Exhibit 4.3

                                    EXHIBIT A

                        FLOATING RATE JUNIOR SUBORDINATED
                          DEFERRABLE INTEREST DEBENTURE
                             OF BCSB Bankcorp, Inc.




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                        FLOATING RATE JUNIOR SUBORDINATED
                          DEFERRABLE INTEREST DEBENTURE
                             OF BCSB Bankcorp, Inc.

     THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE   SECURITIES  LAWS.  NEITHER  THIS  DEBENTURE  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 THE  TRANSACTION  IS EXEMPT FROM,  OR NOT SUBJECT TO, SUCH  REGISTRATION.
PRIOR TO (X) THE DATE  WHICH IS TWO  YEARS  (OR SUCH  SHORTER  PERIOD OF TIME AS
PERMITTED  BY RULE 144(k) UNDER THE  SECURITIES  ACT) AFTER THE LATER OF (i) THE
ORIGINAL  ISSUE  DATE  HEREOF OR (ii) THE LAST DATE ON WHICH THE  COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY  PREDECESSOR OF
THIS  DEBENTURE)  AND (Y)  SUCH  LATER  DATE,  IF  ANY,  AS MAY BE  REQUIRED  BY
APPLICABLE LAWS (THE "RESALE RESTRICTION  TERMINATION DATE"), THE HOLDER OF THIS
DEBENTURE  BY ITS  ACCEPTANCE  HEREOF  AGREES FOR THE  BENEFIT OF THE COMPANY TO
OFFER,  SELL OR OTHERWISE  TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN
AFFILIATE OF THE COMPANY,  (B) PURSUANT TO A  REGISTRATION  STATEMENT  WHICH HAS
BEEN  DECLARED  EFFECTIVE  UNDER  THE  SECURITIES  ACT,  (C) FOR SO LONG AS THIS
DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED
UNDER THE  SECURITIES  ACT, TO A PERSON IT  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 IN COMPLIANCE  WITH RULE
144A,  (D) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN  THE  MEANING OF
SUBPARAGRAPH  (A)(1),  (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THIS  DEBENTURE FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "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 (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION
(i)  PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE  DELIVERY BY THE HOLDER OF AN
OPINION OF COUNSEL,  CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY 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 AND  (ii) IN EACH OF THE  FOREGOING  CASES,  TO  REQUIRE  THAT A
CERTIFICATE  OF  TRANSFER  IN THE  FORM  APPEARING  ON THE  OTHER  SIDE  OF THIS
DEBENTURE IS COMPLETED  AND  DELIVERED BY THE  TRANSFEROR TO THE TRUSTEE AND THE
DEBENTURE  REGISTRAR IN CONNECTION  WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO
THE RESALE  RESTRICTION  TERMINATION DATE. THE HOLDER MUST CHECK


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THE  APPROPRIATE  BOX SET FORTH ON THE  CERTIFICATE OF TRANSFER  RELATING TO THE
MANNER OF SUCH  TRANSFER AND SUBMIT THE  CERTIFICATE  OF TRANSFER TO THE TRUSTEE
AND THE  DEBENTURE  REGISTRAR.  THIS LEGEND WILL BE REMOVED  UPON REQUEST OF THE
HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE  EVIDENCED  HEREBY
PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE  RESTRICTION  TERMINATION  DATE.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE  RESTRICTION  TERMINATION  DATE,  THIS DEBENTURE MAY BE
TRANSFERRED OR EXCHANGED  ONLY IN A MINIMUM  AGGREGATE  PRINCIPAL  AMOUNT OF NOT
LESS THAN  $100,000.  ANY ATTEMPTED  TRANSFER OF THIS  DEBENTURE IN AN AGGREGATE
PRINCIPAL  AMOUNT  OF  LESS  THAN  $100,000  PRIOR  TO  THE  RESALE  RESTRICTION
TERMINATION  DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT  WHATSOEVER.
AFTER SUCH RESALE  RESTRICTION  TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS
DEBENTURE IN AN AGGREGATE 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  DEBENTURE  FOR  ANY  PURPOSE,
INCLUDING,  BUT NOT LIMITED TO, THE RIGHT TO RECEIVE  INTEREST  PAYMENTS ON THIS
DEBENTURE,  AND SUCH  PURPORTED  TRANSFEREE  SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN THIS DEBENTURE.

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

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                               BCSB BANKCORP, INC.

         FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                                DUE JUNE 30, 2032

No. ___ Twelve Million Eight Hundred Eighty Seven Thousand Dollars ($12,887,000)

     BCSB Bankcorp,  Inc., a Maryland  corporation  (the  "Company,"  which term
includes any successor corporation under the Indenture hereinafter referred to),
for value  received,  hereby  promises to pay to,  Wells  Fargo  Bank,  National
Association  or any  successor  thereto,  as property  trustee of BCSB  Bankcorp
Capital Trust I or registered assigns, the principal sum of Twelve Million Eight
Hundred  Eighty  Seven  Thousand  Dollars  ($12,887,000)  on June 30,  2032 (the
"Stated  Maturity"),  and to pay  interest on said  principal  sum from June 27,
2002, or from the most recent  interest  payment date to which interest has been
paid or duly provided for,  quarterly  (subject to deferral as set forth herein)
in arrears on March 30, June 30, September 30 and December 30 of each year (each
such date, an "Interest  Payment  Date")  commencing  September 30, 2002, at the
rate of 3.65% per annum over the Three-Month LIBOR Rate (the "Floating  Interest
Rate"),  applied to the aggregate principal amount of the Debentures Outstanding
as of such Interest  Payment Date,  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 the same rate per  annum  compounded
quarterly. In no event shall the Floating Interest Rate exceed 12% prior to June
30, 2007.

     The  "Three-Month  LIBOR Rate" shall mean the rate determined in accordance
with the following provisions:

          (i) On the  second  LIBOR  BUSINESS  DAY  (provided  that on such  day
     commercial  banks are open for  business  (including  dealings  in  foreign
     currency deposits) in London (a "LIBOR Banking Day") preceding each January
     15,  April 15, July 15 and October 15 (except  with respect to the Interest
     Payment  Period  commencing  June 27,  2002) (each such date,  an "Interest
     Reset Date"),  Wells Fargo Bank,  National  Association  (the  "Calculation
     Agent"),  will determine the Three-Month LIBOR Rate which shall be the rate
     for  deposits  in the  London  interbank  market in U.S.  dollars  having a
     three-month  maturity  which  appears on the Telerate Page 3750 as of 11:00
     a.m., London time, on such Interest Reset Date.  "Telerate Page 3750" means
     the display on Page 3750 of the  Bloomberg  Financial  Markets  Commodities
     News (or such other page as may replace  that page on that  service for the
     purpose of  displaying  London  interbank  offered rates of major banks for
     U.S. dollar deposits). If the Three-Month LIBOR Rate on such Interest Reset
     Date does not appear on the Telerate Page 3750, such Three-Month LIBOR Rate
     will be determined as described in (ii) below.  "LIBOR  Business Day" means
     any day that is not a  Saturday,  Sunday or other  day on which  commercial
     banking  institutions  in New York,  New York or  Wilmington,  Delaware are
     authorized  or obligated by law or  executive  order to be closed.  If such
     rate is superseded  on Telerate Page 3750 by a

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     corrected  rate before 12:00 noon (London time) on the same Interest  Reset
     Date, the corrected rate as so substituted will be the applicable LIBOR for
     that Interest Reset Date.

          (ii) If, on any  Interest  Reset  Date,  such rate does not  appear on
     Telerate Page 3750 as reported by Bloomberg  Financial Markets  Commodities
     News or such  other  page as may  replace  such  Telerate  Page  3750,  the
     Calculation  Agent shall determine the arithmetic mean of quotations of the
     Reference  Banks (defined  below) to leading banks in the London  interbank
     market  for  three-month  U.S.  Dollar  deposits  in  Europe  (in an amount
     determined by the Calculation Agent by reference to requests for quotations
     as of  approximately  11:00 a.m.  (London time) on the Interest  Reset Date
     made by the Calculation  Agent to the Reference  Banks. If, on any Interest
     Reset Date,  at least two of the Reference  Banks provide such  quotations,
     LIBOR  shall  equal  the  arithmetic  mean of such  quotations.  If, on any
     Interest Reset Date, only one or none of the Reference Banks provide such a
     quotation,  LIBOR shall be deemed to be the arithmetic  mean of the offered
     quotations  that at  least  two  leading  banks in the City of New York (as
     selected by the  Calculation  Agent) are quoting on the  relevant  Interest
     Reset Date for three-month  U.S. Dollar deposits in Europe at approximately
     11:00  a.m.  (London  time) (in an  amount  determined  by the  Calculation
     Agent).  As used  herein,  "Reference  Banks" means four major banks in the
     London interbank market selected by the Calculation Agent.

          (iii) If the Calculation  Agent is required but is unable to determine
     a rate in accordance  with at least one of the procedures  provided  above,
     LIBOR shall be LIBOR in effect on the previous Interest Reset Date (whether
     or not LIBOR for such period was in fact  determined on such Interest Reset
     Date).

