<PAGE>

                                                                    EXHIBIT 4.22

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                          COUNTRYWIDE HOME LOANS, INC.

                                    as Issuer

                                       and

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

                                  as Guarantor

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


                          FIRST SUPPLEMENTAL INDENTURE
                              Dated as of ___, 2001


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


                              THE BANK OF NEW YORK

                                   as Trustee




================================================================================


<PAGE>

                                Table of Contents


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                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1       Definition of Terms......................................................2

                                   ARTICLE II

                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1       Designation and Principal Amount.........................................3
SECTION 2.2       Maturity.................................................................4
SECTION 2.3       Form and Payment.........................................................4
SECTION 2.4       Global Debenture.........................................................4
SECTION 2.5       Interest.................................................................5
SECTION 2.6       Denomination.............................................................6

                                   ARTICLE III

                          REDEMPTION OF THE DEBENTURES

SECTION 3.1       Optional Redemption......................................................6
SECTION 3.2       Redemption Procedures....................................................6
SECTION 3.3       No Sinking Fund..........................................................7

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1       Extension of Interest Payment Period.....................................7
SECTION 4.2       Notice of Extension......................................................7
SECTION 4.3       Limitation of Transactions...............................................8

                                    ARTICLE V

                                    EXPENSES

SECTION 5.1       Payment of Expenses......................................................9
SECTION 5.2       Payment Upon Resignation or Removal.....................................10
SECTION 5.3       Guarantee of Payment of Expenses........................................10

                                   ARTICLE VI

                          COVENANT TO LIST ON EXCHANGE

SECTION 6.1       Listing on an Exchange..................................................10
</TABLE>



                                       i
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<TABLE>
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                                   ARTICLE VII

                                FORM OF DEBENTURE

SECTION 7.1       Form of Debenture.......................................................10

                                  ARTICLE VIII

                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1       Original Issue of Debentures............................................10

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1       Ratification of Indenture...............................................11
SECTION 9.2       Trustee Not Responsible for Recitals....................................11
SECTION 9.3       Governing Law...........................................................11
SECTION 9.4       Separability............................................................11
SECTION 9.5       Counterparts............................................................11
</TABLE>



                                       ii
<PAGE>

        FIRST SUPPLEMENTAL INDENTURE, dated as of _____________, 2001 (the
"First Supplemental Indenture"), among Countrywide Home Loans, Inc., a New York
corporation (hereinafter sometimes called the "Company"), Countrywide Credit
Industries, Inc., a Delaware corporation (hereinafter sometimes called the
"Guarantor"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee") under the Indenture dated
as of _____________, 2001 among the Company, the Guarantor and the Trustee (the
"Indenture").

        WHEREAS, the Company and the Guarantor executed and delivered the
Indenture to the Trustee to provide for the future issuance of the Company's
unsecured junior subordinated debt securities guaranteed by the Guarantor to be
issued from time to time in one or more series as might be determined by the
Company and the Guarantor under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

        WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of such securities to be known as
its -% Junior Subordinated Deferrable Interest Debentures due - (the
"Debentures"), and the Guarantor desires to provide for the issuance of a
Guarantee of such Debentures (the "Debenture Guarantee"), the form and substance
of such Debentures and Debenture Guarantee and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this First
Supplemental Indenture;

        WHEREAS, the Company, the Guarantor and Countrywide Trust -, a Delaware
statutory business trust (the "Trust"), propose to offer to the public up to $-
aggregate liquidation amount of its -% [-] Securities (the "Preferred
Securities"), representing preferred undivided beneficial interests in the
assets of the Trust, and proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the
Guarantor of up to $- aggregate liquidation amount of its -% Common Securities
(the "Common Securities"), in up to $- aggregate principal amount of the
Debentures; and

        WHEREAS, the Company and the Guarantor has requested that the Trustee
execute and deliver this First Supplemental Indenture and all requirements
necessary to make this First Supplemental Indenture a valid instrument in
accordance with its terms, and to make the Debentures, when executed by the
Company, and authenticated and delivered by the Trustee, the valid obligations
of the Company, and to make the Debenture Guarantee endorsed thereon, when
executed by the Guarantor, a valid obligation of the Guarantor, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

        NOW THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company and the Guarantor covenant
and agree with the Trustee as follows:


<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

        SECTION 1.1 Definition of Terms.

