INDYMAC BANCORP, INC.

                                       AND

                              THE BANK OF NEW YORK,

                                AS WARRANT AGENT

                                WARRANT AGREEMENT


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                                TABLE OF CONTENTS



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ARTICLE I  DEFINITIONS......................................................................1

          Section 1.01    Defined Terms.....................................................1
          Section 1.02    Interpretive Provisions...........................................7

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

          Section 2.01    Issuance of Warrants..............................................8
          Section 2.02    Form, Denomination and Execution of Warrant Certificates..........8
          Section 2.03    Issuance and Delivery of Warrant Certificates....................10
          Section 2.04    Lost, Stolen, Destroyed or Mutilated Warrant Certificates........11
          Section 2.05    Payment of Certain Taxes.........................................11
          Section 2.06    Holders of Warrants; Rights of Holders...........................11

ARTICLE III  DURATION AND EXERCISE OF WARRANTS.............................................11

          Section 3.01    Duration of Warrants.............................................11
          Section 3.02    Exercise of Warrants.............................................12
          Section 3.03    Redemption of Warrants...........................................13
          Section 3.04    Redemption Procedures............................................14

ARTICLE IV  ANTI-DILUTION PROVISIONS.......................................................14

          Section 4.01    Warrant Adjustments..............................................14
          Section 4.02    Merger, Consolidation, Sale, Transfer or Conveyance;
                          Change of Control ...............................................21
          Section 4.03    Other Events.....................................................23
          Section 4.04    Notice of Adjustment.............................................23
          Section 4.05    Notice of Certain Transactions...................................24
          Section 4.06    Adjustment to Warrant Certificate................................25

ARTICLE V  EXCHANGE AND TRANSFER OF WARRANTS...............................................25

          Section 5.01    Warrant Register; Exchange and Transfer of Warrants..............25
          Section 5.02    Special Transfer Provisions......................................27
          Section 5.03    Treatment of Holders of Warrant Certificates.....................28
          Section 5.04    Cancellation of Warrant Certificates.............................28

ARTICLE VI  CONCERNING THE WARRANT AGENT...................................................28

          Section 6.01    Warrant Agent....................................................28
          Section 6.02    Conditions of Warrant Agent's Obligations........................28



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                                TABLE OF CONTENTS
                                  (CONTINUED)



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          Section 6.03    Resignation and Removal; Appointment of Successor................30
          Section 6.04    Compliance With Applicable Laws..................................32
          Section 6.05    Office...........................................................32

ARTICLE VII  COVENANTS.....................................................................32

          Section 7.01    Financial Statements and Reports of the Company..................32
          Section 7.02    Notices and Demands to the Company and Warrant Agent.............32
          Section 7.03    Governmental Approvals...........................................33
          Section 7.04    Satisfaction of Exercise Conditions..............................33
          Section 7.05    Reservation of Shares............................................33

ARTICLE VIII  MISCELLANEOUS................................................................33

          Section 8.01    Supplements and Amendments.......................................33
          Section 8.02    Addresses for Notices............................................34
          Section 8.03    Governing Law....................................................34
          Section 8.04    Persons Having Rights Under Warrant Agreement....................34
          Section 8.05    Headings.........................................................34
          Section 8.06    Counterparts.....................................................34
          Section 8.07    Inspection of Agreement..........................................35



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<PAGE>
        THIS WARRANT AGREEMENT, dated as of November 14, 2001, between IndyMac
Bancorp, Inc., a Delaware corporation (the "Company"), and The Bank of New York,
a New York banking corporation, as warrant agent (the "Warrant Agent").

                                    RECITALS:

        WHEREAS, the Company proposes to issue warrants (the "Warrants")
representing the right to purchase Common Stock (as defined herein), under
certain circumstances described 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, The Bank of New York, 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 1.01 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 ascribed thereto in the Unit Agreement
or the Trust Agreement, as the case may be.

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

        "Board of Directors" shall mean the board of directors of the Company.

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

        "Book-Entry Warrant" shall mean a Warrant evidenced by a Global
Certificate.


<PAGE>
        "Business Day" shall mean any day other than a Saturday or a Sunday that
is not a day on which banking institutions in The Borough of Manhattan, The City
of New York, New York, Los Angeles, California or Wilmington, Delaware are
authorized or required by law, regulation or executive order to close.

        "Calculation Agent" shall have the meaning ascribed thereto in Section
6.02(l).

        "Cash Payment" shall mean, with respect to any Warrant, the payment 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 notice to the Warrant Agent.

