(ii), 8.1(a)(iii) or 8.1(a)(v) (each a "Liquidation"), 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, if any, as provided by
applicable law, Debentures in an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
Distribution rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, such Securities in exchange for such Securities.

     (b) If, notwithstanding the other provisions of this Section 8.2,
distribution of the Debentures in the manner set forth in Section 8.2(a)(i) is
determined by the Administrative Trustees not to be practical, the assets of the
Trust shall be liquidated, and the Trust shall be wound-up by the Administrative
Trustees in such manner as the Administrative Trustees determine. In such event,
the Holders shall be entitled to receive out of the assets of the Trust
available for distribution to the Holders, after satisfaction of liabilities to
creditors of the Trust, if any, as provided by applicable law, an amount equal
to the Accreted Value of the Securities plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such Liquidation, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
the aggregate Liquidation Distribution in full, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis,
provided that if an Indenture Event of Default has occurred and is continuing,
then the Preferred Securities shall have a preference over the Common Securities
with regard to the Liquidation Distribution.

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     (c) Notice of any distribution of Debentures in exchange for the Securities
(an "Exchange Notice"), which notice shall be irrevocable, shall be given by the
Administrative Trustees on behalf of the Trust by mail to each Holder at least
30 but no more than 60 days before the date fixed for such distribution. For
purposes of the calculation of the date of distribution and the dates on which
notices are given pursuant to this Section 8.2(c), an Exchange Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to the Holders. Each Exchange Notice shall be addressed to the
Holders at the address of each such Holder appearing on the books and records of
the Trust. No defect in the Exchange Notice or in the mailing of either thereof
with respect to any Holder shall affect the validity of the distribution
proceedings with respect to any other Holder.

     (d) On and from the date fixed for any distribution of Debentures upon
dissolution of the Trust:

          (i) the Securities no longer shall 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) shall be deemed to represent Debentures having an aggregate
     principal amount equal to the aggregate liquidation amount of such
     Securities and bearing accrued and unpaid interest in an amount equal to
     the accumulated and unpaid Distributions on such Securities, until such
     certificates are presented for cancellation, at which time the Debenture
     Issuer shall issue, and the Debenture Trustee shall authenticate, a
     certificate representing such Debentures.

                                   ARTICLE IX
         LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS

Section 9.1 Liability.

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

          (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.

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     (b) The Sponsor, in its capacity as Debenture Issuer, shall be liable for
all of the debts and obligations of the Trust (other than in respect of the
Securities) to the extent such debts and obligations are not satisfied out of
the Trust's assets.

     (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 9.2 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, negligence) or willful misconduct with respect to
such acts or omissions.

     (b) Each 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 such
Indemnified Person reasonably believes to be within such other Person's
professional or expert competence and, if selected by such Indemnified Person,
who has been selected with reasonable care, 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 9.3 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 a Covered
     Person and an Indemnified Person; or

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          (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, 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 9.4 Indemnification.

     (a)  (i)  The Sponsor shall indemnify, to the fullest 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 Debenture Issuer 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 fullest extent  permitted by
     law, any Company Indemnified Person who was or is a party or is threatened
     to be

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     made a party to any threatened, pending or completed action or suit by or
     in the right of the Trust to procure a 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 9.4(a), or in defense of any claim,
     issue or matter therein, he shall be indemnified, to the fullest extent
     permitted by law, against expenses (including attorneys' fees and expenses)
     actually and reasonably incurred by him in connection therewith.

          (iv) Any indemnification under paragraphs (i) and (ii) of this Section
     9.4(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
     has met the applicable standard of conduct set forth in paragraphs (i) and
     (ii). Such determination shall be made:

               (A) 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;

               (B) 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

               (C) 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 9.4(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 Sponsor 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
     9.4(a).

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     Notwithstanding the foregoing, no advance shall be made by the Debenture
     Issuer if a determination is reasonably and promptly made:

               (A) 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;

               (B) 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

               (C) by the Common Security Holder of the Trust, that, based upon
          the facts known to the Administrative Trustees, independent legal
          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 Securities 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 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 9.4(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 of the Preferred Securities 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
     9.4(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 9.4(a) is in effect. Any repeal or modification of this
     Section 9.4(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 and incurred by him in any such capacity, or
     arising out of his or her status as such, whether or not the Sponsor would
     have the power to indemnify him or her against such liability under the
     provisions of this Section 9.4(a).