        Unless the context otherwise requires:

        (a) a term defined in the Indenture has the same meaning when used in
this First Supplemental Indenture;

        (b) a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;

        (c) the singular includes the plural and vice versa;

        (d) a reference to a Section or Article is to a Section or Article of
this First Supplemental Indenture;

        (e) headings are for convenience of reference only and do not affect
interpretation;

        (f) the following terms have the meanings given to them in the
Declaration: (i) Delaware Trustee; (ii) Distributions; (iii) Institutional
Trustee; (iv) Preferred Securities Guarantee; (v) Preferred Security
Certificate; (vi) Regular Trustee; and (vii) Underwriting Agreement;

        (g) the following terms have the meanings given to them in this Section
1.1(g):

        "Additional Interest" shall have the meaning set forth in Section
2.5(c).

        "Compound Interest" shall have the meaning set forth in Section 4.1.

        "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

        "Creditor" shall have the meaning set forth in Section 5.1.

        "Declaration" means the Amended and Restated Declaration of Trust of
Countrywide Trust -, a Delaware statutory business trust, dated as of -, 2001.

        "Deferred Interest" shall have the meaning set forth in Section 4.1.

        "Dissolution Event" means the dissolution of the Trust and distribution
of the Debentures held by the Institutional Trustee pro rata to the holders of
the Trust Securities in accordance with the Declaration, such event to occur at
the option of the Company and the Guarantor at any time.

        "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

        "Global Debenture" shall have the meaning set forth in Section 2.4(a).



                                       2
<PAGE>

        "Holder" means any person in whose name at the time a Debenture is
registered on the Security Register.

        "Interest Payment Date" shall have the meaning set forth in Section
2.5(a).

        "Investment Company Event" means that the Company shall have received an
opinion of independent legal counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
courts, governmental agency or regulatory authority on or after the date of
original issuance of the preferred securities by the Trust, the Trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended.

        "Non Book-Entry Preferred Securities" shall have the meaning set forth
in Section 2.4(a).

        "Prepayment Price" shall have the meaning set forth in Section 3.1.

        "Special Event" means a Tax Event or Investment Company Event, as the
case may be.

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

                                   ARTICLE II

                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

        SECTION 2.1 Designation and Principal Amount.

        There is hereby authorized (a) a series of Securities designated as the
"-% Junior Subordinated Deferrable Interest Debentures due -", in aggregate
principal amount of up to $- which amount shall be as set forth in any written
order of the Company for the authentication and delivery of Debentures pursuant
to Section 2.04 of the Indenture and (b) a Guarantee of such Debentures.



                                       3
<PAGE>

        SECTION 2.2 Maturity.

        The Debentures shall mature on -, 20-.

        SECTION 2.3 Form and Payment.

        Except as provided in Section 2.4, the Debentures shall be issued in
fully registered certificated form without interest coupons. Principal and
interest on the Debentures issued in certificated form will be payable, the
transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the Trustee in New York, New York; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
Holder entitled thereto at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder,
entitled thereto. Notwithstanding the foregoing, so long as the Holder of any
Debentures is the Institutional Trustee, the payment of the principal of and
interest (including Compound Interest and Additional Interest, if any) on such
Debentures held by the Institutional Trustee will be made at such place and to
such account as may be designated by the Institutional Trustee.

        SECTION 2.4 Global Debenture.

        (a) In connection with a Dissolution Event,

                (i) the Debentures in certificated form may be presented to the
        Trustee by the Institutional Trustee in exchange for a global Debenture
        in an aggregate principal amount equal to the aggregate principal amount
        of all outstanding Debentures (a "Global Debenture"), to be registered
        in the name of the Depositary, or its nominee, and delivered by the
        Trustee to the Depositary for crediting to the accounts of its
        participants pursuant to the instructions of the Regular Trustees. The
        Company upon any such presentation shall execute a Global Debenture in
        such aggregate principal amount and deliver the same to the Trustee for
        authentication and delivery in accordance with the Indenture and this
        First Supplemental Indenture. Payments on the Debentures issued as a
        Global Debenture will be made to the Depositary; and