        "Cede" shall mean Cede & Co., the nominee of DTC.

        "Change of Control" shall have the meaning ascribed thereto in the Unit
Agreement.

        "Change of Control Notice Date" shall have the meaning ascribed thereto
in Section 4.02(b).

        "Change of Control Redemption" shall have the meaning ascribed thereto
in Section 4.02(b).

        "Change of Control Redemption Date" shall have the meaning ascribed
thereto in Section 4.02(b).

        "Change of Control Redemption Right" shall have the meaning ascribed
thereto in Section 4.02(b).

        "Closing Price" of any security on any date of determination shall mean:

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

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

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

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

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


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<PAGE>
        "Common Stock" shall mean the common stock of the Company, together, for
the duration of the Rights Plan, with the associated rights to acquire shares of
the Company's Series A Junior Participating Preferred Stock.

        "Conditions to a Remarketing" shall mean the conditions to a Remarketing
specified in the Trust Agreement and the Remarketing Agreement. A Failed
Remarketing shall not be considered an inability to satisfy the Conditions to a
Remarketing.

        "Date of Determination" shall mean, 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 3.03, the end of the
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
4.02(b), the date of redemption) of such Warrant.

        "Definitive Warrant" shall mean a Warrant Certificate in definitive,
registered form.

        "Discount" shall mean $15.51.

        "DTC" shall mean The Depository Trust Company, and its successors.

        "Ex Date" shall mean:

        (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 Closing 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

        (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" shall mean the Securities Exchange Act of 1934, as
amended.

        "Exercise Amount" shall mean 1.5972; provided, that such amount may be
subject to adjustment as provided in Article IV.

        "Exercise Conditions" shall mean, with respect to any Warrant on any
date on which such Warrant is to be exercised by the Holder thereof, that (i)
(a) the Company shall have a registration statement in effect under the
Securities Act covering the issuance and sale of the related Exercise Amount of
Common Stock upon exercise of such Warrant, or (b) the sale of such shares of
Common Stock shall be exempt from the registration requirements of the
Securities Act, (ii) such shares of Common Stock shall have been registered or
qualified under, or shall be deemed to be exempt from the registration or
qualification requirements of, the applicable state securities laws, and (iii) a
then-current prospectus relating to the Common Stock shall be delivered to such
exercising Holder.


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<PAGE>
        "Exercise Price" shall mean, with respect to a Warrant as of any date,
$34.49, plus the accrual of Discount calculated from November 14,, 2001 to the
Date of Determination, at the all-in yield of 9% per annum on a quarterly bond
equivalent yield basis using a 360-day year of twelve 30-day months, less $0.75
per quarter, until such sum equals $50 on November 14.

        "Expiration Date" shall mean, with respect to any Warrant, the earlier
of 5:00 p.m., New York time, on (i) September 15, 2031, subject to the
provisions of Section 3.01, and (ii) the Redemption Date.

        "Failed Remarketing" shall mean 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" shall mean the amount which a willing buyer would
pay a willing seller in an arm's length transaction.

        "Global Warrants" shall have the meaning set forth in Section 2.02(a).

        "Global Unit Certificate" shall have the meaning set forth in Section
2.02(a).

        "Holder" shall mean, 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 5.01(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.

        "Market Capitalization" shall mean, 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" shall mean the average of the daily Closing 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 4.01 (a), (b), (c), (d), (e) or
        (f) occurs during such ten consecutive Trading Days, the Closing Price
        for each Trading Day prior to the Ex Date for such other event shall be
        adjusted by multiplying such Closing 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 4.01 (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 Closing
        Price for each Trading Day on and after the Ex Date for such other event
        shall be adjusted by


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<PAGE>
        multiplying such Closing 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
        Closing 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 4.01(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 4.01(f), the Market Price
of the Common Stock on any date shall be deemed to be the average of the daily
Closing 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 4.01(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 question, the
Closing Price for each Trading Day on and after the Ex Date for such other event
shall be adjusted by multiplying such Closing 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.

        "Non-Electing Share" shall have the meaning ascribed thereto in Section
4.02(a).

        "Participant" shall have the meaning set forth in Section 5.01(e).

        "Purchased Shares" shall have the meaning set forth in Section 4.01(f).

        "Record Date" shall mean, 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" shall mean a redemption of the Warrants pursuant to
Sections 3.03 and 3.04.