          (viii) For purposes of this Section 9.4(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

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     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 9.4(a) with respect to
     the resulting or surviving entity as he 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 9.4(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:

          (i) the Property Trustee;

          (ii) the Delaware Trustee;

          (iii) any Affiliate of the Property Trustee and 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, 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 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 incurred by a Fiduciary Indemnified Person in
     defending any 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 the
     subsection. The obligations as set forth in the Section 9.4(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
     the 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 9.5 Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee 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

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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 X
                                   ACCOUNTING

Section 10.1 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.

Section 10.2 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 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 prepared and delivered to
each Holder, within 90 days after the end of each Fiscal Year of the Trust,
annual financial statements of the Trust, including a balance sheet of the Trust
as of the end of such Fiscal Year, and the related statements of income or loss.

     (c) The Administrative Trustees shall cause to be duly prepared and
delivered to each Holder, an 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.

     (d) 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 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 on behalf
of the Trust with any state or local taxing authority.

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Section 10.3 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 Account and no other funds of the Trust shall be deposited in the
Property 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 Account.

Section 10.4 Withholding.

     The Trust and the Administrative Trustees shall comply with all withholding
requirements under United States federal, state and local law. The
Administrative Trustees 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 Administrative Trustees to assist them
in determining the extent of, and in fulfilling, the Trust's withholding
obligations. The Administrative Trustees shall file 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 such Holder. In the event of
any claimed over-withholding, the Holder shall be limited to an action against
the applicable jurisdiction. If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

Section 11.1 Amendments.

     (a) Except as otherwise provided in this Declaration 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;

          (ii) the Administrative Trustees (or if there are more than two
     Administrative Trustees a majority of the Administrative Trustees);

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

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          (iv) 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:

               (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, if any, in this Declaration to the execution and
     delivery of such amendment have been satisfied; and

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

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

               (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) This Declaration shall not be amended without the consent of the
Sponsor, a majority of the Administrative Trustees and the Holders of at least a
66 2/3% in Liquidation Amount of the Securities if such amendment would:

               (A) adversely affect the powers, preferences or special rights of
     the Securities, whether by way of amendment to this Declaration or
     otherwise; or

               (B) result in the dissolution, winding-up or termination of the
     Trust other than pursuant to the terms of this Declaration;

provided that if any amendment referred to in clause (A) above would adversely
affect only the Preferred Securities or the Common Securities, then only the
Holders of the affected class will be entitled to vote on such amendment, and
such amendment shall not be effective except with the approval of a 66 2/3% in
Liquidation Amount of the Holders of the class of Securities affected

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thereby.

     (d) Neither Article IV nor 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 be amended without the consent of the Holders of a
Majority in Liquidation Amount of the Common Securities.

     (e) This Section 11.1 shall not be amended without the consent of all of
the Holders.

     (f) This Declaration may not be amended without the consent of each Holder
affected thereby to:

          (i) change the amount or timing of any Distribution of the Securities
     or otherwise adversely affect the amount of any Distribution required to be
     made in respect of the Securities as of a specified date;

          (ii) restrict the right of a Holder to institute suit for the
     enforcement of any such payment on or after the due date of such payment;
     or

          (iii) change the Repurchase Right of any holder of a Unit.

     (g) This Declaration may be amended without the consent of the Holders to:

          (i) cure any ambiguity;

          (ii) correct or supplement any provision in this Declaration that may
     be inconsistent with any other provision of this Declaration;

          (iii) add to the covenants, restrictions or obligations of the
     Sponsor;

          (iv) conform to any change in Rule 3a-5 or written change in
     interpretation or application of Rule 3a-5 by any legislative body, court,
     government agency or regulatory authority which amendment does not have a
     material adverse effect on the rights, preferences or privileges of the
     holders of the Securities;

          (v) modify, eliminate or add to any provisions of this Declaration to
     such extent as shall be necessary to ensure that the Trust will be
     classified as a grantor trust for United States federal income tax purposes
     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; or

          (vi) facilitate the tendering, remarketing and settlement of the
     Preferred Securities as contemplated by Section 6.6(s).