                (ii) if any Preferred Securities are held in non book-entry
        certificated form, the Debentures in certificated form may be presented
        to the Trustee by the Institutional Trustee and any Preferred Security
        Certificate which represents Preferred Securities other than Preferred
        Securities held by the Depositary or its nominee ("Non Book-Entry
        Preferred Securities") will be deemed to represent beneficial interests
        in Debentures presented to the Trustee by the Institutional Trustee
        having an aggregate principal amount equal to the aggregate liquidation
        amount of the Non Book-Entry Preferred Securities until such Preferred
        Security Certificates are presented to the Security registrar for
        transfer or reissuance, at which time such Preferred Security
        Certificates will be canceled and a Debenture, registered in the name of
        the holder of the Preferred Security Certificate or the transferee of
        the holder of such Preferred Security Certificate, as the case may be,
        with an aggregate principal amount equal to the aggregate liquidation
        amount of the Preferred Security Certificate canceled, will be executed
        by the Company and delivered



                                       4
<PAGE>

        to the Trustee for authentication and delivery in accordance with the
        Indenture and this First Supplemental Indenture. On issue of such
        Debentures, Debentures with an equivalent aggregate principal amount
        that were presented by the Institutional Trustee to the Trustee will be
        deemed to have been canceled.

        (b) A Global Debenture may be transferred, in whole but not in part,
only by the Depositary to another nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

        (c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, the Company shall execute, and, subject
to Article II of the Indenture, the Trustee, upon written notice from the
Company, shall authenticate and deliver the Debentures in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture in exchange for
such Global Debenture. In addition, the Company may at any time determine that
the Debentures shall no longer be represented by a Global Debenture. In such
event the Company shall execute, and, subject to Section 2.07 of the Indenture,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, shall authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. Upon the exchange of the Global
Debenture for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be canceled by the Trustee.
Such Debentures in definitive registered form issued in exchange for the Global
Debenture shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Depositary for delivery to the Persons in whose names
such Securities are so registered.

        SECTION 2.5 Interest.

        (a) Each Debenture will bear interest at the rate of -% per annum (the
"Coupon Rate") from -, 2001 until the principal thereof becomes due and payable,
and on any overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on any overdue installment of interest at the
Coupon Rate, compounded quarterly, payable quarterly in arrears on - ,- ,- , and
- of each year (each, an "Interest Payment Date"), commencing on -, 2001, to the
Person in whose name such Debenture or any predecessor Debenture is registered
at the close of business on the relevant record date, which will be, as long as
the Preferred Securities remain in book-entry form (or if no Preferred
Securities remain outstanding, as long as the Debentures remain in book entry
form), one Business Day prior to the relevant Interest Payment Date and, in the
event the Preferred Securities are not in book-entry form (or if no Preferred
Securities remain outstanding, in the event the Debentures are not in book entry
form),



                                       5
<PAGE>

the - ,- ,- , and - next preceding each Interest Payment Date, except as
otherwise provided pursuant to the provisions of Article IV hereof.

        (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed, will be computed on the
basis of the actual number of days elapsed per calendar month (but not to exceed
30 days in any month). In the event that any date on which interest is payable
on the Debentures is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date that such interest otherwise would
have been payable.

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

        SECTION 2.6 Denomination.

        The Debentures shall be issued in denominations of $1,000 and integral
multiples thereof.

                                   ARTICLE III

                          REDEMPTION OF THE DEBENTURES

        SECTION 3.1 Optional Redemption.

        The Debentures are prepayable prior to the Stated Maturity at the option
of the Company (i) in whole or in part, from time to time, on or after -, 20- or
(ii) at any time prior to -, 20-, in whole but not in part, upon the occurrence
and continuation of a Special Event, in either case at a prepayment price (the
"Prepayment Price") equal to 100% of the principal amount thereof, plus accrued
and unpaid interest thereon (including Additional Interest and Compound
Interest, if any) to the date of prepayment.

        SECTION 3.2 Redemption Procedures.

        Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Debentures to be
prepaid at its registered address. Unless the Company defaults in payment of the
prepayment price, on and after the redemption date interest shall cease to
accrue on such Debentures called for redemption. If the Debentures



                                       6
<PAGE>

are only partially redeemed pursuant to Section 3.1, the Debentures will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided, that if at the time of redemption the Debentures are registered as a
Global Debenture, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Debentures held by each Depositary
participant to be redeemed. The Prepayment Price shall be paid prior to 12:00
noon, New York time, on the date of such prepayment or at such earlier time as
the Company determines; provided that the Company shall deposit with the Trustee
an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York time,
on the date such prepayment price is to be paid.

