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                                                                Exhibit 4(p)(ii)

                                WARRANT AGREEMENT

                                     between

                        NEW YORK COMMUNITY BANCORP, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                as Warrant Agent

                              Dated as of (.), (.)

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                                TABLE OF CONTENTS

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Article I         DEFINITIONS...................................................................1

         Section 1.1     Defined Terms..........................................................1

         Section 1.2     Interpretive Provisions................................................8

Article II        ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.......8

         Section 2.1     Issuance of Warrants...................................................8

         Section 2.2     Form, Denomination and Execution of Warrant Certificates...............8

         Section 2.3     Issuance and Delivery of Warrant Certificates..........................9

         Section 2.4     Lost, Stolen, Destroyed or Mutilated Warrant Certificates.............10

         Section 2.5     Payment of Certain Taxes..............................................10

         Section 2.6     Holders of Warrants; Rights of Holders................................10

         Section 2.7     Compliance Certification and Opinions.................................11

Article III       DURATION AND EXERCISE OF WARRANTS............................................12

         Section 3.1     Duration of Warrants..................................................12

         Section 3.2     Exercise of Warrants..................................................12

         Section 3.3     Redemption of Warrants................................................13

         Section 3.4     Redemption Procedures.................................................14

Article IV        ANTI-DILUTION PROVISIONS.....................................................15

         Section 4.1     Warrant Adjustments...................................................15

         Section 4.2     Merger, Consolidation, Sale, Transfer or Conveyance...................21

         Section 4.3     Other Events..........................................................22

         Section 4.4     Notice of Adjustment..................................................23

         Section 4.5     Notice of Certain Transactions........................................23

         Section 4.6     Adjustment to Warrant Certificate.....................................24

Article V         EXCHANGE AND TRANSFER OF WARRANTS............................................24

         Section 5.1     Warrant Register; Exchange and Transfer of Warrants...................24

         Section 5.2     Treatment of Holders of Warrant Certificates..........................26

         Section 5.3     Cancellation of Warrant Certificates..................................26

Article VI        CONCERNING THE WARRANT AGENT.................................................26

         Section 6.1     Warrant Agent.........................................................26

         Section 6.2     Conditions of Warrant Agent's Obligations.............................26
</TABLE>

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                                TABLE OF CONTENTS

                                   (continued)

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         Section 6.3     Resignation and Removal; Appointment of Successor.....................28

         Section 6.4     Compliance With Applicable Laws.......................................29

         Section 6.5     Office................................................................29

Article VII       COVENANTS....................................................................29

         Section 7.1     Financial Statements and Reports of the Company.......................29

         Section 7.2     Notices and Demands to the Company and Warrant Agent..................30

         Section 7.3     Governmental Approvals................................................30

         Section 7.4     Satisfaction of Exercise Conditions...................................30

         Section 7.5     Reservation of Shares.................................................30

Article VIII      MISCELLANEOUS................................................................30

         Section 8.1     Supplements and Amendments............................................30

         Section 8.2     Addresses for Notices.................................................31

         Section 8.3     Governing Law.........................................................31

         Section 8.4     Persons Having Rights Under Warrant Agreement.........................32

         Section 8.5     Headings..............................................................32

         Section 8.6     Counterparts..........................................................32

         Section 8.7     Inspection of Agreement...............................................32
</TABLE>

                                       ii

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          THIS WARRANT AGREEMENT, dated as of (.), (.), between New York
Community Bancorp, Inc., a Delaware corporation (the "Company"), and Wilmington
Trust Company, a Delaware banking corporation, as warrant agent the ("Warrant
Agent").

          WHEREAS, the Company proposes to issue warrants (the "Warrants")
representing the right to purchase, under certain circumstances described
herein, Common Stock (as defined herein); and

          WHEREAS, the Company desires that the Warrant Agent act on behalf of
the Company in connection with the issuance of the Warrants as provided herein
and the Warrant Agent is willing to so act; and

          WHEREAS, the Company has duly authorized the execution and delivery of
this Warrant Agreement to provide for the issuance of Warrants to be exercisable
at such times and for such prices, and to have such other provisions, as shall
be hereinafter provided; and

          WHEREAS, the Company and the Trust are entering into a unit agreement
(the "Unit Agreement") with, among others, Wilmington Trust Company, as unit
agent (the "Unit Agent"), whereby the Units, which will each consist of a
Preferred Security and a Warrant, will be issued;

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Defined Terms. Whenever used in this Warrant Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article. Capitalized terms used herein but
not otherwise defined shall have the meanings set forth in the Unit Agreement or
the Declaration, as the case may be.

          "Accreted Value" has the meaning set forth in the Declaration.

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

          "Board of Directors" means the board of directors of the Company or
any duly authorized committee of that board.

          "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification and delivered
to the Warrant Agent.

          "Book-Entry Warrant" means a Global Warrant.

          "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.

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          "Calculation Agent" has the meaning set forth in Section 6.2(l).

          "Cash Payment" means, with respect to any Warrant, the payment in full
by the Holder thereof of the Exercise Price of such Warrant in lawful money of
the United States of America, in cash or by certified or official bank check to
the Warrant Agent, or by wire transfer to the account indicated to such Holder
by the Warrant Agent, as designated by the Company by written notice to the
Warrant Agent.

          "Cede" means Cede & Co., the nominee of DTC.

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

          "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.

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

          "Company" means New York Community Bancorp, Inc., a Delaware
corporation, and any successor thereto.

          "Conditions to a Remarketing" means the conditions to a Remarketing
specified in the Declaration. A Failed Remarketing shall not be considered an
inability to satisfy the Conditions to a Remarketing.

          "Conversion Price" means the Exercise Price divided by the Conversion
Ratio.

          "Conversion Ratio" means the Exercise Amount.

          "Date of Determination" means, with respect to the Exercise Price of a
Warrant (i) in connection with a Redemption of such Warrant or an exercise of
such Warrant in lieu of Redemption pursuant to Section 3.3, the end of the
Business Day preceding the Remarketing Date, and (ii) otherwise, the date of
exercise or, in the case of a determination of the Warrant Value pursuant to
Section 4.2(b), the date of redemption of such Warrant.

          "Declaration" means the Amended and Restated Declaration of Trust of
the Trust, dated as of (.), (.), among the Company, as sponsor and the trustees
named therein as the same may be amended from time to time in accordance with
its terms.

          "Definitive Warrant" means a Warrant Certificate in definitive,
registered form.

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

          "DTC" means The Depository Trust Company, the initial Depositary, and
any successor thereto.

          "Ex Date" means:

          (i) with respect to any issuance or distribution, the first date on
     which the Common Stock trades regular way on the relevant exchange or in
     the relevant market from which the Trading Price was obtained without the
     right to receive such issuance or distribution;

          (ii) with respect to any subdivision or combination of shares of
     Common Stock, the first date on which the Common Stock trades regular way
     on such exchange or in such market after the time at which such subdivision
     or combination becomes effective, and

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          (iii) with respect to any tender or exchange offer, the first date on
     which the Common Stock trades regular way on such exchange or in such
     market after the Tender Expiration Time of such offer.

          "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.

          "Exercise Amount" means (.); provided, however, that such amount is
subject to adjustment as provided in Article IV.

          "Exercise Conditions" means, with respect to any Warrant on any date
on which such Warrant is to be exercised by the Holder thereof,

          (i) 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;

          (ii) 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

          (iii) a then current prospectus relating to the Common Stock shall be
available for delivery to exercising holders of the Warrants.

          "Exercise Price" means, with respect to any Warrant, $(.), subject to
adjustment as provided in Article IV.

          "Expiration Date" means, with respect to any Warrant, the earlier of
5:00 p.m., New York time, on (i) (.), (.), subject to extension pursuant to the
provisions of Section 3.1, and (ii) the Redemption Date.

          "Failed Remarketing" means the inability of the Remarketing Agent by
4:00 p.m., New York time, on the Remarketing Date, to remarket, pursuant to the
Remarketing Agreement, all of the Preferred Securities deemed tendered for
purchase.

          "Fair Market Value" means the amount that a willing buyer would pay a
willing seller in an arm's length transaction.

          "Federal Reserve" shall mean the Board of Governors of the Federal
Reserve System or its staff as the context requires.

          "Global Warrants" means a Certificate that evidences all or part of
the Warrants and is registered in the name of a Clearing Agency or a nominee
thereof.

          "Holder" means, with respect to a Warrant Certificate at any date, (i)
if such Warrant Certificate is not held pursuant to the Unit Agreement, the
person or persons in whose name such Warrant Certificate shall then be
registered as set forth in the Warrant Register maintained by the Warrant Agent
pursuant to Section 5.1(a) for such purpose or (ii) if such Warrant is held
pursuant to the Unit Agreement, the person or persons in whose name the related
Unit is registered as set forth in the Unit Register.

          "Investment Company Event" has the meaning set forth in the
Declaration.

                                       3

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          "Legal Cause Remarketing Event" means a Remarketing Event that occurs
because the Company elects to redeem the Warrants in accordance with the
requirements of this Agreement upon the occurrence of:

          (i) either (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 to the Trust; or (b) a Regulatory Capital Event; and

          (ii) the Company causes written notice of the Remarketing to be given
     to the Holders of the Preferred Securities, the holders of the Units and
     the holders of the Warrants.

          "Market Capitalization" means, with respect to the Company as of any
date, the product of (i) the Market Price of shares of Common Stock as of such
date and (ii) the number of shares of Common Stock outstanding, excluding
treasury shares, as of such date.

          "Market Price" means the average of the daily Trading Prices per share
of Common Stock for the ten consecutive Trading Days immediately prior to the
date in question; provided, however, that if:

          (i) the Ex Date for any event other than the issuance or distribution
     requiring such computation that requires an adjustment to the Exercise
     Amount pursuant to Section 4.1(a), (b), (c), (d), (e) or (f) occurs during
     such ten consecutive Trading Days, the Trading Price for each Trading Day
     prior to the Ex Date for such other event shall be adjusted by multiplying
     such Trading Price by the same fraction by which the Exercise Amount is so
     required to be adjusted as a result of such other event;

          (ii) the Ex Date for any event other than the issuance or distribution
     requiring such computation that requires an adjustment to the Exercise
     Amount pursuant to Section 4.1(a), (b), (c), (d), (e) or (f) occurs on or
     after the Ex Date for the issuance or distribution requiring such
     computation and prior to the day in question, the Trading Price for each
     Trading Day on and after the Ex Date for such other event shall be adjusted
     by multiplying such Trading Price by the reciprocal of the fraction by
     which the Exercise Amount is so required to be adjusted as a result of such
     other event; and

          (iii) the Ex Date for the issuance or distribution requiring such
     computation is prior to the day in question, after taking into account any
     adjustment required pursuant to clause (i) or (ii) above, the Trading Price
     for each Trading Day on or after such Ex Date shall be adjusted by adding
     thereto the amount of any cash and the Fair Market Value as determined by
     the Board of Directors in a manner consistent with any determination of
     such value for purposes of Section 4.1(d) or (f), whose determination shall
     be conclusive and set forth in a Board Resolution of the evidences of
     indebtedness, shares of capital stock or assets being distributed
     applicable to one share of Common Stock as of the close of business on the
     day before such Ex Date.

For purposes of any computation under Section 4.1(f), the Market Price of the
Common Stock on any date shall be deemed to be the average of the daily Trading
Prices per share of Common Stock for such day and the next two succeeding
Trading Days; provided, however, that if the Ex Date for any event other than
the tender offer requiring such computation that requires an adjustment to the
Exercise Amount pursuant to Section 4.1(a), (b), (c), (d), (e) or (f) occurs on
or after the Tender Expiration Time for the tender or exchange offer requiring
such computation and prior to the day in

                                       4

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question, the Trading Price for each Trading Day on and after the Ex Date for
such other event shall be adjusted by multiplying such Trading Price by the
reciprocal of the fraction by which the Exercise Amount is so required to be
adjusted as a result of such other event.