        "Redemption Conditions" shall mean, 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) in the case of a Remarketing upon a
Trading Remarketing


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<PAGE>
Event or a Legal Cause Remarketing Event, the Company shall have satisfied the
applicable conditions to a Remarketing set forth in the Trust Agreement and the
Remarketing Agreement.

        "Redemption Date" shall mean the Remarketing Settlement Date for the
contemporaneous Remarketing of Preferred Securities.

        "Reference Period" shall have the meaning set forth in Section 4.01(d).

        "Remarketing Payment" shall mean, 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.

        "Rights Plan" means the plan set forth in the Rights Agreement dated
October 17, 2001 between the Company and the Bank of New York, as rights agent,
or similar agreement.

        "Securities Act" shall mean the Securities Act of 1933, as amended.

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

        "Tender Expiration Time" shall have the meaning set forth in Section
4.01(f).

        "Trading Day" shall mean:

               (i) if the applicable security is listed or admitted for trading
        on the New York Stock Exchange or another national security exchange, a
        day on which the New York Stock Exchange or such other national security
        exchange is open for business;

               (ii) if the applicable security is quoted on the Nasdaq National
        Market, a day on which trades may be made thereon; or

               (iii) if the applicable security is not so listed, admitted for
        trading or quoted, any day other than a Saturday or Sunday or a day on
        which banking institutions in the State of New York are authorized or
        obligated by law or executive order to close.

        "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;


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<PAGE>
               (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" shall have the meaning ascribed thereto in Section
4.01(d).

        "Trust" shall mean IndyMac Capital Trust I.

        "Trust Agreement" shall mean the amended and restated trust agreement of
the Trust, dated as of November 14, 2001, among the Company, the Trust,
Wilmington Trust Company, The Bank of New York and the several holders of the
preferred securities of the Trust.

        "Underwriter" shall have the meaning set forth in the Trust Agreement

        "Unit Agent" shall have the meaning set forth in the Recitals.

        "Unit Agreement" shall have the meaning set forth in the Recitals.

        "Unit Register" shall mean the register to be maintained by the Unit
Agent pursuant to the Unit Agreement.

        "Warrant" shall have the meaning set forth in the Recitals.

        "Warrant Certificate" shall mean 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" shall have the meaning set forth in Section 5.01(a).

        "Warrant Value" shall mean, with respect to any Warrant as of any date,
$50 less the Exercise Price.

        Section 1.02 Interpretive Provisions. With respect to all terms in this
Warrant Agreement, the singular includes the plural and the plural the singular;
words importing any


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<PAGE>
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 2.01 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 2.02 Form, Denomination and Execution of Warrant Certificates.

               (a) The aggregate number of Warrants evidenced by Warrant
        Certificates issued hereunder is limited to 3,500,000 (or 4,000,000 if
        the Underwriters' over-allotment option is exercised). Each Warrant will
        be issued in definitive, fully registered form (each a "Global
        Warrant"), substantially in the form set forth in Exhibit A hereto and
        as a component of a Unit represented by a global unit certificate in
        definitive, fully registered form (any such certificate, a "Global Unit
        Certificate") substantially in the form set forth as Exhibit A to the
        Unit Agreement.

               (b) The aggregate principal amount of the Global Warrants may
        from time to time be increased or decreased by adjustments made on the
        records of the Warrant Agent, as custodian for the Depositary, as
        hereinafter provided.

               (c) Each Warrant Certificate, upon issuance, shall be dated the
        date of issuance and may have such letters, numbers or other identifying
        marks and such legends or endorsements printed, lithographed or engraved
        thereon as are not inconsistent with the provisions of this Warrant
        Agreement, or as may be required to comply with any applicable law, rule
        or regulation, or to conform to usage, as the officer of the Company
        executing the same may approve (such officer's execution thereof to be
        conclusive evidence of such approval), and shall bear the legends
        required by paragraph (e) below. Each Warrant Certificate shall evidence
        one or more Warrants. Upon issuance, no Global Warrant shall represent
        any outstanding Warrants, as specified in the "Schedule of Exchanges of
        Interests of Global Warrant" attached thereto or otherwise in accordance


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<PAGE>
        with the Applicable Procedures, and the corresponding Global Unit
        Certificate shall represent all such issued Warrants, as specified in
        the "Schedule of Exchanges of Interests of Global Warrant" attached
        thereto or otherwise in accordance with the Applicable Procedures.
        Thereafter, each Global Warrant and the corresponding Global Unit
        Certificate shall represent such outstanding Warrants as shall be
        specified in the "Schedule of Exchanges and Interests in Global Warrant"
        attached to such certificate or otherwise in accordance with the
        Applicable Procedures.