        SECTION 3.3 No Sinking Fund.

        The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

        SECTION 4.1 Extension of Interest Payment Period.

        So long as the Company shall not be in default in the payment of
interest on the Debentures, the Company shall have the right, at any time and
from time to time during the term of the Debentures, to defer payments of
interest by extending the interest payment period of such Debentures for a
period not exceeding 20 consecutive quarters (the "Extended Interest Payment
Period"), during which Extended Interest Payment Period no interest shall be due
and payable; provided that no Extended Interest Payment Period may extend beyond
the Stated Maturity. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, will bear interest thereon at the
Coupon Rate compounded quarterly for each quarter of the Extended Interest
Payment Period ("Compound Interest"). At the end of the Extended Interest
Payment Period, the Company shall pay all interest accrued and unpaid on the
Debentures, including any Additional Interest and Compound Interest (together,
"Deferred Interest") that shall be payable to the Holders in whose names the
Debentures are registered in the Security Register on the record date for the
first Interest Payment Date after the end of the Extended Interest Payment
Period. Before the termination of any Extended Interest Payment Period, the
Company may further extend such period, provided that such period together with
all such further extensions thereof shall not exceed 20 consecutive quarters, or
extend beyond the Stated Maturity of the Debentures. Upon the termination of any
Extended Interest Payment Period and upon the payment of all Deferred Interest
then due, the Company may commence a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extended Interest Payment Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extended Interest Payment Period.

        SECTION 4.2 Notice of Extension.

        (a) If the Institutional Trustee is the only registered Holder at the
time the Company selects an Extended Interest Payment Period, the Company shall
give written notice to the Regular Trustees, the Institutional Trustee and the
Trustee of its selection of such Extended



                                       7
<PAGE>

Interest Payment Period one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities issued by the
Trust are payable, or (ii) the date the Trust is required to give notice of the
record date, or the date such Distributions are payable, to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of the
Preferred Securities issued by the Trust, but in any event at least one Business
Day before such record date.

        (b) If the Institutional Trustee is not the only Holder at the time the
Company selects an Extended Interest Payment Period, the Company shall give the
Holders of the Debentures and the Trustee written notice of its selection of
such Extended Interest Payment Period at least ten Business Days before the
earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the
Company is required to give notice of the record date or the Interest Payment
Date to the New York Stock Exchange or other applicable self-regulatory
organization or to Holders of the Debentures.

        (c) The quarter in which any notice is given pursuant to paragraphs (a)
or (b) of this Section 4.2 shall be counted as one of the 20 quarters permitted
in the maximum Extended Interest Payment Period permitted under Section 4.1.

        SECTION 4.3 Limitation of Transactions.

        If (i) the Company shall exercise its right to defer payment of interest
as provided in Section 4.1 and the Extended Interest Payment Period is
continuing, or (ii) there shall have occurred any Event of Default, as defined
in the Indenture, or (iii) there shall have occurred any Event of Default, as
defined in the Preferred Securities Guarantee, then (a) neither the Company nor
the Guarantor shall declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock or make any guarantee payments with respect
thereto (other than (1) repurchases, redemptions or other acquisitions of shares
of capital stock of the Guarantor in connection with the satisfaction by the
Guarantor of its obligations under any employee benefit plans or any other
contractual obligation of the Guarantor (other than a contractual obligation
ranking pari passu with or junior to the Debentures), (2) as a result of a
reclassification of the Company's or the Guarantor's capital stock or the
exchange or conversion of one class or series of the Company's or the
Guarantor's capital stock for another class or series of the Company's or the
Guarantor's capital stock, (3) the purchase of fractional interests in shares of
the Company's or the Guarantor's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged or (4) dividends or distributions made on the capital stock of the
Company or the Guarantor or rights to acquire that capital stock with the
Company's or the Guarantor's capital stock or the rights to acquire that capital
stock), (b)the Company and the Guarantor shall not make any payment of interest,
principal or premium, if any, on, or repay, repurchase or redeem any debt
securities issued by the Company or the Guarantor that rank pari passu with or
junior to the Debentures and (c) the Company and the Guarantor shall not make
any guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee or the Guarantee).



                                       8
<PAGE>

                                    ARTICLE V
                                    EXPENSES

        SECTION 5.1 Payment of Expenses.