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provided, however, that none of the foregoing actions shall adversely affect in
any material respect the interests of the Holders, and any amendments of this
Declaration shall become effective when notice thereof is given to the Holders.

Section 11.2 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 Holder or Holders calling a meeting shall specify in writing the
Securities held by the Holder or 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. The Administrative Trustees may specify
     that any written ballot submitted to the Holders 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
     any and all matters in which such 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 such proxy. Except

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     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.

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

          (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 XII
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

Section 12.1 Representations and Warranties of the Property Trustee.

     The 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 banking corporation duly organized,
     validly existing and in good standing under the laws of the jurisdiction of
     its organization, with trust powers and authority to execute and deliver,
     and to carry out and perform its obligations under the terms of, this
     Declaration;

          (b) the Property Trustee satisfies the requirements set forth in
     Section 5.3(a);

          (c) 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; 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);

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          (d) 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

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

Section 12.2 Representations and Warranties of The Delaware Trustee.

     The 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, if not a natural person, a corporation
     duly organized, validly existing and in good standing under the laws of the
     State of Delaware, with trust power and authority to execute and deliver,
     and to carry out and perform its obligations under the terms of, this
     Declaration;

          (b) the Delaware Trustee satisfies the requirements set forth in
     Section 5.2(a);

          (c) the execution, delivery and performance by the Delaware Trustee of
     this Declaration has been duly authorized, if the Delaware Trustee is not a
     natural person, by all necessary corporate action on the part of the
     Delaware Trustee; this Declaration has been duly executed and delivered by
     the Delaware Trustee and under Delaware law (excluding 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);

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

          (e) no consent, approval or authorization of, or registration with or
     notice to, any federal or state 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.

                                       92

<PAGE>

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1 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, as follows:

          (a) if given to the Trust or 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 Capital Trust
                                      --

          c/o New York Community Bancorp, Inc.
          615 Merrick Avenue
          Westbury, New York 11590.
          Attention: Administrative Trustee
          Facsimile No.:

          (b) 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
     Administrative Trustees, the Property Trust and the Holders):

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Attention: Corporate Trust Department

          (c) 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 Administrative Trustees, the Delaware
     Trustee and the Holders):

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Attention: Corporate Trust Administration
          Facsimile No.:
                         --

          (d) 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 Property Trustee, the
     Delaware Trustee and the Trust):

          New York Community Bancorp, Inc.
          615 Merrick Avenue
          Westbury, New York 11590.

                                       93

<PAGE>

          Attention: Chief Financial Officer
          Facsimile No.:

          (e) if given to any Holder of Preferred Securities, to the Clearing
     Agency, and if Definitive Preferred Securities have been issued, at such
     Holder's 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 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 13.2 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 13.3 Intention of the Parties.

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

Section 13.4 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.

Section 13.5 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 so expressed.

Section 13.6 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.

                                       94

<PAGE>

Section 13.7 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 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.

Section 13.8 The Exchange Agent.

     The Exchange Agent undertakes to perform, with respect to the Preferred
Securities, such duties and only such duties as are specifically set forth in
this Declaration, and no implied covenants or obligations shall be read into
this Declaration against the Exchange Agent. In the performance of such duties,
the Exchange Agent shall be entitled to the same rights and powers as are
granted to the Property Trustee, except that the Exchange Agent shall act as
agent solely for the Holders of the Preferred Securities who seek to exchange
such Preferred Securities pursuant to Sections 6.7 and 6.8.

                                       95

<PAGE>

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

NEW YORK COMMUNITY BANCORP, INC., as Sponsor


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


/s/
-----------------------------------
        , as Administrative Trustee
--------


/s/
-----------------------------------

-----------------------------------
        , as Administrative Trustee
--------


/s/
   --------------------------------
        , as Administrative Trustee
--------


WILMINGTON TRUST COMPANY, as Property Trustee


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


WILMINGTON TRUST COMPANY, as Delaware Trustee


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

                                       96

<PAGE>

                                    EXHIBIT A

                    [FORM OF PREFERRED SECURITY CERTIFICATE]

     This Preferred Security is a Global Preferred Security within the meaning
of the Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Clearing Agency"), or a
nominee of the Clearing Agency. This Preferred Security is exchangeable for
Preferred Securities registered in the name of a person other than the Clearing
Agency or its nominee only in the limited circumstances described in the
Declaration, and no transfer of this Preferred Security (other than a transfer
of this Preferred Security as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency) may be registered except in limited
circumstances. Unless this certificate is presented by an authorized
representative of the Clearing Agency to New York Community Capital Trust    or
                                                                         ---
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of the Clearing Agency (and any payment hereon
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Clearing Agency), and except as otherwise provided in the
Declaration, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.