               (d) The Warrant Certificates shall be signed in the name and on
        behalf of the Company by any two of the Chairman, a Vice Chairman, the
        Chief Executive Officer, the President, the Chief Operating Officer, a
        Vice President, the Chief Financial Officer, the Treasurer, the Chief
        Administrative Officer, the Chief Accounting Officer, the Secretary or
        an Assistant Secretary. 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.

               (e) 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 countersigned by the manual or
        facsimile signature of the Warrant Agent. Such signature by the Warrant
        Agent upon any Warrant Certificate executed by the Company shall be
        conclusive evidence that the Warrant Certificate so countersigned has
        been duly issued hereunder.

               (f) 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 countersigned and delivered by the Warrant Agent, such Warrant
        Certificate nevertheless may be countersigned 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.

               (g) Every Global Warrant, executed on behalf of the Holders and
        delivered hereunder shall bear a legend in substantially the following
        form:

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


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<PAGE>
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
WARRANT AGREEMENT REFERRED TO HEREIN.

        Section 2.03 Issuance and Delivery of Warrant Certificates.

        (a) Upon the execution and delivery of this Agreement, the Company shall
deliver one or more Global Certificates executed by the Company to the Warrant
Agent for countersignature. Except as provided in the following sentence, the
Warrant Agent shall thereupon countersign such Warrant Certificates and deliver
the same to DTC. Subsequent to the original issuance, the Warrant Agent shall
countersign new Warrant Certificates only if such Warrant Certificates are
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates or in connection with their transfer, as hereinafter
provided.

        (b) Temporary Warrant Certificates. Pending the preparation of
Definitive Warrants, the Company may execute, and upon the order of the Company
the Warrant Agent shall countersign 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.

        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 the Warrant Agent
shall countersign 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.


                                       10


<PAGE>
        Section 2.04 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
Warrant Agent shall countersign 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 title. 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 2.05 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 2.06 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 Unit Registrar 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 and 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,
enforce, and may institute and maintain, any suit, action or proceeding against
the Company suitable to enforce, or otherwise in respect of, its right to
exercise its Warrants as provided in the related Warrant Certificates and this
Warrant Agreement.

                                   ARTICLE III

                        DURATION AND EXERCISE OF WARRANTS

        Section 3.01 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 for such date,
provided 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


                                       11


<PAGE>
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.

        Section 3.02 Exercise of Warrants.

               (a) Subject to Section 3.03 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 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 3.03(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 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 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 an authorized officer
of the Warrant Agent shall countersign 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 that is designated by the Company for such purpose by
notice in writing to the Warrant Agent, 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 is 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, advise the Company of (i) the number of Warrants exercised as
provided herein, (ii) the


                                       12


<PAGE>
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 require. 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.

        Section 3.03 Redemption of Warrants.

               (a) Upon the occurrence of a Trading Remarketing Event or a Legal
Cause Remarketing Event, the Company may elect to redeem the Warrants, subject
to the terms and conditions herein.

               (b) Subject to satisfaction of the Redemption Conditions, the
Company shall redeem the Warrants on the Redemption Date for cash in an amount
equal to the Warrant Value as of the day next preceding the Remarketing Date in
accordance with Section 3.04.

               (c) A Holder may elect to exercise a Warrant in lieu of
Redemption, if (i) such Warrant is held pursuant to the Unit Agreement, and such
Holder has opted out of participating in the Remarketing, by 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 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.

               (d) If a Holder elects to exercise a Warrant pursuant to
paragraph (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
3.02; 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 shall, 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.

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


                                       13


<PAGE>
               (f) If a Redemption cannot occur because of an inability to
satisfy the Redemption Conditions, the Company shall promptly notify 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 3.04 Redemption Procedures.

               (a) The Company shall, contemporaneously with the giving of
notice of Remarketing pursuant to Section 6.6 of the Trust Agreement, furnish
notice of Redemption to the Warrant Agent, which shall, within two (2) Business
Days of receipt thereof, furnish notice of such Redemption to Holders of
Definitive Warrants, and the Company shall request, not later than four nor more
than 20 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, four business days prior to the Redemption Date. 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 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 instructions and authority to pay the Warrant Value to
the related Holders upon surrender of the related Warrant Certificates. 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 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.

               (b) 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.