          "Maturity Remarketing Date" means the date that is two Business Days
before the Expiration Date.

          "Non-Electing Share" has the meaning set forth in Section 4.2(a).

          "No Recognition Opinion" has the meaning set forth in the Declaration.

          "Officers' Certificate" means, with respect to the Trust, a
certificate signed by any Administrative Trustee and, with respect to the
Company, 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 Company, and delivered to the Warrant Agent.

          "Opinion of Counsel" means a written opinion of counsel, rendered by
an independent law firm which shall be reasonably acceptable to the Warrant
Agent. An opinion of counsel may rely on certificates as to matters of fact.

          "Optional Redemption Remarketing Event" means a Remarketing Event that
occurs because the Company elects to redeem the Warrants in accordance with the
requirements of this Agreement and the following two requirements are satisfied;

          (i) on any date on or after (.), (.) but prior to (.), (.), the
Trading 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 and on the day on which the Company elects to redeem the warrants, (.)% of
the Conversion Price; and

          (ii) within ten Business Days of such date, the Company causes written
notice of its election to redeem the Warrants to be given to the Holders of the
Preferred Securities, the holders of the Units and the holders of the Warrants.

          "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 the Declaration.

          "Purchased Shares" has the meaning set forth in Section 4.1(f).

          "Record Date" means, with respect to any dividend, distribution or
other transaction or event in which the holders of Common Stock have the right
to receive any cash, securities or other property or in which the Common Stock
or other applicable security is exchanged for or converted into any combination
of cash, securities or other property, the date fixed for determination of
stockholders entitled to receive such cash, securities or other property whether
such date is fixed by the Board of Directors or by statute, contract or
otherwise.

          "Redemption" means a redemption of the Warrants pursuant to Sections
3.3 and 3.4.

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          "Redemption Conditions" means, with respect to any proposed
Redemption, that (i) as of the date on which the Company elects to redeem the
Warrants and on the Redemption Date, the Exercise Conditions shall be satisfied;
provided, however, that clause (iii) of the definition of "Exercise Conditions"
need only be satisfied on the Redemption Date, (ii) on the Redemption Date, the
Company shall have complied with all other applicable laws and regulations, if
any including, without limitation, the Securities Act, necessary to permit the
redemption of the Warrants, and (iii) an Optional Redemption Remarketing Event
or a Legal Cause Remarketing Event shall have occurred and the Company shall
have satisfied the applicable conditions to a Remarketing set forth in both the
Declaration and the Remarketing Agreement.

          "Redemption Date" means a date selected by the Company not less than
five nor more than 20 Business Days after written notice of such redemption is
given to the Holders to redeem the Warrants.

          "Reference Period" has the meaning set forth in Section 4.1(d).

          "Regulatory Capital Event" has the meaning set forth in the
Declaration.

          "Remarketing Agent" means the remarketing agent (or any successor
remarketing agent) selected by the Company, which will initially be (.).

          "Remarketing Agreement" means a remarketing agreement to be entered
into among the Company, the Trust and the Remarketing Agent with customary and
typical terms and conditions at the time of execution thereof.

          "Remarketing Date" means:

          (i) with respect to an Optional Redemption Remarketing Event or a
Legal Cause Remarketing Event, two Business Days prior to the Redemption Date;
and

          (ii) with respect to the expiration of the Warrants, the Maturity
Remarketing Date.

          "Remarketing Payment" means, with respect to any Warrant that is held
pursuant to the Unit Agreement, the application of the proceeds of the
Remarketing of the related Preferred Security in an amount equal to the Exercise
Price of such Warrant in accordance with the Remarketing Agreement and the Unit
Agreement.

          "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.

          "Successful Remarketing" means, with respect to any Redemption Date,
the contemporaneous settlement scheduled to occur on such Redemption Date of the
Remarketing that commenced on the corresponding Remarketing Date.

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

          "Tender Expiration Time" has the meaning set forth in Section 4.1(f).

          "Trading Day" means any day on which shares of Common Stock or other
capital stock of the Company then issuable upon exercise of the warrants:

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          (i) are not suspended from trading on any national securities
     association or exchange or over-the-counter market at the close of
     business; and

          (ii) have traded at least once on the national securities association
     or exchange or over-the-counter market that is the primary market for the
     trading of Common Stock.

          "Trading Price" of a security on any date of determination means:

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

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

          (iii) if such security is not listed on the New York Stock Exchange or
     any other U.S. national or regional securities exchange on that date, the
     closing sale price as reported on that date by the Nasdaq National Market;

          (iv) if such security is not so listed on a U.S. national or regional
     securities exchange or quoted on the Nasdaq National Market on that date,
     the last price quoted by Interactive Data Corporation for that security on
     the date or, if Interactive Data Corporation is not quoting such price, a
     similar quotation service selected by the Company;

          (v) if such security is not so quoted, the average mid-point of the
     last bid and ask prices for such security on that date from at least two
     dealers recognized as market-makers for such security selected by the
     Company for this purpose; or

          (vi) if such security is not so quoted, the average of the last bid
     and ask prices for such security on that date from a dealer engaged in the
     trading of such securities selected by the Company for this purpose.

          "Trigger Event" has the meaning set forth in Section 4.1(d).

          "Trust" means New York Community Capital Trust (.), a Delaware
statutory trust, and any successor thereto.

          "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 (and the related Debenture) and a Warrant.

          "Unit Agent" has the meaning set forth in the Recitals hereto.

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

          "Unit Register" means the Register of Unit holders to be maintained by
the Unit Agent pursuant to the Unit Agreement.

          "Warrant" or "Warrants" has the meaning set forth in the Recitals
hereto.

          "Warrant Agent" means the Person named as "Warrant Agent" in the first
paragraph of this Agreement, solely in such Warrant Agent capacity, until a
successor Warrant Agent shall have

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become such pursuant to the applicable provisions of this Warrant Agreement, and
thereafter "Warrant Agent" shall mean such Person.

          "Warrant Certificate" means each registered certificate including,
without limitation, the Global Warrants issued by the Company pursuant to this
Warrant Agreement evidencing a Warrant, substantially in the form of Exhibit A
hereto.

          "Warrant Register" has the meaning set forth in Section 5.1(a).

          "Warrant Value" means:

          (i) with respect to any Warrant redeemed by the Company pursuant to
Section 3.3(a) and Section 4.2(b) hereof, $(.) less the Accreted Value of the
Preferred Securities as of the end of the Business Day preceding the
corresponding Remarketing Date as applicable;

          (ii) with respect to any Warrant exercised by the Holder in lieu of a
redemption pursuant to Section 3.3(b) hereof, the Exercise Price.

          Section 1.2 Interpretive Provisions. With respect to all terms in this
Warrant Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to "writing"
include printing, typing, lithography, and other means of reproducing words in a
visible form; references to agreements and other contractual instruments include
all subsequent amendments thereto or changes therein entered into in accordance
with their respective terms and not prohibited by this Indenture; references to
"persons" include their permitted successors and assigns; and the term
"including" means "including without limitation." All references herein to
Articles, Sections, Subsections and Exhibits are references to Articles,
Sections, Subsections and Exhibits contained in or attached to this Warrant
Agreement unless otherwise specified, and each such Exhibit is part of the terms
hereof.

                                   ARTICLE II

                 ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
                             OF WARRANT CERTIFICATES

          Section 2.1 Issuance of Warrants. The Company hereby issues the
Warrants described herein, each of which evidences the right of the Holder
thereof, under the terms and conditions provided for herein and in the related
Warrant Certificate, to purchase the Exercise Amount (subject to adjustment as
provided in Article IV) of fully paid and non-assessable shares of Common Stock
at the Exercise Price. Each Warrant shall be, after issuance thereof, separately
transferable from the Preferred Security which, together with such Warrant,
comprises the related Unit.

          Section 2.2 Form, Denomination and Execution of Warrant Certificates.

          (a) Upon the execution and delivery of this Agreement, the Warrants
will be issued as a component of a Unit, in definitive, fully registered form
(the "Global Unit Certificate"), substantially in the form set forth in Exhibit
A of the Unit Agreement.

          Each Warrant Certificate shall evidence one or more Warrants. Upon the
execution and delivery of this Agreement, the Global Warrant shall represent no
outstanding Warrants, as specified in the "Schedule of Increases or Decreases in
Global Certificate" attached thereto or otherwise in accordance with the
Applicable Procedures, and the Global Unit Certificate shall

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represent (.) outstanding Warrants, as specified in the "Schedule of Increases
or Decreases in Global Certificate" attached thereto or otherwise in accordance
with the Applicable Procedures. Thereafter, each of the Global Warrant and the
Global Unit Certificate shall represent such outstanding Warrants as shall be
specified in the "Schedule of Increases or Decreases in Global Certificate"
attached to each such certificate or otherwise in accordance with the Applicable
Procedures.

          (b) The Warrant Certificates shall be signed in the name and on behalf
of the Company by at least one of the Chief Executive Officer, the Chief
Financial Officer, the President or a Vice President. Such signatures may be
manual or facsimile signatures of the present or any future holder of any such
office and may be imprinted or otherwise reproduced on the Warrant Certificates.

          (c) No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be deemed issued or exercisable, until such
Warrant Certificate has been authenticated by the manual or facsimile signature
of the Warrant Agent. Such authentication by the Warrant Agent upon any Warrant
Certificate executed by the Company shall be conclusive evidence that the
Warrant Certificate so authenticated has been duly issued hereunder.

          (d) In case any officer of the Company who shall have signed any
Warrant Certificate either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificate so signed shall have been
authenticated and delivered by the Warrant Agent, such Warrant Certificate
nevertheless may be authenticated and delivered as though the person who signed
such Warrant Certificate had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by such person
as, at the actual date of the execution of such Warrant Certificate, shall be a
proper officer of the Company, although at the date of the execution of this
Warrant Agreement such person was not such an officer.

          (e) Every Global Warrant, executed on behalf of the Company and
delivered hereunder shall bear a legend in substantially the form set forth in
Exhibit A.

          Section 2.3 Issuance and Delivery of Warrant Certificates.

          (a) Upon the execution and delivery of this Agreement, the Company
shall deliver one or more Warrant Certificates executed by the Company to the
Warrant Agent for authentication. Except as provided in the following sentence,
the Warrant Agent shall, upon written request of the Company and delivery to the
Warrant Agent of the Officers' Certificate and Opinion of Counsel as required
under Section 2.7 of this Warrant Agreement, thereupon authenticate such Warrant
Certificates and hold the same as custodian for DTC. Subsequent to the original
issuance, the Warrant Agent shall authenticate new Warrant Certificates only if
such Warrant Certificates are issued in exchange or substitution for one or more
previously authenticated Warrant Certificates or in connection with their
transfer, as hereinafter provided.

          (b) Pending the preparation of Definitive Warrants, the Company may
execute, and, upon written request of the Company and delivery to the Warrant
Agent of the same Officers' Certificate and Opinion of Counsel as required under
Section 1.2 of the Unit Agreement, the Warrant Agent shall authenticate and
deliver, temporary Warrant Certificates that are printed, lithographed,
typewritten, mimeographed or otherwise produced, substantially of the tenor of
the Definitive Warrants in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officer executing such Warrant Certificates may determine, as evidenced by such
officer's execution of such Warrant Certificates.

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          If temporary Warrant Certificates are issued, the Company will cause
Definitive Warrants to be prepared without unreasonable delay. After the
preparation of Definitive Warrants, the temporary Warrant Certificates shall be
exchangeable for Definitive Warrants upon surrender of the temporary Warrant
Certificates at the corporate trust office of the Warrant Agent, without charge
to the Holder thereof. Upon surrender for cancellation of any one or more
temporary Warrant Certificates, the Company shall execute and, upon request of
the Company and delivery to the Warrant Agent of the same Officers' Certificate
and Opinion of Counsel as required under Section 1.2 of the Unit Agreement, the
Warrant Agent shall authenticate and deliver in exchange therefor Definitive
Warrants representing the same aggregate number of Warrants. Until so exchanged,
the temporary Warrant Certificates shall in all respects be entitled to the same
benefits under this Warrant Agreement as Definitive Warrants.