----------
(1)
Insert in Global Preferred Securities only.

[THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2)
AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A)
TO NEW YORK COMMUNITY BANCORP, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A

                                       97

<PAGE>

REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY
IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY
SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO
CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS NEW YORK COMMUNITY BANCORP, INC. MAY REASONABLY
REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF
TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE
SECURITIES.]

[PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"))
("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT
(A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
TRANSFER.]

                                       98

<PAGE>

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       of

                        NEW YORK COMMUNITY CAPITAL TRUST
                                                         ---

                             % Preferred Securities
                           --

             (stated liquidation amount $    per Preferred Security)
                                          --

Certificate No.:         Number of Preferred Securities

                                                                      CUSIP No.:

     New York Community Capital Trust   , a statutory business trust created
                                      --
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the Preferred Securities (stated 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 as provided in the Declaration (as defined below). 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   , 2002 (as the same may be
                                               --
amended from time to time (the "Declaration"), among New York Community Bancorp,
Inc., as Sponsor,   , as Administrative Trustees, Wilmington Trust Company, as
                  --
Property Trustee, and Wilmington Trust Company, as Delaware Trustee. Capitalized
terms used but not defined herein shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Preferred Securities
Guarantee Agreement, dated as of   , 2002, between New York Community Bancorp,
                                 --
Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, in
respect of the Preferred Securities. The Sponsor will provide a copy of the
Declaration, the Guarantee Agreement and the Indenture (including any
supplemental indenture) to a Holder without charge upon written request to the
Sponsor at its principal place of business.

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

     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 undivided beneficial interests in the Debentures.

                                       99

<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this    day of
                                                                      --
  , 2002.
--

                                            NEW YORK COMMUNITY CAPITAL TRUST
                                                                             ---


                                            By:
                                            Name:
                                            Administrative Trustee

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:   , 2002
       --

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


By:
   ----------------------------
Authorized Signatory

                                      100

<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 and records of the Trust. The agent may substitute another to act
for him.

Date:


Signature:
          ---------------------------------------------------------------
          (Sign exactly as your name appears on the 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
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.

                                      101

<PAGE>

                      SCHEDULE OF INCREASES OR DECREASES IN
                          GLOBAL PREFERRED SECURITY(2)

     This Global Preferred Security shall represent 0 Preferred Securities
unless otherwise indicated below.

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
       Amount of decrease in   Amount of increase in   Number of Preferred
       Number of Preferred     Number of Preferred     Securities evidenced by this
       Securities evidenced    Securities evidenced    Global Preferred               Signature of
Date   by this Global          by this Global          Security following such        authorized officer
       Preferred Security      Preferred Security      decrease or increase           of Agent
<S>    <C>                     <C>                     <C>                            <C>
--------------------------------------------------------------------------------------------------------

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

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

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

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

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


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

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

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

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

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


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

--------------------------------------------------------------------------------------------------------
</TABLE>

(2) Insert in Global Preferred Securities only.

                                      102

<PAGE>

                                    EXHIBIT B

                      [FORM OF COMMON SECURITY CERTIFICATE]

             THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED

                      IN THE DECLARATION (AS DEFINED BELOW)
                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       of
                        NEW YORK COMMUNITY CAPITAL TRUST
                                                         ---
                                % Common Securities
                              --
               (stated liquidation amount $   per Common Security)
                                           --

Certificate No.: Number of Common Securities
                                             ---
     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 (stated liquidation amount
$   per Common Security) (the "Common Securities"). Except as provided in the
 --
Declaration (as defined below), the Common Securities are not transferable, and
any attempted transfer thereof shall be void. 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 Trust of
the Trust, dated as of   , 2002 (as the same may be amended from time to time
                       --
(the "Declaration"), among New York Community Bancorp, Inc., as Sponsor,   , as
                                                                         --
Administrative Trustees, Wilmington Trust Company, as Property Trustee, and
Wilmington Trust Company (Delaware), as Delaware Trustee. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Guarantee Agreement, dated as of
                                                                           --,
2002, between New York Community Bancorp, Inc., as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee, in respect of the Common Securities. The
Sponsor will provide a copy of the Declaration, the Guarantee Agreement and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Sponsor 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.

