Exhibit 4.5
                                    EXHIBIT A


                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2033

                           [FORM OF FACE OF SECURITY]

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS.  NEITHER THIS  SECURITY NOR ANY INTEREST OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C)  PURSUANT TO AN  EXEMPTION
FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED
INVESTOR"  WITHIN THE MEANING OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED  INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH,  ANY  DISTRIBUTION  IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE
COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE  THE  DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION
AND/OR OTHER INFORMATION  SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED  FROM THE COMPANY.  THE HOLDER OF THIS SECURITY BY
ITS   ACCEPTANCE   HEREOF   AGREES  THAT  IT  WILL  COMPLY  WITH  THE  FOREGOING
RESTRICTIONS.

          THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE   HEREOF  AGREES,
REPRESENTS  AND  WARRANTS  THAT IT  WILL  NOT  ENGAGE  IN  HEDGING  TRANSACTIONS
INVOLVING  THIS SECURITY  UNLESS SUCH  TRANSACTIONS  ARE IN COMPLIANCE  WITH THE
SECURITIES ACT.

          THE HOLDER OF THIS  SECURITY BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT

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<PAGE>

SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS
AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE  "CODE"),  (EACH A "PLAN"),  OR AN ENTITY WHOSE  UNDERLYING  ASSETS
INCLUDE  "PLAN  ASSETS" BY REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY AND NO
PERSON  INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
ANY  INTEREST  THEREIN,  UNLESS SUCH  PURCHASER  OR HOLDER IS  ELIGIBLE  FOR THE
EXEMPTIOE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION  96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY
PURCHASER OR HOLDER OF THIS  SECURITY OR ANY INTEREST  THEREIN WILL BE DEEMED TO
HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT
AN EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
TO WHICH  SECTION  4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE  OR OTHER  PERSON
ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR
ENTITY  USING THE ASSETS OF ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO FINANCE SUCH
PURCHASE,  OR (ii) SUCH  PURCHASE  WILL NOT RESULT IN A  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH  THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

          IN  CONNECTION  WITH ANY  TRANSFER,  THE HOLDER OF THIS  SECURITY WILL
DELIVER TO THE COMPANY AND TRUSTEE SUCH  CERTIFICATES  AND OTHER  INFORMATION AS
MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER  COMPLIES WITH THE
FOREGOING RESTRICTIONS.

          THIS  SECURITY  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000 AND MULTIPLES OF $1,000 IN
EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS  SECURITY IN A BLOCK HAVING A
PRINCIPAL  AMOUNT  OF LESS  THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY,  AND SUCH PURPORTED  TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

          THIS  OBLIGATION  IS NOT A DEPOSIT  AND IS NOT  INSURED  BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE  CORPORATION  (THE "FDIC").  THIS  OBLIGATION IS  SUBORDINATED  TO THE
CLAIMS OF  DEPOSITORS  AND THE CLAIMS OF GENERAL  AND SECURED  CREDITORS  OF THE
COMPANY,  IS INELIGIBLE  AS  COLLATERAL  FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.

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<PAGE>

               Form of Junior Subordinated Debt Security due 2033

                                       of

                               BCSB Bankcorp, Inc.