          Section 2.4 Lost, Stolen, Destroyed or Mutilated Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity other than in connection
with any mutilated Warrant Certificates surrendered to the Warrant Agent for
cancellation reasonably satisfactory to them, the Company shall execute, and
upon request of the Company and delivery to the Warrant Agent of the same
Officers' Certificate and Opinion of Counsel as required under Section 1.2 of
the Unit Agreement, Warrant Agent shall authenticate and deliver, in exchange
for or in lieu of each lost, stolen, destroyed or mutilated Warrant Certificate,
a new Warrant Certificate evidencing a like number of Warrants of the same
tenor. Upon the issuance of a new Warrant Certificate under this Section, the
Company may require the payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection therewith and
any other expenses including the fees and expenses of the Warrant Agent in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent a contractual obligation of the Company,
whether or not such lost, stolen or destroyed Warrant Certificate shall be at
any time enforceable by anyone, and shall be entitled to the benefits of this
Warrant Agreement equally and proportionately with any and all other Warrant
rights and remedies with respect to the replacement of lost, stolen, destroyed
or mutilated Warrant Certificates.

          Section 2.5 Payment of Certain Taxes. The Company shall pay all stamp
and other duties, if any, to which this Warrant Agreement or the original
issuance of the Warrants or Warrant Certificates may be subject under the laws
of the United States of America or any state or locality.

          Section 2.6 Holders of Warrants; Rights of Holders.

          (a) At any time that a Warrant is held pursuant to the Unit Agreement,
the Company shall, or shall cause the Registrar under the Unit Agreement to,
make available to the Warrant Agent at all times such information as to holders
of Units as may be necessary to keep the Warrant Register up to date.

          (b) No Warrant or Warrant Certificate shall entitle the Holder thereof
to any of the rights, preferences or privileges of a holder of Common Stock,
including without limitation any dividend, voting, redemption, conversion,
exchange or liquidation rights.

          (c) Any Holder may, without the consent of the Warrant Agent,
institute or maintain any suit, action or proceeding against the
Company suitable to enforce, or otherwise in respect of, such holder right to
exercise its Warrants as provided in the related Warrant Certificates and this
Warrant Agreement.

                                       10

<PAGE>

          (d) At any time that a Warrant is held pursuant to the Unit Agreement,
the Company shall, or shall cause the Registrar under the Unit Agreement to,
make available to the Warrant Agent at all times such information as to holders
of Units as may be necessary to keep the Warrant Register up to date.

          (e) No Warrant or Warrant Certificate shall entitle the Holder thereof
to any of the rights, preferences or privileges of a holder of Common Stock,
including without limitation, any dividend, voting, redemption, conversion,
exchange or liquidation rights.

          (f) Any Holder may, without the consent of the Warrant Agent,
institute or maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such Holder's right to exercise
its Warrants as provided in the related Warrant Certificates and this Warrant
Agreement.

          Section 2.7 Compliance Certificates and Opinions.

          Except as otherwise expressly provided by this Warrant Agreement, upon
any application or request by the Company or the Trust, as applicable, to the
Warrant Agent to take any action in accordance with any provision of this
Warrant Agreement, the Company or the Trust, as applicable, shall furnish to the
Warrant Agent an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Warrant Agreement relating to the proposed action have
been complied with and, if requested by the Warrant Agent, an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Warrant Agreement relating to such particular application
or request, no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Warrant Agreement shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     such individual to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

                                       11

<PAGE>

                                  ARTICLE III

                        DURATION AND EXERCISE OF WARRANTS

          Section 3.1 Duration of Warrants.

          (a) Each Warrant shall be exercisable on any date prior to the
Expiration Date by the Holder thereof at the Exercise Price; provided, however,
that the Exercise Conditions are met as of such date. Each Warrant not exercised
at or before 5:00 p.m., New York time, on its Expiration Date shall become void,
and all rights of the Holder of such Warrant under the related Warrant
Certificate and under this Agreement shall cease.

          (b) Notwithstanding Section 3.1(a), the Expiration Date will be
extended if, during the 90 days immediately preceding the scheduled Expiration
Date, the Company:

          (i) was required to but did not maintain an effective registration
     statement under the Securities Act with respect to the maximum number of
     shares of Common Stock underlying the Warrants;

          (ii) did not maintain the registration or qualification of the shares
     of Common Stock underlying the Warrants under the applicable state
     securities laws; or

          (iii) was required to but did not deliver a then current prospectus to
     exercising Holders of the Warrants.

          In any of those events, the Expiration Date will extend to the first
date after (.), (.) after which the Company has for a 90-day period (1)
maintained an effective registration statement under the Securities Act, (2)
maintained the registration or qualification under the applicable state
securities laws and (3) delivered a then current prospectus to exercising
Holders of the Warrants.

          Section 3.2 Exercise of Warrants.

          (a) Subject to Section 3.3 and Article IV, the Holder of a Warrant
shall have the right, prior to the Expiration Date, at such Holder's option, to
exercise such Warrant and purchase the Exercise Amount of Common Stock at the
Exercise Price. A Warrant may be exercised by giving written notice to the
Warrant Agent no later than 5:00 p.m. New York time on the Business Day
preceding the proposed date of exercise of such Warrant and completing the form
of election to purchase set forth on the reverse side of such Warrant
Certificate, and delivering the same, together with the related Warrant
Certificate in the case of Definitive Warrants, to the Warrant Agent no later
than 5:00 p.m., New York time, on the date of such exercise, together with a
Cash Payment unless, in accordance with Section 3.3(c), a Remarketing Payment is
to be made. In no event may a Holder satisfy its obligation to pay the Exercise
Price by tendering Preferred Securities.

          (b) On the date of exercise of a Warrant, the Company shall issue, and
the Warrant Agent shall deliver, to or upon the written order of the Holder of
such Warrant, the Exercise Amount of Common Stock to which such Holder is
entitled, registered in such name or names as may be directed by such Holder.
The date on which such Warrant Certificate and payment are received by the
Warrant Agent as aforesaid shall be deemed to be the date on which the related
Warrant is exercised and the related Common Stock is issued. Notwithstanding
anything to the contrary in this paragraph (b), (i) no fractional shares of
Common Stock shall be issued by the Company upon the exercise of any Warrant,
(ii) if more than one Warrant shall be exercised at the same time by the same
Holder, the

                                       12

<PAGE>

number of shares of Common Stock issuable in connection with such exercise shall
be computed on the basis of the aggregate Exercise Amount of the Warrants so
exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the
Company shall pay such Holder an amount in cash equal to the then-current Market
Price multiplied by the related fraction of Common Stock for such fractional
shares, computed to the nearest whole cent.

          (c) If fewer than all of the Warrants evidenced by a Warrant
Certificate are exercised, the Company shall execute, and upon request of the
Company and delivery to the Warrant Agent of the same Officers' Certificate and
Opinion of Counsel as required under Section 1.2 of the Unit Agreement, the
Warrant Agent shall authenticate and deliver, a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

          (d) The Warrant Agent shall deposit all funds received by it in
connection with a Cash Payment of the Exercise Price into the account of the
Company maintained with it for such purpose, and shall notify the Company by
telephone by 5:00 p.m., New York time, of each day on which a Cash Payment of
the Exercise Price for Warrants has been so deposited of the amount of such
deposit into its account. The Warrant Agent shall promptly confirm such notice
in writing to the Company.

          (e) The Warrant Agent shall, from time to time, as promptly as
practicable following written request of the Company or an exercise of Warrants,
advise the Company of (i) the number of Warrants exercised as provided herein,
(ii) the instructions of each Holder with respect to delivery of the Common
Stock to which such Holder is entitled upon such exercise, and (iii) such other
information as the Company shall reasonably request in writing. Such notice may
be given by telephone to be promptly confirmed in writing.

          (f) The Company shall pay all documentary stamp taxes attributable to
the initial issuance of Warrants or to the issuance of Common Stock to the
registered Holder of such Warrants upon exercise thereof; provided, however,
that such Holder, and not the Company, shall be required to pay any stamp or
other tax or other governmental charge that may be imposed in connection with
any transfer involved in the issuance of the Common Stock; and in the event that
any such transfer is involved, the Company shall not be required to issue any
Common Stock and such Holder's purchase of the Common Stock issued upon the
exercise of such Holder's Warrant shall not be deemed to have been consummated
until such tax or other charge shall have been paid or it has been established
to the Company's satisfaction that no such tax or other charge is due.

          (g) Notwithstanding anything contained herein or elsewhere to the
contrary: any Clearing Agency Participant shall have the right, power, and
authority to exercise a Warrant as if such Clearing Agency Participant were the
Holder of a Warrant, the Warrant Agent shall have the power and authority to and
be permitted to, and is hereby authorized, empowered, and permitted to, in
connection with the exercise of a Warrant, in addition to following the
procedures set forth in this Warrant Agreement with respect to the exercise of a
Warrant, treat a Clearing Agency Participant as if such Clearing Agency
Participant were the Holder of a Warrant for all purposes, including, without
limitation, by (i) giving effect to any notice, certification, direction,
election (including, without limitation, a form of election to purchase set
forth on the reverse side of a Warrant Certificate), or other communication
delivered to the Warrant Agent by or on behalf of a Clearing Agency Participant
as if such notice, certification, direction, election, or other communication
were delivered to the Warrant Agent by or on behalf of the Holder of a Warrant,
(ii) accepting and otherwise handling funds (including any Cash Payment)
received by the Warrant Agent from or on behalf of a Clearing Agency
Participant as if such Clearing Agency Participant were the Holder of a Warrant,
and (iii) deliver notices, documents, and other communications to and otherwise
communicate with a Clearing Agency Participant as if such Clearing Agency
Participant were the Holder of a Warrant, and in no event shall the Warrant
Agent be personally liable for any action taken or omitted to be taken in
reliance upon this Section 3.2(g).

          Section 3.3 Redemption of Warrants.

          (a) Subject to satisfaction of the Redemption Conditions, the Company
shall redeem the Warrants on the Redemption Date for cash in an amount equal to
$(.) minus the Accreted Value of the Preferred Securities as of the end of the
Business Day preceding the Remarketing Date in accordance with Section 3.4.

          (b) A Holder may elect to exercise a Warrant in lieu of Redemption, if
(i) such Warrant is held pursuant to the Unit Agreement, by written notice given
to the Warrant Agent and the Unit Agent as provided in the Unit Agreement; or
(ii) such Warrant is not held pursuant to the Unit Agreement, by written notice
given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on
the Business Day prior to the related Redemption Date. In the absence of an
election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed
to have elected to have its Warrants redeemed on the Redemption Date.

                                       13

<PAGE>

          (c) If a Holder elects to exercise a Warrant pursuant to Section
3.3(b) above, then such Holder shall tender the Exercise Price for such Warrant
as a Cash Payment, and shall follow the procedures set forth in Section 3.2;
provided, however, that if (i) such Warrant is, on the Remarketing Date, held
pursuant to the Unit Agreement, (ii) such Holder has not opted out of
participating in the Remarketing, and (iii) a Successful Remarketing shall have
occurred, then the Exercise Price of such Warrant shall be deemed to have been
paid by a Remarketing Payment, and the Remarketing Agent will, in connection
with such Remarketing Payment, apply the proceeds of the Remarketing of the
related Preferred Security in accordance with the terms of the Remarketing
Agreement and the Unit Agreement.

          (d) Notice of a Failed Remarketing shall be deemed to constitute a
withdrawal of each previously delivered election to exercise Warrants involving
payment of the Exercise Price by a Remarketing Payment on the related
Remarketing Settlement Date. Following any such withdrawal a holder may still
elect to exercise its Warrants in accordance with the procedures specified in
Section 3.6 of the Unit Agreement and in this Warrant Agreement.