     The amount of interest  payable for any full Interest  Payment Period shall
be computed on the basis of a 360-day year and the actual number of days in such
Interest Payment Period. In the event that any date on which interest is payable
on this  Debenture is not a Business  Day,  then payment of interest  payable on
such date shall 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,  payment of
such  interest  will be made on the  immediately  preceding  Business  Day.  The
interest  installment so payable,  and punctually  paid or duly provided for, on
any  Interest  Payment  Date  shall,  be paid to the  Person in whose  name this
Debenture (or one or more Predecessor Debentures,  as defined in said Indenture)
is registered as provided in the Indenture.

     The Floating Interest Rate will in no event be higher than the maximum rate
permitted  by the law of the State of  Maryland,  or, if higher,  the law of the
United States of America.

     The principal of and the interest on this Debenture  shall be payable at or
through the office or agency of the Trustee  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 Debenture Register.
Notwithstanding  the  foregoing,  so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such  place and to such  account  as may be  designated  by the
Property Trustee.

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     The  Floating  Interest  Rate  and  amount  of  interest  to be paid on the
Debentures  for  each  Interest   Payment  Period  will  be  determined  by  the
Calculation  Agent. All calculations made by the Calculation Agent shall, in the
absence of manifest  error,  be  conclusive  for all purposes and binding on the
Company  and the  holders of this  Debenture.  In the event that any then acting
Calculation  Agent shall be unable or unwilling to act, or that such Calculation
Agent shall fail duly to establish  the Floating  Interest Rate for any Interest
Payment Period,  or that the Company proposes to remove such Calculation  Agent,
or that the  Calculation  Agent proposes to terminate its service as Calculation
Agent, the Company shall appoint another Person, which is a bank, trust company,
investment  banking  firm  or  other  financial  institution,   to  act  as  the
Calculation  Agent.  The Calculation  Agent shall certify the Floating  Interest
Rate on each Interest Reset Date and shall provide a copy of such  certification
to the  Trustee  under the  Indenture  and to the  Property  Trustee  as soon as
practicable following each Interest Reset Date. The Trustee will provide written
notice of the Floating  Interest Rate as certified by the  Calculation  Agent to
the holder of this  Debenture  within five Business Days following each Interest
Reset Date.

     Subject to the  Company  having  received  prior  approval of the Office of
Thrift  Supervision  if  then  required  under  applicable  capital  guidelines,
policies or  regulations  of the Office of Thrift  Supervision,  the Company may
redeem  this  Debenture  prior to the Stated  Maturity  in the manner and at the
times set forth in the Indenture.

     The  payment  by  the  Company  of  the   principal  and  interest  on  the
indebtedness  evidenced  by this  Debenture  is, to the extent and in the manner
provided  in the  Indenture,  subordinate  and junior in right of payment to the
prior  payment  in full of all Senior  Indebtedness.  This  Debenture  is issued
subject to the provisions of the Indenture with respect thereto.  Each holder of
this Debenture,  by accepting the same, (a) agrees to and shall be bound by such
provisions;  (b) authorizes and directs the Trustee on his or her behalf to take
such  action as the  Company  advises  the  Trustee in writing is  necessary  or
appropriate to acknowledge or effectuate the subordination so provided;  and (c)
appoints the Trustee his or her  attorney-in-fact for any and all such purposes.
Each holder hereof, by his or her 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.

     This  Debenture  shall not be entitled to any benefit  under the  Indenture
hereinafter referred to, 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.

     Capitalized  terms used and not  defined in this  Debenture  shall have the
meanings assigned in the Indenture.

     The  provisions of this  Debenture 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.

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     IN WITNESS WHEREOF,  the Company has caused this instrument to be effective
June 27, 2002.

                                        BCSB Bankcorp, Inc.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

Attest:

By:  ______________________________
Name: _____________________________
Title:   Secretary


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                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures described in the within-mentioned Indenture.

Wells Fargo Bank, National Association,
  as Trustee or Authenticating Agent



By:_________________________________
  Authorized Signatory




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                        FLOATING RATE JUNIOR SUBORDINATED

                          DEFERRABLE INTEREST DEBENTURE

                                   (CONTINUED)

     This Debenture is one of the subordinated debentures of the Company (herein
sometimes  referred to as the  "Debentures"),  specified in the  Indenture,  all
issued or to be issued under and  pursuant to an Indenture  effective as of June
27, 2002 (the  "Indenture")  duly executed and delivered between the Company and
Wells Fargo Bank,  National  Association,  as Trustee (the "Trustee"),  to which
Indenture reference is hereby made for a description of the rights,  limitations
of rights,  obligations,  duties and immunities  thereunder of the Trustee,  the
Company  and the  holders  of the  Debentures  and of the terms  upon  which the
Debentures are, and are to be,  authenticated and delivered.  The Debentures are
limited in aggregate principal amount as specified in the Indenture.