          BCSB  Bankcorp,  Inc.,  federal MHC  Subsidiary  Holding  Company (the
"Company"),  for value  received  promises to pay to Wells Fargo Bank,  National
Association,  not in its individual capacity but solely as Institutional Trustee
for BCSB  Capital  Trust II, a  Delaware  statutory  trust  (the  "Holder"),  or
registered assigns,  the principal sum of Ten Million Three Hundred Ten Thousand
Dollars  on  October  7, 2033 and to pay  interest  on said  principal  sum from
September  30, 2003,  or from the most recent  interest  payment date (each such
date,  an  "Interest  Payment  Date")  to which  interest  has been paid or duly
provided for,  quarterly (subject to deferral as set forth herein) in arrears on
January  7,  April 7, July 7 and  October 7 of each year  commencing  January 7,
2004, at a variable per annum rate equal to LIBOR (as defined in the  Indenture)
plus 3% (the "Interest  Rate") until the principal  hereof shall have become due
and payable,  and on any overdue  principal and (without  duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue  installment of interest at an annual rate equal to the Interest Rate in
effect  for each such  Extension  Period  compounded  quarterly.  The  amount of
interest  payable on any Interest Payment Date shall be computed on the basis of
a 360-day year and the actual  number of days  elapsed in the relevant  interest
period. In the event that any date on which the principal or interest is payable
on this Debt Security is not a Business  Day, then payment  payable on such date
will be made on the next  succeeding day that is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.  The interest  installment  so payable,  and
punctually  paid or duly  provided  for, on any Interest  Payment Date will,  as
provided  in the  Indenture,  be paid to the  Person  in whose  name  this  Debt
Security (or one or more Predecessor  Securities,  as defined in said Indenture)
is  registered  at the close of  business  on the  regular  record date for such
interest installment,  except that interest and any Deferred Interest payable on
the Maturity  Date shall be paid to the Person to whom  principal  is paid.  Any
such  interest  installment  not  punctually  paid or duly  provided  for  shall
forthwith  cease to be payable to the registered  holders on such regular record
date and may be paid to the Person in whose name this Debt  Security  (or one or
more  Predecessor  Debt  Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such defaulted
interest,  notice whereof shall be given to the  registered  holders of the Debt
Securities  not less than 10 days prior to such special record date, all as more
fully  provided in the  Indenture.  The  principal  of and interest on this Debt
Security  shall be  payable  at the  office or agency of the  Trustee  (or other
Paying Agent  appointed by the Company)  maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may be made at the option of the  Company  by check  mailed to the
registered  holder at such address as shall appear in the Debt Security Register
or by wire transfer to an account appropriately designated by the holder hereof.
Notwithstanding  the  foregoing,  so long as the holder of this Debt Security is
the Institutional  Trustee, the payment of the principal of and interest on this
Debt Security will be made in immediately  available  funds at such place and to
such account as may be designated by the Trustee.

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<PAGE>

          Upon submission of Notice (as defined in the Indenture) and so long as
no Event of Default has occurred and is  continuing,  the Company shall have the
right,  from time to time and  without  causing  an Event of  Default,  to defer
payments of interest on the Debt  Securities by extending  the interest  payment
period on the Debt  Securities at any time and from time to time during the term
of the Debt Securities,  for up to 20 consecutive  quarterly  periods (each such
extended interest payment period, an "Extension Period"), during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable).  During any Extension Period, interest will continue to
accrue on the Debt  Securities,  and  interest on such  accrued  interest  (such
accrued interest and interest thereon referred to herein as "Deferred Interest")
will accrue at an annual rate equal to the Interest Rate in effect for each such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted by law. No  Extension  Period may end on a date other than an Interest
Payment Date. At the end of any such Extension  Period the Company shall pay all
Deferred  Interest  then  accrued and unpaid on the Debt  Securities;  provided,
however,  that no  Extension  Period may extend  beyond  the  Maturity  Date and
provided,  further,  however,  during any such Extension Period, the Company may
not (i) declare or pay any dividends or distributions  on, or redeem,  purchase,
acquire,  or make a  liquidation  payment with respect to, any of the  Company's
capital  stock or (ii) make any  payment on or repay,  repurchase  or redeem any
debt  securities  of the Company  that rank pari passu in all  respects  with or
junior  in  interest  to  the  Debt  Securities  (other  than  (a)  repurchases,
redemptions or other  acquisitions of shares of capital stock of the Company (A)
in  connection  with any  employment  contract,  benefit  plan or other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors or  consultants,  (B) in connection  with a dividend  reinvestment  or
stockholder  stock  purchase  plan or (C) in  connection  with the  issuance  of
capital stock of the Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).  Prior
to the termination of any Extension Period,  the Company may further extend such
period,  provided,  that such period together with all such previous and further
consecutive  extensions  thereof  shall  not  exceed  20  consecutive  quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension Period and upon the payment of all Deferred Interest,  the Company may
commence a new  Extension  Period,  subject to the  foregoing  requirements.  No
interest  or Deferred  Interest  shall be due and  payable  during an  Extension
Period,  except at the end thereof, but Deferred Interest shall accrue upon each
installment  of interest that would  otherwise  have been due and payable during
such Extension  Period until such installment is paid. The Company must give the
Trustee  notice of its  election  to begin  such  Extension  Period at least one
Business