          (e) Any Warrant redeemed or exercised pursuant to the provisions of
this Section shall, upon such redemption or exercise, cease to be outstanding.

          (f) If a Redemption cannot occur because of an inability to satisfy
the Redemption Conditions, the Company shall promptly notify in writing the
Warrant Agent and each Holder at its address specified in the Warrant Register
thereof. Such event shall not constitute a default under this Agreement so long
as the Company is exercising its best efforts to satisfy the Redemption
Conditions and is not otherwise in violation of this Agreement including the
provisions of Article VII hereof and the Company may, under such circumstances,
subsequently seek to remarket the Preferred Securities and contemporaneously
redeem the Warrants.

          Section 3.4 Redemption Procedures.

          (a) The Company shall, contemporaneously with the giving of notice of
Remarketing pursuant to Section 6.6 of the Declaration, furnish written notice
of Redemption to the Warrant Agent, which shall promptly furnish notice of such
Redemption to Holders of Definitive Warrants, and the Company shall request, not
less than three nor more than 18 business days prior to the Remarketing Date,
that DTC notify its participants holding Warrants of the Remarketing. The
Company shall cause notice of such redemption to be published in a newspaper of
general circulation in New York City, five Business Days prior to the Redemption
Date.

          (b) If the Company gives a notice of Redemption of the Warrants, then
by 12:00 noon, New York time, on the Redemption Date, the Company shall deposit
irrevocably with DTC consideration sufficient to pay the applicable Warrant
Value for all Book-Entry Warrants other than Warrants held by persons electing
to exercise their Warrants in lieu of a Redemption. If any Warrants are not
represented by one or more Global Certificates, the Company shall irrevocably
deposit with the Warrant Agent consideration sufficient to pay the applicable
Warrant Value, and shall give the Warrant Agent irrevocable written instructions
and authority to pay the applicable Warrant Value to the related Holders upon
surrender of the related Warrant Certificates.

          (c) If notice of Redemption shall have been given and consideration
deposited or paid as required hereby, then, immediately prior to 5:00 p.m., New
York time, on the Redemption Date, all rights of Holders shall cease, except the
right of Holders to receive the applicable Warrant Value or Common Stock if the
related Holder elected to exercise such Holder's Warrant on or prior to 5:00
p.m., New York time, on the Redemption Date, and the Warrants shall cease to be
outstanding.

                                       14

<PAGE>

          (d) Notwithstanding anything herein to the contrary, and subject to
applicable law, the Company and its subsidiaries may at any time, and from time
to time, purchase outstanding Warrants by tender, in the open market or by
private agreement.

          (e) The Company may not redeem the Warrants without the prior approval
of the Federal Reserve.

                                   ARTICLE IV

                            ANTI-DILUTION PROVISIONS

          Section 4.1 Warrant Adjustments. The Exercise Amount shall be subject
to adjustments, calculated by the Company (written notice of which promptly
shall be provided to the Warrant Agent as provided in Section 4.4, until receipt
of which the Warrant Agent shall be fully protected in assuming that no
adjustment has been made), from time to time as follows:

          (a) Dividends and Distributions. In case the Company shall hereafter
pay a dividend or make a distribution to all holders of the outstanding Common
Stock in shares of Common Stock, the Exercise Amount in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
increased by multiplying such Exercise Amount by a fraction,

          (i)  the numerator of which shall be the sum of the number of shares
               of Common Stock outstanding at the close of business on the
               Record Date fixed for such determination and the total number of
               shares constituting such dividend or other distribution, and

          (ii) the denominator of which shall be the number of shares of Common
               Stock outstanding at the close of business on the Record Date
               fixed for such determination.

Such increase shall become effective immediately after the opening of business
on the day following the Record Date. If any dividend or distribution of the
type described in this paragraph (a) is declared but not so paid or made, the
Exercise Amount shall again be adjusted to the Exercise Amount which would then
be in effect if such dividend or distribution had not been declared.

          (b) Stock Splits. In case the outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock, the Exercise
Amount in effect at the opening of business on the day following the day upon
which such subdivision becomes effective shall be proportionately increased, and
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Exercise Amount in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately decreased, such reduction or
increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.

          (c) Issuance of Rights or Warrants. In case the Company shall issue
rights or warrants (other than any rights or warrants referred to in paragraph
(d) below) to all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock (or securities
convertible or exchangeable into Common Stock) at a price per share (or having a
conversion or exchange price per share) less than the Market Price on the Record
Date fixed for the

                                       15

<PAGE>

determination of stockholders entitled to receive such rights or warrants, the
Exercise Amount shall be adjusted so that the same shall equal the amount
determined by multiplying the Exercise Amount in effect at the opening of
business on the date after such Record Date by a fraction:

          (i)  the numerator of which shall be the number of shares of Common
               Stock outstanding on the close of business on the Record Date
               plus the total number of additional shares of Common Stock so
               offered for subscription or purchase (or into which the
               convertible or exchangeable securities so offered are convertible
               or exchangeable), and

          (ii) the denominator of which shall be the number of shares of Common
               Stock outstanding at the close of business on the Record Date
               plus the number of shares which the aggregate offering price of
               the total number of shares so offered for subscription or
               purchase (or the aggregate conversion or exchange price of the
               convertible or exchangeable securities so offered) would purchase
               at such Market Price.

Such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock (or securities convertible or exchangeable into Common Stock) are not
delivered pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants the Exercise Amount shall be readjusted
to the Exercise Amount which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of the
delivery of only the number of shares of Common Stock (or securities convertible
or exchangeable into Common Stock) actually delivered. In the event that such
rights or warrants are not so issued, the Exercise Amount shall again be
adjusted to be the Exercise Amount which would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Market Price, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration
received for such rights or warrants, the value of such consideration if other
than cash, to be determined by the Board of Directors.

          (d) Other Dividends and Distributions. In case the Company shall, by
dividend or otherwise, distribute to all holders of its Common Stock shares of
any class of capital stock of the Company other than any dividends or
distributions to which paragraph (a) above applies or evidences of its
indebtedness, cash or other assets, including securities, but excluding (i) any
rights or warrants referred to in paragraph (c) above, (ii) any stock,
securities or other property or assets (including cash) distributed in
connection with a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 4.2 hereof
applies and (iii) dividends and distributions paid exclusively in cash, then, in
each such case, subject to the second succeeding paragraph of this paragraph
(d), the Exercise Amount shall be increased so that the same shall be equal to
the amount determined by multiplying the Exercise Amount in effect immediately
prior to the close of business on the Record Date with respect to such
distribution by a fraction:

          (i)  the numerator of which shall be the Market Price on such date
               plus the Fair Market Value (as determined by the Board of
               Directors, whose determination shall be conclusive and set forth
               in a Board Resolution) on such date of the portion of the
               securities so distributed applicable to one share of Common Stock
               determined on the basis of the number of shares of the Common
               Stock outstanding on the Record Date, and

                                       16

<PAGE>

          (ii)  the denominator of which shall be such Market Price.

          (iii) Such increase shall become effective immediately prior to the
                opening of business on the day following the Record Date.
                However, in the event that the then Fair Market Value as so
                determined of the portion of the securities so distributed
                applicable to one share of Common Stock is equal to or greater
                than the Market Price on the Record Date, in lieu of the
                foregoing adjustment, adequate provision shall be made so that
                each Holder shall have the right to receive upon exercise of a
                Warrant the amount of securities such Holder would have received
                had such Holder exercised such Warrant immediately prior to such
                Record Date. In the event that such dividend or distribution is
                not so paid or made, the Exercise Amount shall again be adjusted
                to be the Exercise Amount which would then be in effect if such
                dividend or distribution had not been declared.

          If the Board of Directors determines the Fair Market Value of any
distribution for purposes of this paragraph (d) by reference to the actual or
when issued trading market for any securities comprising all or part of such
distribution, it must in doing so consider the prices in such market over the
same period (the "Reference Period") used in computing the Market Price pursuant
to paragraph (g) below to the extent possible, unless the Board of Directors in
a Board Resolution determines in good faith that determining the Fair Market
Value during the Reference Period would not be in the best interest of the
Holders.

          In the event any such distribution consists of shares of capital stock
of, or similar equity interests in, one or more of the Company's subsidiaries (a
"Spin-Off"), the Fair Market Value of the securities to be distributed shall
equal the average of Trading Prices of those securities for the five consecutive
Trading Days commencing on and including the sixth day of trading of those
securities after the effectiveness of the Spin-Off, and the then current Market
Price shall be measured for the same period. In the event, however, that an
underwritten initial public offering of the securities in the Spin-Off occurs
simultaneously with the Spin-Off, Fair Market Value of the securities
distributed in the Spin-Off shall mean the initial public offering price of such
securities and the then current Market Price shall mean the Trading Price for
the Common Stock on the same Trading Day.

          Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):

          (i)   are deemed to be transferred with such shares of Common Stock;

          (ii)  are not exercisable;

          (iii) are also issued in respect of future issuances of Common Stock;
                and

          (iv) shall be deemed not to have been distributed for purposes of this
     paragraph (d) (and no adjustment to the Exercise Amount under this
     paragraph (d) will be required) until the occurrence of the earliest
     Trigger Event. If such right or warrant is subject to subsequent events,
     upon the occurrence of which such right or warrant shall become exercisable
     to purchase different securities, evidences of indebtedness or other assets
     or entitle the holder to purchase a different number or amount of the
     foregoing or to purchase any of the foregoing at a different purchase
     price, then the occurrence of each such event

                                       17

<PAGE>

     shall be deemed to be the date of issuance and record date with respect to
     a new right or warrant (and a termination or expiration of the existing
     right or warrant without exercise by the holder thereof). In addition, in
     the event of any distribution (or deemed distribution) of rights or
     warrants, or any Trigger Event or other event (of the type described in the
     preceding sentence) with respect thereto, that resulted in an adjustment to
     the Exercise Amount under this paragraph (d):

               (x) in the case of any such rights or warrants which shall all
          have been redeemed or repurchased without exercise by any holders
          thereof, the Exercise Amount shall be readjusted upon such final
          redemption or repurchase to give effect to such distribution or
          Trigger Event, as the case may be, as though it were a cash
          distribution, equal to the per share redemption or repurchase price
          received by a holder of Common Stock with respect to such rights or
          warrants assuming such holder had retained such rights or warrants,
          made to all holders of Common Stock as of the date of such redemption
          or repurchase, and

               (y) in the case of such rights or warrants all of which shall
          have expired or been terminated without exercise, the Exercise Amount
          shall be readjusted as if such rights and warrants had never been
          issued.

          For purposes of this paragraph (d) and paragraphs (a), (b) and (c),
any dividend or distribution to which this paragraph (d) is applicable that also
includes shares of Common Stock, a subdivision or combination of Common Stock to
which paragraph (c) applies, or rights or warrants to subscribe for or purchase
shares of Common Stock to which paragraph (c) applies (or any combination
thereof), shall be deemed instead to be:

          (I) a dividend or distribution of the evidences of indebtedness,
     assets, shares of capital stock, rights or warrants other than such shares
     of Common Stock, such subdivision or combination or such rights or warrants
     to which paragraphs (a), (b) and (c) above apply, respectively and any
     Exercise Amount increase required by this paragraph (d) with respect to
     such dividend or distribution shall then be made, immediately followed by,

          (II) a dividend or distribution of such shares of Common Stock, such
     subdivision or combination or such rights or warrants and any further
     Exercise Amount increase required by paragraphs (a), (b) and (c) with
     respect to such dividend or distribution shall then be made, except:

               (A) the Record Date of such dividend or distribution shall be
          substituted as (x) "the date fixed for the determination of
          stockholders entitled to receive such dividend or other distribution,"
          "Record Date fixed for such determinations" and "Record Date" within
          the meaning of paragraph (a) above, (y) "the day upon which such
          subdivision becomes effective" and "the day upon which such
          combination becomes effective" within the meaning of paragraph (b)
          above, and (z) as "the date fixed for the determination of
          stockholders entitled to receive such rights or warrants," "the Record
          Date fixed for the determination of the stockholders entitled to
          receive such rights or warrants" and such "Record Date" within the
          meaning of paragraph (c) above, and

               (B) any shares of Common Stock included in such dividend or
          distribution shall not be deemed "outstanding at the close of business
          on the date fixed for such determination" within the meaning of
          paragraph (a) above and any reduction

                                       18

<PAGE>

          or increase in the number of shares of Common Stock resulting from
          such subdivision or combination shall be disregarded in connection
          with such dividend or distribution.