        In connection with the offering, sale and issuance of the Debentures to
the Institutional Trustee and in connection with the sale of the Trust
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Debentures, shall:

        (a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures and Debenture Guarantee, including commissions to the
underwriter payable pursuant to the Underwriting Agreement and compensation of
the Trustee under the Indenture in accordance with the provisions of Section
6.06 of the Indenture;

        (b) be responsible for and shall pay all debts and obligations (other
than with respect to the Trust Securities) and all costs and expenses of the
Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the offering, sale and
issuance of the Trust Securities (including commissions to the underwriters in
connection therewith), the fees and expenses (including reasonable counsel fees
and expenses) of the Institutional Trustee, the Delaware Trustee and the Regular
Trustees (including any amounts payable under Article X of the Declaration), the
costs and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), exchange rate agent(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of Trust assets and the enforcement
by the Institutional Trustee of the rights of the holders of the Preferred
Securities);

        (c) be liable for any indemnification obligations arising with respect
to the Declaration; and

        (d) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

        The Company's obligations under this Section 5.1 shall be for the
benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Company's obligations under this Section 5.1 directly against the Company and
the Company irrevocably waives any right of remedy to require that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Company. The Company agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the provisions of
this Section 5.1.

        The provisions of this Section shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Supplemental
Indenture.



                                       9
<PAGE>

        SECTION 5.2 Payment Upon Resignation or Removal.

        Upon termination of this First Supplemental Indenture or the Indenture
or the removal or resignation of the Trustee, unless otherwise stated, the
Company shall pay to the Trustee all amounts accrued to the date of such
termination, removal or resignation that are payable pursuant to Section 6.06 of
the Indenture. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Institutional Trustee, as the case may be,
pursuant to Section 5.6 of the Declaration, the Company shall pay to the
Delaware Trustee or the Institutional Trustee, as the case may be, all amounts
accrued to the date of such termination, removal or resignation.

        SECTION 5.3 Guarantee of Payment of Expenses.

        The Guarantor hereby fully and unconditionally guarantees the due and
punctual payment of all amounts that become due and payable by the Company to
any Person pursuant to Section 5.1 or Section 5.2.

                                   ARTICLE VI
                          COVENANT TO LIST ON EXCHANGE

        SECTION 6.1 Listing on an Exchange.

        If the Debentures are distributed to the holders of the Securities
issued by the Trust, and the Preferred Securities are then so listed, the
Company will use its best efforts to list such Debentures on the New York Stock
Exchange, Inc. or on such other exchange as the Preferred Securities are then
listed.

                                   ARTICLE VII
                                FORM OF DEBENTURE

        SECTION 7.1 Form of Debenture.

        The Debentures, and the Trustee's Certificate of Authentication and the
Guarantee to be endorsed thereon, are to be substantially in the forms attached
hereto as Exhibit A.

                                  ARTICLE VIII
                          ORIGINAL ISSUE OF DEBENTURES

        SECTION 8.1 Original Issue of Debentures.

        Debentures in the aggregate principal amount of up to $-, may, upon
execution of this First Supplemental Indenture or upon any written order of the
Company setting forth the amount therefor, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, any Managing
Director or any Vice President and its Treasurer or any Assistant Treasurer,
without any further action by the Company.



                                       10
<PAGE>

                                   ARTICLE IX
                                  MISCELLANEOUS

        SECTION 9.1 Ratification of Indenture.

        The Indenture, as supplemented by this First Supplemental Indenture, is
in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

        SECTION 9.2 Trustee Not Responsible for Recitals.

        The recitals herein contained are made by the Company and the Guarantor
and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.

        SECTION 9.3 Governing Law.

        This First Supplemental Indenture and each Debenture shall be deemed to
be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State.

        SECTION 9.4 Separability.

        In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Debentures, but this First Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

        SECTION 9.5 Counterparts.

        This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.



                                       11
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.

                                        COUNTRYWIDE HOME LOANS, INC.


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


                                        COUNTRYWIDE CREDIT INDUSTRIES, INC.