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

                                      103

<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this    day of
                                                                      --
  , 2002.
--

     NEW YORK COMMUNITY CAPITAL TRUST
                                      --


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

                                      104

<PAGE>

                                    EXHIBIT C

            FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn.: Corporate Trust Administration

     Re:  Equity Redeemable Preferred Securities ("Preferred Securities") of New
          York Community Bancorp, Inc. and New York Community Capital Trust
                                                                            ---

     Reference is hereby made to the Preferred Security Agreement dated as of
  , 2002 (the "Agreement"), among New York Community Bancorp, Inc., New York
--
Community Capital Trust   , Wilmington Trust Company, as Warrant Agent,
                        --
Wilmington Trust Company, as Property Trustee and Wilmington Trust Company, as
Agent. Capitalized terms used but not defined herein will have the meanings
given to them in the Agreement.

     This letter relates to    amount of Preferred Securities which are held in
                            --
the form of [a beneficial interest in the Rule 144A Global Preferred Security
with the Clearing Agency in the name of the undersigned] [a certificated
Preferred Security bearing the Securities Act Legend].

     The undersigned has requested a transfer of such [beneficial interest]
[certificated Preferred Security] to a Person who will take delivery thereof in
the form of [a beneficial interest in the Regulation S Global Preferred Security
(ISIN No.   ) to be held with [Euroclear] [Clearstream] (Common Code   ) through
          --                                                         --
the Clearing Agency] [a certificated Preferred Security not bearing the
Securities Act Legend].

     In connection with such transfer, the undersigned does hereby certify that
such transfer will be effected in accordance with the transfer restrictions set
forth in the Agreement and the Preferred Securities and pursuant to and in
accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, the undersigned
further certifies that:

          (a) the offer of the Preferred Securities was not made to a U.S.
Person (as defined under Regulation S);

          (b) [at the time the buy order was originated, the transferee was
outside the United States or the undersigned and any Person acting on behalf of
the undersigned reasonably believed that the transferee was outside the United
States] [the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither the undersigned nor any Person
acting on behalf of the undersigned knows that the transaction was prearranged
with a buyer in the United States];

                                      105

<PAGE>

          (c) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

          (d) the undersigned is not an Issuer or a distributor, an affiliate of
either an Issuer or a distributor, or a Person acting on behalf of any of the
foregoing; and

          (e) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

     This certificate and the statements contained herein are made for the
benefit of the Issuers and the Property Trustee on behalf of the Preferred
Security holders.

     [NAME OF TRANSFEROR]


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

Dated:                             ,
      -----------------------------

cc:  New York Community Bancorp, Inc.

                                      106

<PAGE>

                                    EXHIBIT D

            FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn.: Corporate Trust Administration

     Re:  $   Equity Redeemable
           --
          Preferred Securities (" Preferred Securities") of New York Community

Bancorp, Inc. and New York Community Capital Trust
                                                   --

     Reference is hereby made to the Preferred Security Agreement dated as of
  , 2002 (the "Agreement"), among New York Community Bancorp, Inc., New York
--
Community Capital Trust   , Wilmington Trust Company, as Warrant Agent,
                        --
Wilmington Trust Company, as Property Trustee and Wilmington Trust Company, as
Agent. Capitalized terms used but not defined herein will have the meanings
given to them in the Agreement.

     This letter relates to    of Preferred Securities which are held in the
                            --
form of a beneficial interest in the Regulation S Global Preferred Security
(ISIN No.   ) with the Clearing Agency in the name of the undersigned.
          --

     The undersigned has requested a transfer of such beneficial interest in the
Preferred Securities to a Person who will take delivery thereof in the form of a
beneficial interest in the Rule 144A Global Preferred Security (CUSIP No.   ).
                                                                          --

     In connection with such transfer, the undersigned does hereby confirm that
such transfer will be effected in accordance with the transfer restrictions set
forth in the Indenture and the Preferred Securities, and accordingly, the
undersigned represents that such transfer is being made to a Person who the
transferor reasonably believes is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.