          (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance to which Section 4.2 hereof applies or
as part of a distribution referred to in paragraph (d) hereof), in an aggregate
amount that, combined together with:

          (i) the aggregate amount of any other such distributions to all
     holders of Common Stock made exclusively in cash within the 12 months
     preceding the date of payment of such distribution, and in respect of which
     no adjustment pursuant to this paragraph (e) has been made, and

          (ii) the aggregate of any cash plus the Fair Market Value (as
     determined by the Board of Directors, whose determination shall be
     conclusive and set forth in a Board Resolution) consideration payable in
     respect of any tender offer by the Company or any of its subsidiaries for
     all or any portion of the Common Stock concluded within the 12 months
     preceding the date of such distribution, and in respect of which no
     adjustment pursuant to paragraph (f) below has been made,

exceeds 10% of the product of (A) the Market Price (determined as provided in
paragraph (g) below) on the Record Date with respect to such distribution times
(B) the number of shares of Common Stock outstanding on such date, then and in
each such case, immediately after the close of business on such date, the
Exercise Amount shall be increased so that the same shall equal the amount
determined by multiplying the Exercise Amount in effect immediately prior to the
close of business on such Record Date by a fraction:

          (i)  the numerator of which shall be equal to the Market Price on such
               Record Date, and

          (ii) the denominator of which shall be equal to the Market Price on
               such Record Date less an amount equal to the quotient of (x) the
               excess of such combined amount over such 10% and (y) the number
               of shares of Common Stock outstanding on such Record Date.

However, in the event that the then Fair Market Value (as so determined) of the
portion of the securities so distributed applicable to one share of Common Stock
is equal to or greater than the Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon exercise of a Warrant the amount of cash such
Holder would have received had such Holder exercised such Warrant immediately
prior to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Exercise Amount shall again be adjusted to be the
Exercise Amount which would then be in effect if such dividend or distribution
had not been declared.

          (f) Tender Offers. In case a tender offer made by the Company or any
of its subsidiaries for all or any portion of the Common Stock shall expire and
such tender offer (as amended upon the expiration thereof) shall require the
payment to stockholders (based on the acceptance (up to any maximum specified in
the terms of the tender offer) of Purchased Shares) of an aggregate
consideration having a Fair Market Value (as determined by the Board of
Directors, whose determination shall be conclusive and set forth in a Board
Resolution) that combined together with:

                                       19

<PAGE>

          (i) the aggregate of the cash plus the Fair Market Value (as
     determined by the Board of Directors, whose determination shall be
     conclusive and set forth in a Board Resolution), as of the expiration of
     such tender offer, of consideration payable in respect of any other tender
     offers, by the Company or any of its subsidiaries for all or any portion of
     the Common Stock expiring within the 12 months preceding the expiration of
     such tender offer and in respect of which no adjustment pursuant to this
     paragraph (f) has been made, and

          (ii) the aggregate amount of any distributions to all holders of
     Common Stock made exclusively in cash within 12 months preceding the
     expiration of such tender offer and in respect of which no adjustment
     pursuant to paragraph (e) has been made,

exceeds 10% of the product of (A) the Market Price (determined as provided in
paragraph (g) below) as of the last time (the "Tender Expiration Time") tenders
could have been made pursuant to such tender offer (as it may be amended) times
(B) the number of shares of Common Stock outstanding (including any tendered
shares) on the Tender Expiration Time, then, and in each such case, immediately
prior to the opening of business on the day after the date of the Tender
Expiration Time, the Exercise Amount shall be adjusted so that the same shall
equal the amount determined by multiplying the Exercise Amount in effect
immediately prior to close of business on the date of the Tender Expiration Time
by a fraction:

          (A) the numerator of which shall be the sum of (x) the Fair Market
     Value (determined as aforesaid) of the aggregate consideration payable to
     stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender offer) of all shares validly tendered and not withdrawn
     as of the Tender Expiration Time (the shares deemed so accepted, up to any
     such maximum, being referred to as the "Purchased Shares") and (y) the
     product of the number of shares of Common Stock outstanding (less any
     Purchased Shares) on the Tender Expiration Time and the Market Price of the
     Common Stock on the Trading Day next succeeding the Tender Expiration Time,
     and

          (B) the denominator shall be the number of shares of Common Stock
     outstanding (including any tendered shares) at the Tender Expiration Time
     multiplied by the Market Price of the Common Stock on the Trading Day next
     succeeding the Tender Expiration Time.

Such increase (if any) shall become effective immediately prior to the opening
of business on the day following the Tender Expiration Time. In the event that
the Company is obligated to purchase shares pursuant to any such tender offer,
but the Company is permanently prevented by applicable law from effecting any
such purchases or all such purchases are rescinded, the Exercise Amount shall
again be adjusted to be the Exercise Amount which would then be in effect if
such tender offer had not been made. If the application of this paragraph (f) to
any tender offer would result in a decrease in the Exercise Amount, no
adjustment shall be made for such tender offer under this paragraph (f).

          (g) Notwithstanding the foregoing, whenever successive adjustments to
the Exercise Amount are called for pursuant to this Section 4.1, such
adjustments shall be made to the Market Price as may be necessary or appropriate
to effectuate the intent of this Section 4.1 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

          (h) The Company may make such reductions in the Exercise Price as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

                                       20

<PAGE>

               To the extent permitted by applicable law, the Company from time
to time may reduce the Exercise Price by any amount for any period of time if
the period is at least 20 days and the reduction is irrevocable during the
period and the Board of Directors determines in good faith that such reduction
would be in the best interests of the Company, which determination shall be
conclusive and set forth in a Board Resolution. Whenever the Exercise Price is
reduced pursuant to the preceding sentence, the Company shall give to the
Warrant Agent and each Holder at the address of such Holder as it appears in the
Warrant Register a written notice of the reduction at least 15 days prior to the
date the reduced Exercise Price takes effect, and such notice shall state the
reduced Exercise Price and the period during which it will be in effect.

          (i) Notwithstanding anything to the contrary in this Section 4.1, no
adjustment in the Exercise Amount shall be required unless such adjustment would
require an increase or decrease of at least 1% in such amount; provided,
however, that any adjustments which by reason of this paragraph (i) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article IV shall be made by
the Company and shall be made to the nearest cent or to the nearest (.) of a
share, as the case may be. No adjustment need be made for a change in the par
value or no par value of the Common Stock.

          (j) In any case in which this Section provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to any Holder of a
Warrant exercised after such Record Date and before the occurrence of such event
the additional shares of Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the Common Stock issuable
upon such exercise before giving effect to such adjustment and (ii) paying to
such Holder any amount in cash in lieu of any fraction pursuant to Section
3.2(b) hereof.

          (k) For purposes of this Section, the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

          (l) If the distribution date for the rights provided in the Company's
rights agreement, if any, occurs prior to the date a Warrant is exercised, the
Holder who exercises such Warrant after the distribution date is not entitled to
receive the rights that would otherwise be attached (but for the date of
exercise) to the shares of Common Stock received upon such exercise; provided,
however, that an adjustment shall be made to the Exercise Amount pursuant to
paragraph (c) above as if the rights were being distributed to all holders of
the Company's outstanding shares of Common Stock immediately prior to such
exercise. If such an adjustment is made and the rights are later redeemed,
invalidated or terminated, then a corresponding reversing adjustment shall be
made to the Exercise Amount, on an equitable basis, to take account of such
event.

          Section 4.2 Merger, Consolidation, Sale, Transfer or Conveyance

          (a) If any of following events occur, namely:

          (i) any reclassification or change of the outstanding shares of Common
     Stock (other than a change in par value, or from par value to no par value,
     or from no par value to par value, or as a result of a subdivision or
     combination),

                                       21

<PAGE>

          (ii) any merger, consolidation, statutory share exchange or
     combination of the Company with another corporation as a result of which
     holders of Common Stock shall be entitled to receive stock, securities or
     other property or assets (including cash) with respect to or in exchange
     for such Common Stock, or

          (iii) any sale or conveyance of the properties and assets of the
     Company as, or substantially as, an entirety to any other corporation as a
     result of which holders of Common Stock shall be entitled to receive stock,
     securities or other property or assets (including cash) with respect to or
     in exchange for such Common Stock,

the Company or the successor or purchasing Person, as the case may be, shall
execute with the Warrant Agent an amendment to this Warrant Agreement providing
that the Warrants shall, upon exercise, entitle the Holder thereof to the kind
and amount of shares of stock and other securities or property or assets
(including cash) which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Warrants been exercised immediately
prior to such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, assuming such holder of Common Stock
did not exercise its rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such merger, consolidation,
statutory share exchange, sale or conveyance; provided, however, that if the
kind or amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, sale or conveyance is not the
same for each share of Common Stock in respect of which such rights of election
shall not have been exercised ("Non-Electing Share"), then for the purposes of
this Section, the kind and amount of securities, cash or other property
receivable upon such merger, consolidation, statutory share exchange, sale or
conveyance for each Non-Electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-Electing Shares. Such
amendment shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article IV. If, in
the case of any such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance, the stock or other securities
and assets receivable thereupon by a holder of shares of Common Stock includes
shares of stock or other securities and assets of a Person other than the
successor or purchasing Person, as the case may be, in such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance, then such amendment shall also be executed by such other Person and
shall contain such additional provisions to protect the interests of the Holders
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing.

          The Company shall cause notice of the execution of such amendment to
be mailed to each Holder, at the address of such Holder as it appears on the
Warrant Register, within 20 days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such amendment.

          The above provisions of this Section shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

          If this Section applies to any event or occurrence, Section 4.1 hereof
shall not apply.

          Section 4.3 Other Events. If any event occurs as to which the
foregoing provisions of this Article IV are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board of
Directors, fairly and adequately protect the rights of the Holders of the
Warrants in accordance with the essential intent and principles of such
provisions, then the Board of

                                       22

<PAGE>

Directors shall make such adjustments in the application of such provisions, in
accordance with such essential intent and principles, as shall be reasonably
necessary, in their good faith opinion, to protect such purchase rights as
aforesaid, but in no event shall any such adjustment have the effect of
decreasing the Exercise Amount of any Warrant.

          Section 4.4 Notice of Adjustment. Whenever the Exercise Amount is
adjusted as herein provided (other than in the case of an adjustment pursuant to
the second paragraph of Section 4.1(h) for which the notice required by such
paragraph has been provided), the Company shall promptly deliver to the Warrant
Agent an Officers' Certificate setting forth the adjusted Exercise Amount and
showing in reasonable detail the facts upon which such adjustment is based.
Promptly after delivery of such Officers' Certificate, the Company shall prepare
a notice stating that the Exercise Amount has been adjusted and setting forth
the adjusted Exercise Amount and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Warrant Register within 20 days of the effective
date of such adjustment. Failure to deliver such notice shall not effect the
legality or validity of any such adjustment.