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



                                        THE BANK OF NEW YORK, as Trustee


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


<PAGE>


STATE OF CALIFORNIA                 )
COUNTY OF LOS ANGELES               )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of Countrywide Home Loans, Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                        ---------------------------
                                        Notary Public
                                        Commission expires:

               Seal


<PAGE>


STATE OF CALIFORNIA                 )
COUNTY OF LOS ANGELES               )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of Countrywide Credit Industries, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

                                        ---------------------------
                                        Notary Public
                                        Commission expires:

               Seal


<PAGE>

STATE OF [NEW YORK]                 )
COUNTY OF [                      ]  )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of The Bank of New York, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                        ---------------------------
                                        Notary Public
                                        Commission expires:

               Seal


<PAGE>

                                                                       Exhibit A

                           (FORM OF FACE OF DEBENTURE)

        IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT -- [This Debenture
is a Global Debenture within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a Depositary.
This Debenture is exchangeable for Debentures registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Debenture (other than a
transfer of this Debenture as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.

        Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

Certificate No. -
                          COUNTRYWIDE HOME LOANS, INC.

              -% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                                      DUE -

$                                                               CUSIP#__________

        COUNTRYWIDE HOME LOANS, INC., a New York corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to -, as Institutional
Trustee of Countrywide Trust - under that certain Amended and Restated
Declaration of Trust dated as of -, 2001, or registered assigns, the principal
sum of [ ] ($__________) on -, 20-, (the "Stated Maturity"), and to pay interest
on said principal sum from -, 2001, or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on -, -, - and - of each year commencing -, 20-, at the rate of -%
per annum (the "Coupon Rate") until the principal hereof shall have become due
and payable, and on any overdue principal and premium, and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum
compounded quarterly. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-day months
and, except as provided in the following sentences, the amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed, will be computed on the basis of the actual number of days elapsed
per calendar month (but not to exceed 30 days in any month). In the event that
any date on which interest is payable on this Debenture is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other



                                      A-1
<PAGE>

payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment otherwise would have been payable. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the relevant record
dates, which will be, as long as this Debenture remains in book-entry form, one
Business Day prior to the relevant Interest Payment Date and, in the event this
Debenture is not in book-entry form, the -, -, - and o next preceding each
Interest Payment Date. Payments of interest may be deferred by the Company
pursuant to the provisions of Article IV of the First Supplemental Indenture to
the Indenture (as defined herein). Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered
Holders on such regular record date and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
registered Holders of this series of Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Debenture shall be payable at the
office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security Register.
Notwithstanding the foregoing, so long as the Holder of this Debenture is the
Institutional Trustee, the payment of the principal of (and premium, if any) and
interest on this Debenture will be made at such place and to such account as may
be designated by the Institutional Trustee.

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

        This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.



                                      A-2
<PAGE>

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.



                                        COUNTRYWIDE HOME LOANS, INC.

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


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



                                      A-3
<PAGE>

                    (FORM OF CERTIFICATE OF AUTHENTICATION)
                         CERTIFICATE OF AUTHENTICATION

Dated:  [   ]

        This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

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



                                      A-4
<PAGE>

                               (FORM OF GUARANTEE)
                                    GUARANTEE

                FOR VALUE RECEIVED, Countrywide Credit Industries, Inc., a
Delaware corporation (the "Guarantor"), hereby fully and unconditionally
guarantees to the holder of the Security upon which this Guarantee is endorsed
the due and punctual payment of the principal of, sinking fund payment, if any,
premium, if any, or interest on said Security, when and as the same shall become
due and payable, whether at the maturity, upon redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein.

                The Guarantor agrees to determine, at least one Business Day
prior to the date upon which a payment of principal of, sinking fund payment, if
any, premium, if any, or interest on said Security is due and payable, whether
the Company has available the funds to make such payment as the same shall
become due and payable. In case of the failure of the Company punctually to pay
any such principal, sinking fund payment, if any, premium, if any, or interest,
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at maturity, upon
redemption, or otherwise, and as if such payment were made by the Company.

                The Guarantor hereby agrees that its obligations hereunder shall
be unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.

                The Guarantor shall be subrogated to all rights of the holder of
said Security against the Company in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not, without the consent of the holders of all of the
Securities then outstanding, be entitled to enforce or to receive any payments
arising out of or based upon such right of subrogation until the principal of
and premium, if any, and interest on all Securities shall have been paid in full
or payment thereof shall have been provided for in accordance with said
Indenture.

                Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Company on the Securities
to the holders of the Securities it is determined by a final decision of a court
of competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy,



                                      A-5
<PAGE>

then and to the extent of such repayment, the obligations of the Guarantor
hereunder shall remain in full force and effect.