                                       A-4
<PAGE>

Day prior to the earlier of (i) the next  succeeding  date on which  interest on
the Debt  Securities  would have been  payable  except for the election to begin
such  Extension  Period or (ii) the date such  interest is  payable,  but in any
event not later than the related regular record date.

          The  indebtedness  evidenced  by this Debt  Security is, to the extent
provided  in the  Indenture,  subordinate  and junior in right of payment to the
prior  payment in full of all Senior  Indebtedness,  and this Debt  Security  is
issued  subject to the provisions of the Indenture  with respect  thereto.  Each
holder of this Debt Security,  by accepting the same, (a) agrees to and shall be
bound by such  provisions,  (b)  authorizes  and  directs  the  Trustee  on such
holder's  behalf  to take such  action as may be  necessary  or  appropriate  to
acknowledge  or effectuate  the  subordination  so provided and (c) appoints the
Trustee  such  holder's  attorney-in-fact  for any and all such  purposes.  Each
holder hereof, by such holder's  acceptance hereof,  hereby waives all notice of
the  acceptance  of the  subordination  provisions  contained  herein and in the
Indenture  by each holder of Senior  Indebtedness,  whether now  outstanding  or
hereafter  incurred,   and  waives  reliance  by  each  such  holder  upon  said
provisions.

          The  Company  waives  demand,   presentment  for  payment,  notice  of
nonpayment, notice of protest, and all other notices.

          This Debt  Security  shall not be entitled  to any  benefit  under the
Indenture  hereinafter  referred to and shall not be valid or become  obligatory
for any purpose until the certificate of  authentication  hereon shall have been
signed by or on behalf of the Trustee.

          The provisions of this Debt Security are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.


                                       A-5
<PAGE>



          IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                        BCSB Bankcorp, Inc.


                                        By _____________________________________
                                        Name: __________________________________
                                        Title:__________________________________



Dated:  September 30, 2003

                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Debt Securities referred to in the
within-mentioned Indenture.

                                        Wells Fargo Bank, National  Association,
                                        not  in  its  individual   capacity  but
                                        solely as the Trustee

                                        By _____________________________________
                                           Authorized Officer


Dated:  September 30, 2003


                                      A-6
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

          This  Debt  Security  is one  of a  duly  authorized  series  of  Debt
Securities of the Company,  all issued or to be issued  pursuant to an Indenture
(the  "Indenture"),  dated as of September 30, 2003, duly executed and delivered
between the Company and Wells Fargo Bank, National Association,  as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  description  of  the  rights,  limitations  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debt Securities (referred to herein as the "Debt Securities")
of which this Debt  Security  is a part.  The  summary of the terms of this Debt
Security  contained  herein does not purport to be complete  and is qualified by
reference to the Indenture.

          Upon the occurrence  and  continuation  of a Tax Event,  an Investment
Company Event or a Capital Treatment Event (each a "Special  Event"),  this Debt
Security  may become  due and  payable,  in whole but not in part,  at any time,
within 90 days  following the occurrence of such Tax Event,  Investment  Company
Event or Capital  Treatment Event (the "Special  Redemption  Date"), as the case
may be, at the Special  Redemption  Price. The Company shall also have the right
to redeem this Debt Security at the option of the Company,  in whole or in part,
on any  January 7,  April 7, July 7 or October 7 on or after  October 7, 2008 (a
"Redemption Date"), at the Redemption Price.

          Any  redemption  pursuant  to the  preceding  paragraph  will be made,
subject to the  receipt  by the  Company  of prior  approval  from the Office of
Thrift  Supervision  (the  "OTS")  if then  required  under  applicable  capital
guidelines  or policies of the OTS, upon not less than 30 days' nor more than 60
days' notice. If the Debt Securities are only partially redeemed by the Company,
the Debt  Securities  will be redeemed pro rata or by lot or by any other method
utilized by the Trustee.