          Section 4.5 Notice of Certain Transactions. In case at any time after
the date hereof:

          (a) the Company shall declare a dividend or any other distribution on
its Common Stock payable otherwise than in cash out of its capital surplus or
its consolidated retained earnings;

          (b) the Company shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class (or of securities convertible into shares of capital
stock of any class) or of any other rights;

          (c) there shall occur any reclassification of the Common Stock of the
Company other than a subdivision or combination of its outstanding Common Stock,
a change in par value, a change from par value to no par value or a change from
no par value to par value, or any merger, consolidation, statutory share
exchange or combination to which the Company is a party and for which approval
of any shareholders of the Company is required, or the sale, transfer or
conveyance of all or substantially all of the assets of the Company; or

          (d) there shall occur the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then the Company shall cause to be delivered to the corporate trust office of
the Warrant Agent, and shall cause to be provided to the Warrant Agent and all
Holders in accordance with Section 8.2 hereof, at least 20 days (or in any case
specified in paragraph (a) or (b) above, 10 days) prior to the applicable record
or effective date hereinafter specified, a written notice stating:

          (i) the date on which a record is to be taken for the purpose of such
     dividend, distribution, rights or warrants, or, if a record is not to be
     taken, the date as of which the holders of Common Stock of record to be
     entitled to such dividend, distribution, rights or warrants are to be
     determined, or

          (ii) the date on which such reclassification, merger, consolidation,
     statutory share exchange, combination, sale, transfer, conveyance,
     dissolution, liquidation or winding up is expected to become effective, and
     the date as of which it is expected that holders of Common Stock of record
     shall be entitled to exchange their shares of Common Stock for securities,
     cash

                                       23

<PAGE>

     or other property deliverable upon such reclassification, merger,
     consolidation, statutory share exchange, sale, transfer, dissolution,
     liquidation or winding up,

provided, however, that such notice shall not be required to the extent that,
with respect to clause (i) above, the Company shall have given prior notice of
such action to the national securities exchange, if any, which is the principal
trading market for the Company in common stock at the time, in accordance with
the rules of such exchange, and for purposes of this requirement, the National
Market of the Nasdaq Stock Market shall be considered a national securities
exchange; and with respect to clause (ii) above, the Company shall have
distributed generally to the holder of its common stock a proxy or information
statement with respect to such transaction in accordance with the time
requirements under applicable state and federal law, or filed the information
required in the notice under this Section 4.5 in a Form 10-K, Form 10-Q or Form
8-K, or equivalent form, with the Securities and Exchange Commission.

          Neither the failure to give such notice nor any defect therein shall
affect the legality or validity of the proceedings or actions described in
clauses (a) through (d) of this Section.

          Section 4.6 Adjustment to Warrant Certificate. The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Article IV, and Warrant Certificates issued after such adjustment may state the
same Exercise Amount as is stated in the Warrant Certificates initially issued
pursuant to this Warrant Agreement. The Company, however, may at any time in its
sole discretion make any change in the form of Warrant Certificate that it may
deem appropriate to give effect to such adjustments and that does not affect the
substance of the Warrant Certificate, and any Warrant Certificate thereafter
issued or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.

                                    ARTICLE V

                        EXCHANGE AND TRANSFER OF WARRANTS

          Section 5.1 Warrant Register; Exchange and Transfer of Warrants.

          (a) The Warrant Agent shall maintain, at its corporate trust office, a
register (the "Warrant Register") in which, upon the issuance of the Warrants,
and subject to such reasonable regulations as the Warrant Agent may prescribe,
it shall register Warrant Certificates and exchanges and transfers thereof
(including in connection with any change by a Holder from holding a Warrant
pursuant to the Unit Agreement to not holding such Warrant pursuant to the Unit
Agreement). The Warrant Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time.

          (b) The Warrant Certificates shall be issued in registered form only
and shall be transferable only upon surrender thereof for registration of
transfer. When a Warrant Certificate is presented to the Warrant Agent with a
request to register a transfer thereof, the Warrant Agent shall register such
transfer as requested.

          (c) Except as provided in the following sentence, upon surrender at
the corporate trust office of the Warrant Agent, Warrant Certificates may be
exchanged for one or more other Warrant Certificates evidencing the same
aggregate number of Warrants of the same tenor, or may be transferred in whole
or in part. A Warrant Certificate evidencing Warrants that are then held
pursuant to the Unit Agreement may be exchanged or transferred prior to the date
such Warrant is not held

                                       24

<PAGE>

pursuant to the Unit Agreement only pursuant to and in accordance with the Unit
Agreement. A transfer shall be registered upon surrender of a Warrant
Certificate to the Warrant Agent at its corporate trust office for transfer,
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer, all in form satisfactory to the Company and
the Warrant Agent, duly signed by the registered holder or holders thereof or by
the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a
broker or dealer that is a member of the National Association of Securities
Dealers, Inc. (the "NASD") or (c) a member of a national securities exchange.
Upon any such registration of transfer, a new Warrant Certificate shall be
issued to the transferee. Whenever a Warrant Certificate is surrendered for
exchange or transfer, the Company shall execute, and upon request of the Company
and delivery to the Warrant Agent of the same Officers' Certificate and Opinion
of Counsel as required under Section 1.2 of the Unit Agreement, the Warrant
Agent shall authenticate and deliver to the person or persons entitled thereto,
one or more Warrant Certificates, as so requested. The Warrant Agent shall not
be required to effect any exchange or transfer which will result in the issuance
of a Warrant Certificate evidencing a fraction of a Warrant. All Warrant
Certificates issued upon any exchange or transfer of a Warrant Certificate shall
be the valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Warrant Agreement, as the Warrant
Certificate surrendered for such exchange or transfer. No service charge shall
be made for any exchange or transfer of Warrants, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any such exchange or transfer, in accordance
with Section 3.2(f) hereof.

          (d) As noted in Section 2.2, the Global Warrant shall represent such
of the outstanding Warrants as shall be specified in the "Schedule of Increases
or Decreases in Global Certificate" attached thereto or otherwise in accordance
with the Applicable Procedures, initially equal to zero Warrants. At any time
after issuance, the Preferred Security and Warrant components of any Unit may be
transferred separately. In the event of any separation of the components of a
Unit, the Unit Agreement provides (i) 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 deliver the Warrant
component of such Unit to the Warrant Agent with an instruction for it to
authenticate and deliver to, or upon the instruction of, such holder a Warrant
not held pursuant to the Unit Agreement, bearing the separate CUSIP number
assigned to the Warrant (and not the Unit) and (ii) if such Unit is represented
by the Global Unit Certificate, the Unit Agent will make the necessary
adjustment to the "Schedule of Increases or Decreases in Global Certificate"
attached to the Global Unit Certificate or otherwise comply with the Applicable
Procedures to reduce the amount of Units represented thereby and will instruct
the Warrant Agent to effect a corresponding increase in the Warrants represented
by the Global Warrant and bearing a separate CUSIP number. The Warrant Agent
shall make such other necessary adjustments to the Global Warrant consistent
with the terms of this agreement to reflect the appropriate number of Warrants
represented thereby.

          Once not held pursuant to the Unit Agreement, the Preferred Security
and Warrant components of a Unit may at a later time be held pursuant to the
Unit Agreement. In the event a holder of a Preferred Security and a Holder of a
Warrant desire to cause such Preferred Security and Warrant to once again be
held pursuant to the Unit Agreement, (i) if the constituent components are
represented by definitive certificates, the holder shall present along with a
written notice thereof (x) the Preferred Security to the Property Trustee and
(y) 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 Company and the Trust, which under the Unit Agreement
shall cause to be issued and delivered 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

                                       25

<PAGE>

adjustment to their respective global certificates or otherwise comply with the
Applicable 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 Warrant Agent shall make such other
necessary adjustments to the Global Warrant consistent with the terms of this
Agreement to reflect the appropriate number of Warrants represented thereby.

          Section 5.2 Treatment of Holders of Warrant Certificates. At all such
times as any Warrant is held pursuant to the Unit Agreement, the Company, the
Warrant Agent and all other Persons may treat the Holder of the related Unit as
the Holder of the Warrant Certificate evidencing such Warrant for any purpose
and as the Person entitled to exercise the rights relating to such Warrant and
Warrant Certificate, any notice to the contrary notwithstanding. After the date
that a Warrant is no longer held pursuant to the Unit Agreement and prior to due
presentment of the related Warrant Certificate for registration of transfer, the
Company and the Warrant Agent may treat the registered Holder of such Warrant
Certificate as the absolute Holder thereof for any purpose and as the Person
entitled to exercise the rights relating to such Warrant and Warrant
Certificate, any notice to the contrary notwithstanding.

          Section 5.3 Cancellation of Warrant Certificates. In the event that
the Company shall purchase, redeem or otherwise acquire any Warrants after the
issuance thereof pursuant to the terms of this Warrant Agreement, the Warrant
Certificate or Warrant Certificates evidencing such Warrants shall thereupon be
delivered to the Warrant Agent and upon written direction of the Company shall
be canceled by it. The Warrant Agent shall also cancel any Warrant Certificate
delivered to it for exercise, in whole or in part, or for exchange or transfer.
Warrant Certificates so canceled shall be delivered by the Warrant Agent to the
Company from time to time, or disposed of in accordance with the instructions of
the Company; provided, however, that the Warrant Agent shall not be required to
destroy the Warrant Certificates.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

          Section 6.1 Warrant Agent. The Company hereby appoints Wilmington
Trust Company as Warrant Agent, upon the terms and subject to the conditions set
forth herein, and Wilmington Trust Company hereby accepts such appointment. The
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Warrant Certificates and hereby, and such further powers and authority
acceptable to it to act on behalf of the Company as the Company may hereafter
grant to or confer upon it. All of the terms and provisions with respect to such
powers and authority contained in the Warrant Certificates are subject to and
governed by the terms and provisions hereof.

          Section 6.2 Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations set forth herein upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders shall be subject:

          (a) Compensation and Indemnification. The Company agrees to promptly
pay the Warrant Agent in its individual capacity the compensation as agreed to
in writing from time to time by the Company and the Warrant Agent, and to
reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
counsel fees and expenses) incurred by the Warrant Agent in connection with the
services rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify

                                       26

<PAGE>

the Warrant Agent in its individual capacity for, and to defend and hold it
harmless against, any loss, claim, liability or expense (including the
reasonable costs and expenses of defending against any claim of liability) to
the extent incurred without negligence or bad faith on the part of the Warrant
Agent arising out of or in connection with this Warrant Agreement, the Warrant,
or its appointment, status or service as Warrant Agent hereunder.

          (b) Agent for the Company. In acting under this Warrant Agreement and
in connection with any Warrant Certificate, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any Holder.

          (c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel 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 the advice of such counsel.

          (d) Documents. The Warrant Agent shall be fully protected and shall
incur no personal liability for or in respect of any action taken, suffered or
omitted by it in reliance upon any notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by an appropriate Person.

          (e) Officer's Certificate. Whenever in the performance of its duties
hereunder the Warrant Agent shall reasonably deem it necessary that any fact or
matter be proved or established by the Company prior to taking, suffering or
omitting any action hereunder, the Warrant Agent may (unless other evidence in
respect thereof be herein specifically prescribed), in the absence of bad faith
on its part, require and conclusively rely upon a certificate signed by the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President, an Executive Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company delivered by
the Company to the Warrant Agent.

          (f) Actions Through Agents. The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Warrant Agent
shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agent or for any loss resulting from such
neglect or misconduct; provided, however, that reasonable care shall have been
exercised in the selection and continued employment of such attorneys and
agents.

          (g) Certain Transactions. The Warrant Agent, and any officer, director
or employee thereof, may become the owner of, or acquire any interest in, any
Warrant, with the same rights that he, she or it would have if it were not the
Warrant Agent, and, to the extent permitted by applicable law, he, she or it may
engage or be interested in any financial or other transaction with the Company
and may serve on, or as depository, trustee or agent for, any committee or body
of holders of Common Stock or other obligations of the Company as if it were not
the Warrant Agent.

          (h) No Liability For Interest. The Warrant Agent shall not be
personally liable for interest on any monies at any time received by it pursuant
to any of the provisions of this Warrant Agreement or of the Warrant
Certificates, except as otherwise agreed with the Company.

          (i) No Liability For Invalidity. The Warrant Agent shall incur no
personal liability with respect to the validity of this Warrant Agreement except
as to the due execution hereof by the Warrant Agent or the authentication by the
Warrant Agent of any Warrant Certificate.