                                   ARTICLE IV

                            ANTI-DILUTION PROVISIONS

        Section 4.01 Warrant Adjustments. The Exercise Amount shall be subject
to adjustments, calculated by the Company, from time to time as follows:

        (a) 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


                                       14


<PAGE>
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) 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) 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 into Common Stock) at a price
per share (or having a conversion price per share) less than the Market Price on
the Record Date fixed for the 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 securities
        so offered are convertible), 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 price of the convertible securities so offered)
        would purchase at such Market Price.


                                       15


<PAGE>
        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 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
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) 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 4.02 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

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

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


                                       16


<PAGE>
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 the 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, the Fair Market Value of the securities
distributed in the Spin-Off shall be deemed to be equal to the initial public
offering price of such securities and the then current Market Price shall be
deemed to be equal to 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 (each, a
"Trigger Event"): (1) are deemed to be transferred with such shares of Common
Stock; (2) are not exercisable; and (3) are also issued in respect of future
issuances of Common Stock, 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 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 warrant (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


                                       17


<PAGE>
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 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 4.02 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) of 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,


                                       18


<PAGE>
        exceeds 10% of the product of the Market Price (determined as provided
        in paragraph (g) below) on the Record Date with respect to such
        distribution times 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) 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:

               (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 the Market Price (determined as provided
        in paragraph (g) below) as of the last time (the "Tender Expiration
        Time") tenders could


                                       19


<PAGE>
        have been made pursuant to such tender offer (as it may be amended)
        times 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 4.01, such
adjustments shall be made to the Market Price as may be necessary or appropriate
to effectuate the intent of this Section 4.01 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.

        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


                                       20


<PAGE>
to the preceding sentence, the Company shall mail to the Warrant Agent and each
Holder at the address of such Holder as it appears in the Warrant Register a
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 4.01, 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 one
hundredth 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 3.02(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 Rights Plan,
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 (b)
above as if the rights were being distributed to the common stockholders of the
Company 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 4.02 Merger, Consolidation, Sale, Transfer or Conveyance; Change
of Control.

        (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),

               (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


                                       21


<PAGE>
        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 corporation, 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 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 (a "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 corporation other than the
successor or purchasing corporation, 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 corporation 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 4.01 hereof
shall not apply.

               (b) Notwithstanding paragraph (a) above, if a Change of Control
        occurs, each Holder shall have the right (a "Change of Control
        Redemption Right") to require the


                                       22


<PAGE>
        Company to redeem such Holder's Warrants (a "Change of Control
        Redemption") on the date that is 45 days after the Change of Control
        Notice Date (the "Change of Control Redemption Date"), at the Warrant
        Value on such Change of Control Redemption Date. Within 30 days after
        the date of occurrence of a Change of Control (the "Change of Control
        Notice Date"), the Company shall give notice to each Holder and the
        Warrant Agent of the transaction that gave rise to such Change of
        Control and of the resulting Change of Control Redemption Right. To
        exercise such Change of Control Redemption Right, a Holder shall
        deliver, on or prior to the 30th day after the Change of Control Notice
        Date, irrevocable written notice to the Warrant Agent of such Holder's
        election to exercise such Change of Control Redemption Right and the
        number of Warrants to be so redeemed. On the Change of Control
        Redemption Date, the Company shall redeem the related Warrants at the
        Warrant Value on such date in accordance with the procedures for
        Redemption set forth in Section 3.04(a).

        In connection with a Change of Control Redemption, not less than three
Business Days prior to the Change of Control Redemption Date:

               (i) if the Warrants to be redeemed are represented by a Global
        Certificate, the Warrant Agent shall make the necessary endorsement to
        the "Schedule of Increases or Decreases in Global Certificate" attached
        to the Global Certificate to reduce the amount of Warrants represented
        thereby; and

               (ii) if the Warrants to be redeemed are Definitive Warrants, the
        Holder of such Definitive Warrants shall present the related Warrant
        Certificate to the Warrant Agent for cancellation in accordance with
        Section 5.03.

        The Company shall comply with the requirements of the Exchange Act and
any other applicable securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with any redemption of
the Warrants by the Company pursuant to this paragraph (b).

        Section 4.03 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 of
the Company, 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 directors of the Company 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 4.04 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 4.01(h) for which the notice required by such
paragraph has been provided), the Company shall promptly file with 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


                                       23


<PAGE>
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 4.05 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 filed at 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 8.02 hereof, at least 20 days (or 10 days in
any case specified in paragraph (a) or (b) above) prior to the applicable record
or effective date hereinafter specified, a 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 or other property deliverable upon
        such reclassification, merger, consolidation, statutory share exchange,
        sale, transfer, dissolution, liquidation or winding up.