     Because of the occurrence and  continuation  of a Special Event, in certain
circumstances, this Debenture may become due and payable at the principal amount
together  with any  interest  accrued  thereon  (the  "Redemption  Price").  The
Redemption  Price shall be paid prior to 12:00 noon,  Eastern  Standard Time, on
the date of such  redemption or at such earlier time as the Company  determines.
The Company  shall have the right as set forth in the  Indenture  to redeem this
Debenture at the option of the Company, without premium or penalty, (i) in whole
or in part, at any time on or after June 30, 2007 (an "Optional Redemption"), or
(ii) in whole,  but not in part, at any time in certain  circumstances  upon the
occurrence  of a  Special  Event,  at a  Redemption  Price  equal to 103% of the
principal  amount plus any accrued but unpaid  interest  hereon,  to the date of
such  redemption.  Any redemption  pursuant to this paragraph shall be made upon
not less than 30 days' nor more than 60 days' notice,  at the Redemption  Price.
The Redemption Price shall be paid at the time and in the name provided therefor
in the Indenture.  If the Debentures are only partially  redeemed by the Company
pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or
by lot or by any other  method  utilized  by the  Trustee  as  described  in the
Indenture.

     In the event of redemption of this  Debenture in part only, a new Debenture
or Debentures for the  unredeemed  portion hereof shall 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  Debentures  may be  declared,  and upon  such  declaration  shall
become,  due and  payable,  in the  manner,  with the effect and  subject to the
conditions provided in the Indenture.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  holders  of not less  than a  majority  in  aggregate
principal  amount of the Debentures at the time  Outstanding,  as defined 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  Debentures;  provided,  however,  that  no such
supplemental indenture shall, except as provided in the Indenture (i) extend the
fixed maturity of

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the  Debentures,  reduce the  principal  amount  thereof,  or reduce the rate or
extend the time of payment  of  interest  thereon,  without  the  consent of the
holder of each  Debenture  so affected  thereby;  or (ii)  reduce the  aforesaid
percentage  of  Debentures,  the holders of which are required to consent to any
such  supplemental  indenture,  without  the  consent  of the  holders  of  each
Debenture then Outstanding and so affected thereby.  The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time  outstanding,  on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture,  or established  pursuant to the Indenture,  and its
consequences, except a default in the payment of the principal of or interest on
any of the  Debentures.  Any such consent or waiver by the registered  holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and  binding  upon such  holder and upon all future  holders  and owners of this
Debenture  and of any  Debenture  issued in exchange  herefor or in place hereof
(whether by registration  of transfer or otherwise),  irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

     No reference  herein to the Indenture and no provision of this Debenture or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional,  to pay the principal and interest on this Debenture
at the time (subject to the Company's  right to defer payment of interest during
an Extended  Interest  Payment Period as described  herein) and place and at the
rate and in the money herein prescribed.

     As further described in the Indenture,  the Company shall have the right at
any time  during  the  term of the  Debentures  and  from  time to time to defer
payments of interest by extending the interest payment period of such Debentures
for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"),
at the end of which period the Company  shall pay all interest  then accrued and
unpaid  (together with interest thereon at the rate specified for the Debentures
to the extent that  payment of such  interest is  enforceable  under  applicable
law).  Before the termination of any such Extended  Interest Payment Period,  so
long as no Event of Default shall have occurred and be  continuing,  the Company
may further extend such Extended  Interest  Payment  Period,  provided that such
Extended  Interest  Payment  Period  together  with all such further  extensions
thereof  shall not  exceed 20  consecutive  quarters,  extend  beyond the Stated
Maturity  or  end  on a  date  other  than  an  Interest  Payment  Date.  At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional  amounts then due and subject
to the foregoing  conditions,  the Company may commence a new Extended  Interest
Payment Period.

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

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<PAGE>

     Prior to due  presentment  for  registration of transfer of this Debenture,
the Company,  the Trustee, any Paying Agent and the Debenture Registrar may deem
and treat the registered  holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and  notwithstanding any notice of ownership
or writing  hereon made by anyone other than the  Debenture  Registrar)  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 the
Trustee nor any Paying Agent nor any  Debenture  Registrar  shall be affected by
any notice to the contrary (by anyone other than the Debenture Registrar).

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  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.

     Subject to Section 2.3 of the  Indenture,  the Debentures are issuable only
in registered form without coupons in  denominations  of $1,000 and any integral
multiple thereof.

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