                                       27

<PAGE>

          (j) No Responsibility For Company Representations. The Warrant Agent
shall not be personally responsible for any of the recitals or representations
contained herein (except as to representations expressly made by the Warrant
Agent) or in any Warrant Certificate (except as to the Warrant Agent's
authentication on such Warrant Certificate), all of which recitals and
representations are made solely by the Company.

          (k) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are specifically required under this Warrant
Agreement to be performed by the Warrant Agent, and no other duties or
obligations shall be implied. The Warrant Agent shall not be under any
obligation to take any action hereunder that may subject it to any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any Warrant
Certificate authenticated by the Warrant Agent and delivered by it to the
Company pursuant to this Warrant Agreement or for the application by the Company
of the proceeds of the issuance or exercise of Warrants. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in any Warrant
Certificate or in case of the receipt of any written demand from a Holder with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 7.2 hereof, to
make any demand upon the Company.

          (l) No Liability for Calculations by Calculation Agent. The Warrant
Agent shall be entitled to conclusively rely upon any determination by the
Calculation Agent under the Calculation Agency Agreement, dated as of (.), (.),
between the Company and Wilmington Trust Company, as calculation agent (the
"Calculation Agent"), of the Accreted Value or Discount relating to the
Preferred Securities and shall not incur any personal liability to the Company
or any Holder relating to inaccuracies in calculating such Accreted Value or
Discount.

          Section 6.3 Resignation and Removal; Appointment of Successor.

          (a) The Company agrees, for the benefit of the Holders of the
Warrants, that there shall at all times be a Warrant Agent hereunder until all
Warrants have expired.

          (b) The Warrant Agent may at any time resign as such by giving written
notice to the Company, specifying the date on which its desired resignation
shall become effective; provided that such date shall not be less than 30 days
after the date on which such notice is given unless the Company agrees to accept
a shorter notice. The Warrant Agent hereunder may be removed at any time by the
filing with it of an instrument in writing signed by or on behalf of the Company
and specifying such removal and the date when it shall become effective.
Notwithstanding the provisions of this paragraph (b), such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a banking institution
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under the laws of such
jurisdiction to exercise corporate trust powers and having at the time of its
appointment as Warrant Agent a combined capital and surplus (as set forth in its
most recent published report of financial condition) of at least $50,000,000)
and the acceptance of such appointment by such successor Warrant Agent. In the
event a successor Warrant Agent has not been appointed and has not accepted its
duties within 30 days of the Warrant Agent's notice of resignation or receipt of
notice of removal, the Warrant Agent at the expense of the Company may apply to
any court of competent jurisdiction for the designation of a successor Warrant
Agent. The obligations of the Company under Section 6.2(a) shall continue to the
extent set forth therein notwithstanding termination of this Agreement or the
resignation or removal of the Warrant Agent.

                                       28

<PAGE>

          (c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall file a petition seeking
relief under Title 11 of the United States Code, as now constituted or hereafter
amended or under any other applicable federal or state bankruptcy law or similar
law, or make an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or all or any substantial part
of its property shall be appointed, or if an order of any court shall be entered
for relief against it under the provisions of Title 11 of the United States
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy or similar law, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder.

          (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive all moneys,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.

          (e) Any Person into which the Warrant Agent hereunder may be merged or
converted or consolidated, or any Person resulting from any merger, conversion
or consolidation to which the Warrant Agent shall be a party, or any Person to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all of the assets and business of the Warrant Agent, provided, however, that
such Person shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Warrant Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.

          Section 6.4 Compliance With Applicable Laws. The Warrant Agent agrees
to comply with the provisions of United States federal income tax laws imposing
obligations on it regarding information reporting and backup withholding.

          Section 6.5 Office. The Company will maintain an office or agency
where Warrant Certificates may be presented for exchange, transfer or exercise.
The office initially designated for this purpose shall be the corporate trust
office of the Warrant Agent at its address set forth in Section 8.2.

                                   ARTICLE VII

                                    COVENANTS

          Section 7.1 Financial Statements and Reports of the Company. The
Company agrees (a) to provide to each Holder, without cost to such Holder,
copies of the annual and quarterly reports and documents that the Company files
with the Commission (to the extent such filings are accepted by the Commission
and whether or not the Company has a class of securities registered under

                                       29

<PAGE>

the Exchange Act) or that the Company would be required to file were it subject
to Section 13 or 15 of the Exchange Act, within 15 days after the date of such
filing or the date on which the Company would be required to file such reports
or documents, and all such annual or quarterly reports shall include the
geographic segment financial information as has heretofore been disclosed by the
Company in its public filings with the Commission, and (b) if filing such
reports and documents is not accepted by the Commission or is prohibited under
the Exchange Act, to supply at the Company's expense copies of such reports and
documents to any prospective Holder promptly upon request.

          Delivery of any such reports, information and documents to the Warrant
Agent shall be for informational purposes only and the Warrant Agent's receipt
of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Warrant Agent is entitled to rely exclusively on Officers' Certificates).

          Section 7.2 Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
any Holder pursuant to the provisions of the Warrant Certificates, the Warrant
Agent shall promptly forward such notice or demand to the Company.

          Section 7.3 Governmental Approvals. The Company shall from time to
time use all reasonable efforts to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and the
trading market, if any, on which the Warrants may be listed or authorized for
trading from time to time and will make all filings under the federal and state
securities laws (including without limitation the Securities Act), as may be or
become requisite in connection with the issuance, sale, trading, transfer or
delivery of the Warrants and Warrant Certificates, the exercise of the Warrants
and the issuance, sale and delivery of the Common Stock issued upon the exercise
of the Warrants.

          Section 7.4 Satisfaction of Exercise Conditions. Subject to Section
3.3(e), the Company shall at all times exercise its best efforts to satisfy or
cause to be satisfied the Exercise Conditions. In connection therewith, the
Company shall exercise its best efforts to (a) prior to the exercise of any
Warrant (whether in connection with a Redemption or otherwise), furnish the
Warrant Agent with sufficient copies of a then-current prospectus relating to
the Common Stock deliverable upon exercise of any outstanding Warrants (and the
Warrant Agent, upon receipt thereof, if any, shall deliver, at the expense of
the Company, the same to exercising Holders), (b) cause the related registration
statement to be effective until the expiration of all Warrants, and (c)
otherwise cause to be satisfied the Exercise Conditions.

          Section 7.5 Reservation of Shares. The Company shall at all times keep
reserved out of its authorized shares of Common Stock a number of shares of
Common Stock sufficient to provide for the exercise of all outstanding Warrants.
The registrar for the Common Stock shall at all times, until the Warrants have
expired, reserve such number of authorized shares as shall be required for such
purpose. All Common Stock issued upon exercise of Warrants shall, and the
Company covenants that it will, upon issuance, be fully paid, nonassessable,
free of preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issue thereof.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          Section 8.1 Supplements and Amendments.

                                       30

<PAGE>

          (a) The Company and Warrant Agent may from time to time supplement or
amend this Warrant Agreement without the approval or consent of any Holder in
order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein that may be defective or inconsistent with any other provisions
herein, or (iii) to make any other provision in regard to matters or questions
arising hereunder that the Company and the Warrant Agent may deem necessary or
desirable and that shall not adversely affect the interests of the Holders.
Every Holder of Warrants, whether issued before or after any such supplement or
amendment, shall be bound thereby. Promptly after the effectiveness of any
supplement or amendment that affects the interest of the Holders, the Company
shall give notice thereof, as provided in Section 8.2 hereof, to the Holders
affected thereby, setting forth in general terms the substance of such
supplement or amendment.

          (b) The Company and the Warrant Agent may modify or amend this Warrant
Agreement and the Warrant Certificates with the consent of the Holders of not
fewer than a majority in number of the then-outstanding unexercised Warrants,
for any purpose; provided, however, that no such modification or amendment that
(i) changes the Exercise Price of the Warrants other than in accordance with
Section 4.1(h), (ii) reduces the Exercise Amount other than in accordance with
Article IV, (iii) accelerates the Expiration Date of the Warrants, or (iv)
reduces the percentage of outstanding unexercised Warrants the consent of the
Holders of which is required hereunder for modification or amendment of this
Warrant Agreement or the Warrants, may be made without the consent of each
Holder.

          (c) In connection with any amendment or supplement to this Warrant
Agreement, the Warrant Agent shall receive, at the expense of the Company, and
be fully protected in relying upon, (i) an Officers' Certificate from the
Company that such amendment or supplement is permitted by, and conforms to, the
terms of this Warrant Agreement, and (ii) an Opinion of Counsel (which may be
counsel to the Company) that such amendment or supplement is permitted by, and
conforms to, the terms of this Warrant Agreement and the Warrants and that all
conditions, precedent, if any, in this Warrant Agreement to the execution and
delivery of such amendment or supplement have been satisfied.

          Section 8.2 Addresses for Notices. Any communications from the Company
to the Warrant Agent with respect to this Warrant Agreement shall be addressed
to Wilmington Trust Company, 1100 North Market Street, Rodney Square North,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to New York Community Bancorp, Inc., 615 Merrick
Avenue, Westbury, New York 11590, Attention: Chief Executive Officer (with a
copy to the Secretary); or such other addresses as shall be specified in writing
by the Warrant Agent or by the Company, as the case may be.

          Any notice or communication mailed to a Holder shall be mailed to the
Holder at the Holder's address as it appears on the Warrant Register and shall
be sufficiently given if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

          Section 8.3 Governing Law. This Warrant Agreement and the Warrant
Certificates shall be governed by the laws of the State of New York.

                                       31

<PAGE>

          Section 8.4 Persons Having Rights Under Warrant Agreement. Nothing in
this Warrant Agreement, express or implied, and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any Person or corporation other than the Company, the Warrant
Agent and the Holders any right, remedy or claim under or by reason of this
Warrant Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Warrant Agreement contained shall be for the sole and
exclusive benefit of the Company and the Warrant Agent and their respective
successors and of the Holders.

          Section 8.5 Headings. The descriptive headings of the several Articles
and Sections and the Table of Contents of this Warrant Agreement are for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

          Section 8.6 Counterparts. This Warrant Agreement may be executed by
the parties hereto in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original; but all such counterparts shall
together constitute but one and the same instrument.

          Section 8.7 Inspection of Agreement. A copy of this Warrant Agreement
shall be available at all reasonable times, upon written request and reasonable
advance notice to the Warrant Agent, at the principal corporate trust office of
the Warrant Agent, for inspection by the Holders of Warrants.

                                       32

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Warrant
Agreement to be duly executed as of the day and year first above written.

                                        New York Community Bancorp, Inc.

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


                                           Wilmington Trust Company,  as Warrant
                                           Agent


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

                                             SIGNATURE PAGE TO WARRANT AGREEMENT

<PAGE>

                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

[To be inserted in Global Warrants only:

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN
ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF A WARRANT TO PURCHASE (.) SHARES
(SUBJECT TO ANTI-DILUTION ADJUSTMENTS) OF COMMON STOCK OF NEW YORK COMMUNITY
BANCORP, INC. (THE "COMPANY") AT THE EXERCISE PRICE SET FORTH IN THE
BELOW-REFERENCED WARRANT AGREEMENT AND A PREFERRED SECURITY OF NEW YORK
COMMUNITY CAPITAL TRUST (.) (THE "TRUST"). THE WARRANTS AND THE PREFERRED
SECURITIES MAY BE SEPARATED AND TRANSFERRED SEPARATELY, AND RE-ATTACHED, IN
ACCORDANCE WITH THE PROVISIONS OF THE UNIT AGREEMENT, DATED AS OF (.), (.),
AMONG THE COMPANY, THE TRUST AND WILMINGTON TRUST COMPANY, AS UNIT AGENT,
WARRANT AGENT AND PROPERTY TRUSTEE (THE "UNIT AGREEMENT").