        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.


                                       24


<PAGE>
        Section 4.06 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 5.01 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 title, 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 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 the Warrant Agent shall
countersign 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


                                       25


<PAGE>
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 3.02(f) hereof.

               (d) Pursuant to Section 2.02, the Global Warrant shall represent
such of the outstanding Warrants as shall be specified in the "Schedule of
Exchanges of Interests of Global Warrant" attached thereto or otherwise in
accordance with the Applicable Procedures, initially equal to zero Warrants. At
any time after initial issuance of a Security, the Preferred Security and
Warrant components of such Security may be transferred separately. In the event
of any separation of the components of a Security, the Unit Agreement provides
(i) if such Security 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 Security to the
Warrant Agent with an instruction for it to countersign 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 endorsement to the "Schedule of Exchanges
of Interests of Global Warrant" attached to the Global Unit Certificate or
otherwise comply with the Applicable Procedures to reduce the amount of
Securities 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 endorsements to the Global Certificate 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 Security 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 (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 countersign and deliver
to, or upon the instruction of, such holder a Security bearing the separate
CUSIP number assigned to the Securities and (ii) if the constituent components
are represented by global certificates, each of the Property Trustee and the
Warrant Agent shall make the necessary endorsement to their respective global
certificates or otherwise comply with 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
Securities represented by the Global Unit Certificate bearing a separate CUSIP
number. The Warrant Agent shall make such other necessary endorsements to the
Global Certificate consistent with the terms of this Agreement to reflect the
appropriate number.


                                       26


<PAGE>
        Section 5.02 Special Transfer Provisions.

        The following provisions will apply:

        Upon any such exchange or transfer of all or a portion of any Global
Warrant for a certificated Warrant, the Global Warrant from which an interest is
to be so exchanged or transferred will be marked to reflect the reduction of its
principal amount or number, as applicable, by the aggregate principal amount or
number of such certificated Warrant. Until so exchanged or transferred in full,
such Global Warrant will in all respects be entitled to the same benefits under
this Indenture as the Warrants authenticated and delivered hereunder.

        The Registrar shall retain for at least two years copies of all letters,
notices and other written communications received pursuant to this Section 5.01.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

               (e) Notwithstanding any other provisions of this Section, unless
        and until it is exchanged in whole or in part for Definitive Warrants,
        the Global Warrant may not be transferred except as a whole by DTC to a
        nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC
        or by DTC or any such nominee to a successor depositary or a nominee of
        such successor depositary. Interests of beneficial owners in the Global
        Certificate may be transferred in accordance with the rules and
        procedures of DTC. Members of, or participants in, DTC ("Participants")
        shall have no rights under this Agreement with respect to the Global
        Warrant held on their behalf by DTC or the Warrant Agent as its
        custodian, and DTC may be treated by the Company, the Warrant Agent and
        any agent of the Company or the Warrant Agent as the absolute owner of
        such Global Warrant for all purposes whatsoever.

        Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Warrant Agent or any agent of the Company or the Warrant Agent from giving
effect to any written certification, proxy or other authorization furnished by
DTC, or impair, as between DTC and its Participants, the operation of customary
practices governing the exercise of the rights of a Holder of any Warrants. The
registered Holder of the Global Warrant may grant proxies and otherwise
authorize any person, including Participants and persons that may hold interest
through Participants, to take any action which a Holder is entitled to take
under this Warrant Agreement or the Warrants.

        If DTC notifies the Company that it is unwilling or unable to continue
as depositary for the Global Certificate, or if at any time DTC shall no longer
be eligible under the next sentence of this paragraph, the Company shall appoint
a successor depositary with respect to the Warrants. Each depositary appointed
pursuant to this Section shall, at the time of its appointment and at all times
while it serves as depositary, be a clearing agency registered under the
Exchange Act, and any other applicable statute or regulation. The Company shall
execute, and the Warrant Agent, upon receipt of written instructions from the
Company, shall countersign and deliver, Warrants in definitive registered form
in any authorized denominations, in an aggregate amount equal to the amount of
the Global Certificate or Certificates if DTC notifies the Company that it is
unwilling or unable to continue as depositary therefor or if at any time DTC
shall no longer be


                                       27


<PAGE>
eligible to serve as depositary and a successor depositary for the Warrants is
not appointed by the Company within 60 days after the Company receives such
notice or becomes aware of such ineligibility or if there shall have occurred
and be continuing a default by the Company in respect of its obligations under
this Warrant Agreement, the Indenture, the Trust Agreement or the Unit
Agreement.