                The obligations of the Guarantor under this Guarantee are, to
the extent provided in the Indenture, subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness, and this Guarantee is
issued subject to the provisions of the Indenture with respect thereto.

                Each holder of the Security upon which this Guarantee is
endorsed, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder of the Security upon
which this Guarantee is endorsed, by his or her acceptance thereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each holder upon said
provisions.

                This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until the Certificate of Authentication on
such Security shall have been signed by the Trustee (or the Authentication
Agent).

                This Guarantee shall be governed by the laws of the State of New
York.

                IN WITNESS WHEREOF, Countrywide Credit Industries, Inc. has
caused this Guarantee to be signed in its corporate name by the facsimile
signature of two of its officers thereunto duly authorized and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted or otherwise
reproduced hereon.

COUNTRYWIDE CREDIT INDUSTRIES, INC.



[Seal]



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



                                      A-6
<PAGE>

                          (FORM OF REVERSE OF DEBENTURE)

        This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Debentures"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of -, 2001, duly executed and delivered among the
Company, the Guarantor and The Bank of New York, as trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of -, 2001 among the
Company, the Guarantor and the Trustee (the Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Debentures. By the terms of the Indenture, the
Debentures are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Indenture. This series
of Debentures is limited in aggregate principal amount as specified in said
First Supplemental Indenture.

        This Debenture is redeemable by the Company (i) in whole but not in part
at any time prior to -, 20- upon the occurrence and continuation of a Special
Event (as defined in the Indenture) or (ii) in whole or in part on or after -,
20-. Any redemption pursuant to this paragraph will be made upon not less than
30 days nor more than 60 days notice, at a redemption price equal to 100% of the
principal amount plus any accrued but unpaid interest thereon (including
Additional Interest and Compound Interest, if any) to the date of such
redemption (the "Prepayment Price"). The Prepayment Price shall be paid prior to
12:00 noon, New York time, on the date of such redemption or at such earlier
time as the Company determines. If the Debentures are only partially redeemed by
the Company pursuant to an Optional Redemption, the Debentures will be redeemed
pro rata or by lot or by any other method utilized by the Trustee (in integral
multiples of $1,000); provided that if, at the time of redemption, the
Debentures are registered as a Global Debenture, the Depositary shall determine
the principal amount of such Debentures held by each Debenture holder to be
redeemed in accordance with its procedures.

        In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

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

        The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any



                                      A-7
<PAGE>

series, or reduce the principal amount thereof or any premium thereon, or reduce
the rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof or make the principal thereon or any interest or
premium thereon payable in any coin or currency other than that provided in this
Debenture, or impair or affect the right of any Holder of a Debenture to
institute suit for payment thereof or the right of repayment, if any, at the
option of the Holder, without the consent of the Holder of each Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures, the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holders of each Debenture then outstanding and affected thereby.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debentures of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Debentures
of such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture
with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the registered Holder
of this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange hereof or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture.

        No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligations of the Company and the
Guarantor, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

        The Company shall have the right at any time during the term of the
Debentures and from time to time to extend the interest payment period of such
Debentures for up to 20 consecutive quarters (an "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the rate specified for the
Debentures to the extent that payment of such interest is enforceable under
applicable law); provided that no Extended Interest Payment Period may last
beyond the Stated Maturity of the Debentures. Before the termination of any such
Extended Interest Payment Period, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters or last beyond the Stated Maturity of the Debentures. At
the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest, including any Additional Interest
and Compound Interest, the Company may commence a new Extended Interest Payment
Period.

        As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof on the
Security Register, upon surrender of this Debenture for registration of transfer
at the office or agency of the Trustee in the City and State of New York,
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer,



                                      A-8
<PAGE>

but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

        Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any paying agent, any transfer agent and any security
registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than a security
registrar) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon and for all other
purposes, and none of the Company, the Trustee, any paying agent, any transfer
agent or any security registrar shall be affected by any notice to the contrary.

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

        The Debentures of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

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

        This Debenture shall be governed by the internal laws of the State of
New York, and for all purposes shall be construed in accordance with the laws of
said State.



                                      A-9
<PAGE>

                              (FORM OF ASSIGNMENT)

                                   ASSIGNMENT

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

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


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints


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

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

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



                                      A-10