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE WARRANT
AGREEMENT REFERRED TO HEREIN 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 WARRANT 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 TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY, ANOTHER
NOMINEE OF THE DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OR SUCH NOMINEE) MAY
BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. TRANSFERS OF THIS GLOBAL
CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY, ANOTHER NOMINEE OF THE DEPOSITARY
OR A SUCCESSOR OF SUCH DEPOSITARY OR SUCH A NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS NOMINEE (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS NOMINEE), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                       A-1

<PAGE>

Certificate No.: [ ]  CUSIP No: (.)
Number of Warrants set forth on Schedule A hereto

                        WARRANTS TO PURCHASE COMMON STOCK
                       OF NEW YORK COMMUNITY BANCORP, INC.

     THIS CERTIFIES THAT         , or its registered assigns, is the registered
                         --------
holder of the number of Warrants set forth above (the "Warrants"). Each Warrant
entitles the holder thereof (the "Holder"), at its option and subject to the
provisions contained herein and in the Warrant Agreement referred to below, to
purchase from New York Community Bancorp, Inc., a Delaware corporation (the
"Company"), (.) shares (subject to certain adjustments as set forth in the
Warrant Agreement) of common stock of the Company (the "Common Stock") at the
Exercise Price. This Warrant Certificate shall terminate and become void, and
the related Warrants shall expire, as of 5:00 p.m., New York time, on the
earlier of (i) (.), (.), subject to certain exceptions or (ii) the date the
Warrants are redeemed by the Company pursuant to the terms of the Warrant
Agreement, as described below (the "Expiration Date"), or upon the earlier
exercise hereof as to all the shares of Common Stock subject hereto. The number
of shares issuable upon exercise of the Warrants shall be subject to adjustment
from time to time as set forth in the Warrant Agreement.

          This Warrant Certificate is issued under and in accordance with a
Warrant Agreement dated as of (.), (.) (the "Warrant Agreement"), between the
Company and Wilmington Trust Company, as warrant agent (the "Warrant Agent,"
which term includes any successor Warrant Agent under the Warrant Agreement) and
is subject to the terms and provisions contained in the Warrant Agreement, to
all of which terms and provisions the Holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full statement of the respective rights, limitations of
rights, duties and obligations of the Company, the Warrant Agent and the Holders
of the Warrants. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant
Agreement may be obtained for inspection by the Holder hereof upon written
request and reasonable advance notice to the Warrant Agent at its address for
notices specified in the Warrant Agreement.

          Subject to redemption as described below, the Holder of this Warrant
Certificate shall have the right, prior to the Expiration Date, at such Holder's
option, to exercise the related Warrant and purchase the Exercise Amount
(subject to certain adjustments set forth in the Warrant Agreement) of Common
Stock at the Exercise Price; provided that the Exercise Conditions are met as of
such date. If the Warrant evidenced by this Warrant Certificate is not exercised
at or before 5:00 p.m., New York time, on its Expiration Date, such Warrant
shall become void, and all rights of the Holder of this Warrant Certificate
hereunder and under the Warrant Agreement shall cease. The Warrant or Warrants
evidenced by this Warrant Certificate may be exercised by giving written notice
to the Warrant Agent no later than 5:00 p.m., New York time, on the Business Day
preceding the proposed date of exercise of such Warrants and completing the form
of election to purchase set forth on the reverse hereof, and delivering the
same, together with this Warrant Certificate (if this Warrant Certificate shall
then be held in definitive form), to the Warrant Agent no later than 5:00 p.m.,
New York time, on the date of such exercise, together with a Cash Payment
(unless, in accordance with the Warrant Agreement, a Remarketing Payment is to
be made). In no event may a Holder satisfy its obligation to pay the Exercise
Price by tendering Preferred Securities.

                                       A-2

<PAGE>

          On the date of exercise of the Warrant or Warrants evidenced by this
Warrant Certificate, the Company shall issue, and the Warrant Agent shall
deliver, to or upon the order of the Holder hereof, the Exercise Amount of
Common Stock to which such Holder is entitled, registered in such name or names
as may be directed by such Holder. The date on which this Warrant Certificate
and payment are received by the Warrant Agent as aforesaid shall be deemed to be
the date on which the related Warrant is exercised and the related Common Stock
is issued.

          Notwithstanding anything to the contrary in this Warrant Certificate
or in the Warrant Agreement, (i) no fractional shares of Common Stock shall be
issued by the Company upon the exercise of any Warrant, (ii) if more than one
Warrant shall be exercised at the same time by the same Holder, the number of
shares of Common Stock issuable in connection with such exercise shall be
computed on the basis of the aggregate Exercise Amount of the Warrants so
exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the
Company shall pay such Holder an amount in cash equal to the then-current Market
Price multiplied by the related fraction of Common Stock for such fractional
shares, computed to the nearest whole cent.

          If fewer than all of the Warrants evidenced by this Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall countersign and deliver, a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

          The "Exercise Conditions" require that, with respect to any Warrant on
any date on which such Warrant is or is proposed to be exercised by the Holder
thereof, (i) a registration statement covering the issuance and sale of Common
Stock to 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, (ii) 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 and (iii) a then-current prospectus
shall be available for delivery to exercising holders of the Warrants.

          As provided in the Warrant Agreement, the number of shares of Common
Stock issuable upon the exercise of the Warrants is subject to an anti-dilution
adjustment upon the happening of certain events. The Warrant Agreement also
provides for certain adjustments and/or distributions in the event of certain
events relating to a merger or combination of the Company, and similar events.

          Subject to satisfaction of the Exercise Conditions and certain other
conditions, the Company may elect to cause a remarketing of the Preferred
Securities and a contemporaneous redemption of the Warrants on the Redemption
Date, for cash, in an amount equal to the Warrant Value, in accordance with the
Warrant Agreement and related agreements.

          A Holder may elect to exercise a Warrant in lieu of Redemption, if (A)
such Warrant is held pursuant to the Unit Agreement by notice given to the
Warrant Agent and the Unit Agent as provided in the Unit Agreement; or (B) such
Warrant is not held pursuant to the Unit Agreement, by notice given to the
Warrant Agent, in each case prior to 5:00 p.m., New York time, on the Business
Day prior to the related Redemption Date. In the absence of an election to
exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have
elected to have its Warrants redeemed on the Redemption Date.

          If a Holder elects or is deemed to have elected to exercise a Warrant
pursuant to the preceding paragraph, then such Holder must tender the Exercise
Price for such Warrant as a Cash Payment, and must follow certain procedures set
forth in the Warrant Agreement; provided, however, that if (i) such Warrant is,
on the Remarketing Date, held pursuant to the Unit Agreement, (ii) such

                                       A-3

<PAGE>

Holder has not opted out of participating in the Remarketing, and (iii) a
Successful Remarketing shall have occurred, then the Exercise Price of such
Warrant will be deemed to have been paid by a Remarketing Payment, and the
Remarketing Agent will, in connection with such Remarketing Payment, apply the
proceeds of the Remarketing of the related Preferred Security in accordance with
the terms of the Remarketing Agreement and the Unit Agreement.

          Any Warrant so redeemed or exercised will, upon such redemption or
exercise, cease to be outstanding.

          If a Redemption cannot occur because of an inability, following the
Company's best efforts, to satisfy the Redemption Conditions, the Company will
promptly notify the Warrant Agent and each Holder (at its address specified in
the Warrant Register) thereof. Such event will not constitute a default under
the Warrant Agreement so long as the Company is not otherwise in violation
thereof; and the Company may, under such circumstances, subsequently seek to
remarket the Preferred Securities and contemporaneously redeem the Warrants.

          The Company will, contemporaneously with the giving of notice of
Remarketing pursuant to the Declaration, furnish notice of Redemption to the
Warrant Agent, which will, within two (2) Business Days after receipt thereof,
furnish notice of such Redemption to Holders of Definitive Warrants, and the
Company will request, not later than three nor more than 18 business days prior
to the Remarketing Date, that the Depositary notify its participants holding
Warrants of the Remarketing.

          The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with the transfer or
exchange of the Warrant Certificates pursuant to the Warrant Agreement, but not
for any exchange or original issuance (not involving a transfer) with respect to
temporary Warrant Certificates, the exercise of the Warrants or the issuance of
the Common Stock.

          This Warrant Certificate may be exchanged at the office of the Warrant
Agent by presenting this Warrant Certificate properly endorsed with a request to
exchange this Warrant Certificate for other Warrant Certificates evidencing an
equal number of Warrants, in accordance with the Warrant Agreement.

          All shares of Common Stock issuable by the Company upon the exercise
of the Warrants shall, upon such issue, be duly and validly issued and fully
paid and non-assessable.

          The holder in whose name this Warrant Certificate is registered may be
deemed and treated by the Company and the Warrant Agent as the absolute owner of
this Warrant Certificate for all purposes whatsoever and neither the Company nor
the Warrant Agent shall be affected by notice to the contrary.

          Neither this Warrant Certificate, nor the Warrant evidenced hereby,
entitles the Holder hereof to any of the rights of a shareholder of the Company.

                                       A-4

<PAGE>

          This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.

          The internal laws of the State of New York shall govern and be used to
construe this Warrant without giving effect to applicable principals of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                                        NEW YORK COMMUNITY BANCORP, INC.


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

DATED:

                          Certificate of Authentication

This Warrant Certificate is one of the Warrant Certificates issued pursuant to
the Warrant Agreement described herein.


WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely
as Warrant Agent


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


                                       A-5

<PAGE>

                        [REVERSE OF WARRANT CERTIFICATE]

                    FORM OF ELECTION TO PURCHASE COMMON STOCK

                 (to be executed only upon exercise of Warrants)

                        NEW YORK COMMUNITY BANCORP, INC.

          The undersigned hereby irrevocably elects to exercise ________
Warrants at an Exercise Price of $    per Warrant to acquire the Exercise Amount
                                  ---
(as determined pursuant to the Warrant Agreement) per Warrant of Common Stock of
New York Community Bancorp, Inc. on the terms and conditions specified within
this Warrant Certificate and the Warrant Agreement therein referred to,
surrenders this Warrant Certificate and all right, title and interest therein
and directs that the shares of Common Stock deliverable upon such exercise be
registered or placed in the name and at the address specified below and
delivered thereto.

          The signature below must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without alteration
or enlargement or any change whatsoever, and must be guaranteed.

Dated:

                                        ----------------------------------------
                                        Signature of Holder

                                        ----------------------------------------
                                        Street Address

                                        ----------------------------------------
                                        (City) (State)             (Zip Code)

                                        Signature Guaranteed by:


                                        -----------------------------
                                        (Signature must be guaranteed by an
                                        eligible guarantor institution (banks,
                                        stock brokers, savings and loan
                                        associations and credit unions) with
                                        membership in an approved guarantee
                                        medallion program pursuant to Securities
                                        Exchange Commission Rule 17Ad-5)


     Common Stock to be issued to:

     Please insert social security or identifying number:
                                                          ----------------------
     Name:
           ---------------------------------------------------------------------

     Street Address:
                     -----------------------------------------------------------

     City, State and Zip Code:
                               -------------------------------------------------

     Any unexercised Warrants represented by the Warrant Certificate to be
     issued to:

     Please insert social security or identifying number:
                                                          ----------------------

                                       A-6

<PAGE>

     Name:
           ---------------------------------------------------------------------

     Street Address:
                     -----------------------------------------------------------

     City, State and Zip Code:
                               -------------------------------------------------

                                       A-7

<PAGE>

                     [To Be Attached To Global Certificates]

                                                                      SCHEDULE A

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

          This Global Certificate shall represent             Warrants unless
                                                  -----------
          otherwise indicated below.

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

<TABLE>
<CAPTION>
                                                                 Number of Warrants
                                       Amount of increase in      evidenced by the
       Amount of decrease in Number      Number of Warrants      Global Certificate       Signature of
       of Warrants evidenced by the   evidenced by the Global      following such      authorized officer
Date        Global Certificate              Certificate         decrease or increase        of Agent
----   ----------------------------   -----------------------   --------------------   ------------------
<S>    <C>                            <C>                       <C>                    <C>
</TABLE>

                                       B-1