        Section 5.03 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 5.04 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 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, that the Warrant
Agent shall not be required to destroy the Warrant Certificates.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

        Section 6.01 Warrant Agent. The Company hereby appoints The Bank of New
York as Warrant Agent, upon the terms and subject to the conditions set forth
herein, and The Bank of New York 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 6.02 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 the compensation set forth in Exhibit B hereto
(or as otherwise agreed to in


                                       28


<PAGE>
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 the Warrant Agent for, and to hold it harmless against, any loss,
liability or expense (including the reasonable costs and expenses of defending
against any claim of liability) incurred without negligence or bad faith on the
part of the Warrant Agent arising out of or in connection with 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 protected and shall
incur no 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 the proper parties.

               (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, 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 to the
Company 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


                                       29


<PAGE>
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
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
liability with respect to the validity of this Warrant Agreement (except as to
the due execution hereof by the Warrant Agent) or any Warrant Certificate
(except as to the countersignature thereof by the Warrant Agent).

               (j) No Responsibility For Company Representations. The Warrant
Agent shall not be responsible for any of the recitals or representations
contained herein (except as to such statements or recitals as describe the
Warrant Agent or action taken or to be taken by it) or in any Warrant
Certificate (except as to the Warrant Agent's countersignature 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 set forth herein, 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 countersigned 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 7.02 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
November 14, 2001, between the Company and Valuation Research Corporation, as
calculation agent (the "Calculation Agent"), of the Accreted Value or Discount
relating to the Preferred Securities and shall not incur any liability to the
Company or any Holder relating to inaccuracies in calculating such Accreted
Value or Discount.

        Section 6.03 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


                                       30


<PAGE>
effective; provided that such date shall not be less than 30 days after the date
on which such notice if 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, the Warrant
Agent may apply to any court of competent jurisdiction for the designation of a
successor Warrant Agent. The obligations of the Company under Section 6.02(a)
shall continue to the extent set forth therein notwithstanding the resignation
or removal of the Warrant Agent.

               (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 corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent


                                       31


<PAGE>
shall be a party, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all of the assets and business of the
Warrant Agent, provided that such corporation 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 6.04 Compliance With Applicable Laws. The Warrant Agent agrees
to comply with all laws applicable to it in respect of the services rendered by
it under this Warrant Agreement and in connection with the Warrants, including
(but not limited to) the provisions of United States federal income tax laws
regarding information reporting and backup withholding. The Warrant Agent
expressly assumes all liability for its failure to comply with any such laws
imposing obligations on it, including (but not limited to) any liability for
failure to comply with any applicable provisions of United States federal income
tax laws regarding information reporting and backup withholding.

        Section 6.05 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 8.02.

                                   ARTICLE VII

                                    COVENANTS

        Section 7.01 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 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 7.02 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.


                                       32


<PAGE>
        Section 7.03 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 national
securities exchange 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 7.04 Satisfaction of Exercise Conditions. Subject to Section
3.03(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 7.05 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 8.01 Supplements and Amendments.

               (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 to cure any ambiguity, to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provisions herein, or 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 8.02
hereof, to the Holders affected thereby, setting forth in general terms the
substance of such supplement or amendment.


                                       33


<PAGE>
               (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 4.01(h), (ii) reduces the Exercise Amount other than in
accordance with Article IV, (iii) accelerates the Expiration Date of the
Warrants, (iv) materially and adversely affects the rights of any Holder, or (v)
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.

        Section 8.02 Addresses for Notices. Any communications from the Company
to the Warrant Agent with respect to this Warrant Agreement shall be addressed
to The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York
10286, Attention: Corporate Trust Administration; any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to IndyMac Bancorp, Inc., 155 North Lake Avenue, Pasadena, California 91101,
Attention: Chief Financial 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 8.03 Governing Law. This Warrant Agreement and the Warrant
Certificates shall be governed by the laws of the State of New York.

        Section 8.04 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 8.05 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 8.06 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


                                       34


<PAGE>
deemed to be an original; but all such counterparts shall together constitute
but one and the same instrument.

        Section 8.07 Inspection of Agreement. A copy of this Warrant Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent, for inspection by the Holders of Warrants.


                                       35


<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.