          "Redemption  Price"  means  100% of the  principal  amount of the Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after October 7, 2008.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before October 7, 2008, One Hundred Five Percent (105%) of the principal  amount
to be redeemed plus any accrued and unpaid interest  thereon to the date of such
redemption  and (2) if the  Special  Redemption  Date is on or after  October 7,
2008, the Redemption Price for such Special Redemption Date.

          In the event of  redemption  of this Debt Security in part only, a new
Debt  Security or Debt  Securities  for the  unredeemed  portion  hereof will be
issued in the name of the holder hereof upon the cancellation hereof.

          In case an Event of Default,  as defined in the Indenture,  shall have
occurred and be continuing,  the principal of all of the Debt  Securities may be
declared due and payable, and upon such declaration of acceleration shall become
due and payable,  in the manner,  with the effect and subject to the  conditions
provided in the Indenture.

                                      A-7
<PAGE>

          The  Indenture  contains  provisions  permitting  the  Company and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate  principal  amount  of the Debt  Securities  at the  time  outstanding
affected  thereby,  as  specified  in the  Indenture,  to  execute  supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or  eliminating  any of the  provisions of the Indenture or of any  supplemental
indenture  or of  modifying  in any manner the rights of the holders of the Debt
Securities;  provided, however, that no such supplemental indenture shall, among
other  things,  without the consent of the  holders of each Debt  Security  then
outstanding  and  affected  thereby  (i) extend the fixed  maturity  of the Debt
Securities,  or reduce the principal  amount thereof or any  redemption  premium
thereon,  or reduce the rate or extend the time of payment of interest  thereon,
or make  payments  due on the Debt  Securities  payable in any coin or  currency
other than that provided in the Debt  Securities,  or impair or affect the right
of any holder of Debt Securities to institute suit for the payment  thereof,  or
(ii) reduce the aforesaid  percentage of Debt  Securities,  the holders of which
are required to consent to any such supplemental  indenture.  The Indenture also
contains provisions  permitting the holders of a majority in aggregate principal
amount of the Debt Securities at the time  outstanding,  on behalf of all of the
holders of the Debt Securities,  to waive any past default in the performance of
any of the covenants contained in the Indenture,  or established pursuant to the
Indenture, and its consequences,  except a default in payments due on any of the
Debt  Securities.  Any such consent or waiver by the  registered  holder of this
Debt Security  (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this Debt
Security and of any Debt Security issued in exchange  herefor or in place hereof
(whether by registration  of transfer or otherwise),  irrespective of whether or
not any notation of such consent or waiver is made upon this Debt Security.

          No  reference  herein to the  Indenture  and no provision of this Debt
Security  or of the  Indenture  shall  alter or  impair  the  obligation  of the
Company,  which is absolute and  unconditional,  to pay all payments due on this
Debt  Security  at the time and place  and at the rate and in the  money  herein
prescribed.

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

          Prior to due  presentment  for  registration  of transfer of this Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any  transfer  agent  and the Debt  Security  registrar  may deem and  treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving  payment of or on account of the  principal
hereof and  interest  due hereon and for all other  purposes,  and  neither  the
Company nor

                                      A-8
<PAGE>

the Trustee nor any  Authenticating  Agent nor any Paying Agent nor any transfer
agent nor any Debt  Security  registrar  shall be  affected by any notice to the
contrary.

          No recourse  shall be had for the payment of the  principal  of or the
interest on this Debt Security,  or for any claim based hereon,  or otherwise in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

          The Debt Securities are issuable only in registered  certificated form
without coupons. As provided in the Indenture and subject to certain limitations
herein and  therein  set forth,  Debt  Securities  are  exchangeable  for a like
aggregate  principal  amount  of  Debt  Securities  of  a  different  authorized
denomination, as requested by the holder surrendering the same.

          All terms used in this Debt Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

          THE LAW OF THE STATE OF NEW YORK SHALL  GOVERN THE  INDENTURE  AND THE
DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


                                      A-9