                                      107

<PAGE>

     This certificate and the statements contained herein are made for the
benefit of the Issuers and the Property Trustee on behalf of the Preferred
Security holders.

     [NAME OF TRANSFEROR]


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

Dated:    , 2002
       --

cc:  New York Community Bancorp, Inc.

                                      108

<PAGE>

                                    EXHIBIT E

              FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn.: Corporate Trust Administration

     Re:  $   Equity Redeemable Preferred Securities
           --
          ("Preferred Securities") of New York Community Bancorp, Inc. and
           New York Community Capital Trust
                         ---

     Reference is hereby made to the Preferred Security Agreement dated as of
   , 2002 (the "Agreement"), among New York Community Bancorp, Inc., New York
Community Capital Trust   , Wilmington Trust Company, as Warrant Agent,
Wilmington Trust        --

Company, as Property Trustee and Wilmington Trust Company, as Agent. Capitalized
terms used but not defined herein will have the meanings given to them in the
Agreement.

     This letter relates to    amount of Preferred Securities which are held in
                            --
the form of [a beneficial interest in the Rule 144A Global Preferred Security
(CUSIP No.   ) with the Clearing Agency] [[a] certificated Security(ies)] in the
           --
name of the undersigned]].

     The undersigned requests that the Securities Act Legend on such Preferred
Security(ies) be removed.

     The undersigned certifies that neither the Securities Act Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
of the subject Security(ies) will not violate the registration requirements of
the Securities Act.

     This certificate and the statements contained herein are made for the
benefit of the Issuers and the Property Trustee on behalf of the Preferred
Security holders.

     [NAME]


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

Dated:     , 2002
         --
         --------

cc:  New York Community Bancorp, Inc.

                                      109

<PAGE>

                                    EXHIBIT F

          FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED
                               REGULATION S GLOBAL
          PREFERRED SECURITY TO PERMANENT REGULATION S GLOBAL PREFERRED
                                    SECURITY

[Euroclear Bank, S.A./N.V., as operator of the Euroclear System]
[Clearstream Banking, S.A.]

     Re:  New York Community Bancorp, Inc. and New York Community Capital
Trust    $
     ---
          Equity Redeemable Preferred Securities (Preferred Securities)

     [CUSIP No.__]                                                     [ISIN:__]

     Reference is made to the PIERS Preferred Securities issued by New York
Community Bancorp, Inc. and New York Community Capital Trust    (the "Issuers")
                                                             --

pursuant to a Preferred Security Agreement dated as of   , 2002 (the
                                                       --
"Agreement"), among New York Community Bancorp, Inc., New York Community Capital
Trust    , Wilmington Trust Company, as Warrant Agent, Wilmington Trust Company,
      --
as Property Trustee and Wilmington Trust Company, as Agent. Capitalized terms
used but not defined herein will have the meanings given to them in the
Agreement.

     [For purposes of acquiring a beneficial interest in the Permanent
Regulation S Global Preferred Security upon the expiration of the Restricted
Period,] [For purposes of receiving payments under the Restricted Regulation S
Global Preferred Security],(3) the undersigned holder of a beneficial interest
in the Restricted Regulation S Global Note issued under the Agreement certifies
that it is not a U.S. Person as defined by Regulation S under the United States
Securities Act of 1933, as amended.

----------
(3) Select, as applicable.

     We undertake to advise you promptly by telex or other electronic
transmission on or prior to the date on which you intend to submit your
corresponding certification relating to the securities held by you if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certificate applies as of such
date.

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<PAGE>

     We understand that this certificate is required in connection with certain
securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate
and the statements contained herein are made for your benefit and benefit of the
Property Trustee, the Initial Purchaser and the Issuers.

     Dated:   , 2002
            --


     By:
         -----------------------------------

          as, or as agent for, the holder of a beneficial interest in the
          securities to which this certificate relates.

                                      111