                                      INDYMAC BANCORP, INC.



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



                                      THE BANK OF NEW YORK,
                                      as Warrant Agent

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


<PAGE>
                                                                       EXHIBIT A

                          {FORM OF WARRANT CERTIFICATE}

        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 THE
COMPANY AT THE EXERCISE PRICE SET FORTH IN THE BELOW-REFERENCED WARRANT
AGREEMENT AND A PREFERRED SECURITY OF INDYMAC CAPITAL TRUST I (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.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, 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 DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), 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.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
WARRANT AGREEMENT.

        NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS WARRANT CERTIFICATE OR ANY
INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR THE REQUIREMENTS OF U.S.
DEPARTMENT OF


<PAGE>
LABOR REGULATION SECTION 2550.401c-1 ARE SATISFIED SUCH THAT THIS WARRANT
CERTIFICATE HELD BY THE PURCHASER OR HOLDER DOES NOT CONSTITUTE "PLAN ASSETS".
ANY PURCHASER OR HOLDER OF THIS WARRANT CERTIFICATE OR ANY INTEREST HEREIN WILL
BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER
(A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES
ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1.

No. {  }                       Certificate for {               Warrants}
                               {Number of Warrants set forth on Schedule A
                               hereto}


                      WARRANTS TO PURCHASE COMMON STOCK OF
                              INDYMAC 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 IndyMac Bancorp, Inc., a Delaware corporation ("the Company"),
1.5972 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)
September 15, 2031 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 November 14, 2001 (the "Warrant Agreement"),
between the Company and The Bank of New York, 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


                                       2


<PAGE>
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 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 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.

        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, that (i) (a) the Company shall have a registration statement in effect
under the Securities Act covering the issuance and sale of the related Exercise
Amount of Common Stock upon exercise of such Warrant, or (b) the


                                       3


<PAGE>
sale of such shares of Common Stock shall be exempt from the registration
requirements of the Securities Act, (ii) such shares of Common Stock shall have
been registered or qualified or shall be deemed to be exempt from the
registration or qualification requirements of the securities laws of the state
of residence of the exercising Holder and (iii) a then-current prospectus
relating to the Common Stock shall be delivered to such exercising Holder.

        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 redemption of the Warrants and a
contemporaneous remarketing of the Preferred Securities , for cash, in an amount
equal to the Warrant Value as of the day next preceding the Remarketing Date, in
accordance with the Warrant Agreement and related agreements.

        A Holder (i) may elect to exercise a Warrant in lieu of Redemption, if
(A) such Warrant is held pursuant to the Unit Agreement, and such Holder has
opted out of participating in the Remarketing, by notice given to the Warrant
Agent and the Unit Agent; 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;
and (ii) as provided in the Unit Agreement, shall be deemed to have elected to
exercise such Warrant in lieu of Redemption, if such Warrant is held pursuant to
the Unit Agreement and such Holder has not opted out of participating in the
Remarketing. In the absence of an election to exercise a Warrant in lieu of a
Redemption, including a deemed election pursuant to clause (ii) of the preceding
sentence, 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 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


                                       4


<PAGE>
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, 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 four nor more than 20 business days prior to the Remarketing Date,
that DTC 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.


                                       5


<PAGE>
        Neither this Warrant Certificate, nor the Warrant evidenced hereby,
entitles the Holder hereof to any of the rights of a stockholder of the Company.

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

                                            INDYMAC BANCORP, INC.



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

DATED: November 14, 2001

Countersigned:

THE BANK OF NEW YORK,
as Warrant Agent

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


                                       6


<PAGE>
                        {REVERSE OF WARRANT CERTIFICATE}
                    FORM OF ELECTION TO PURCHASE COMMON STOCK
                 (to be executed only upon exercise of Warrants)

                              INDYMAC 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
IndyMac 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:
               -----------------------------------------------------------------


<PAGE>

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


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

Please insert social security or identifying number:

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


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

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


<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:




                    Amount of           Amount of       Number of Warrants
                   decrease in           increase        evidenced by the
                    Number of          in Number of     Global Certificate
                     Warrants            Warrants         following such       Signature of
                 evidenced by the    evidenced by the       decrease or         authorized
Date            Global Certificate  Global Certificate       increase        officer or Agent
----            ------------------  ------------------  ------------------   ----------------
                                                                 





<PAGE>
                                                                       EXHIBIT B

                         {Compensation of Warrant Agent}






                                      F-1



Source: OneCLE Business Contracts.