EXHIBIT 4.4

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

                  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement"), made and entered into as of ________ __, 20__ by and among
[Lender], a ___________ having an office at _____ _____________ ________
("Mortgagee"), 919 THIRD AVENUE ASSOCIATES L.P., a New York limited partnership
having an office c/o J. P. Morgan Investment Management, Inc., a Delaware
corporation having an office at 522 Fifth Avenue, New York, New York 10036 [or
successor landlord] ("Landlord"), and DEBEVOISE & PLIMPTON, a New York general
partnership having an address at 900 Third Avenue, New York, New York 10022
("Tenant").

                              W I T N E S S E T H :

                  WHEREAS:

                  A. Landlord owns certain fee and leasehold interests in the
improved real property described in Schedule A annexed hereto (the "Property");

                  B. Mortgagee is the owner and holder of the mortgage or
mortgages listed in Schedule B annexed hereto (which mortgage or mortgages,
together with all amendments, increases, renewals, modifications,
consolidations, spreaders, replacements, combinations, supplements,
substitutions and extensions thereof, now or hereafter made, is referred to
collectively as the "Mortgage", and which Mortgage, together with the promissory
note or notes and the loan agreements, and other documents executed in
connection therewith and any amendments, increases, renewals, modifications,
consolidations, spreaders, replacements, combinations, supplements,
substitutions and extensions thereof, are referred to collectively to as the
"Loan Documents");

                  C. Pursuant to an Agreement of Lease between Landlord and
Tenant dated as of August __, 1998 (the "Lease"), Tenant has leased from
Landlord a portion of the Property (the "Premises") more particularly described
therein; and

                  D. Mortgagee has agreed to recognize the status of Tenant as
tenant under the Lease in the event Mortgagee shall acquire the title to the
Property by foreclosure or by the acceptance of a deed in lieu thereof, and
Tenant has agreed to attorn to Mortgagee in any such event.

                  NOW THEREFORE, in consideration of the foregoing, the mutual
covenants hereinafter mentioned and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. (a) Capitalized terms used and not otherwise defined in
this Agreement shall have the meanings ascribed to them in the Lease.

                  (b) Tenant represents and warrants to Mortgagee that to the
best of Tenant's knowledge (i) the Lease is in full force and effect, (ii) there
are no Events of Default under the Lease, (iii) no event has occurred which with
the giving of notice or the passage of time, or both, would constitute a default
under the terms of the Lease, and (iv) there are no agreements other than the
Lease and documents executed concurrently with the Lease listed on Schedule B
annexed hereto in existence or which are the subject of current negotiation
between Landlord and Tenant relating to the Property or the Premises or with
respect to any other matter related to Tenant's occupancy of the Premises.

                  2. Tenant hereby agrees that the Lease is and shall be under,
subject and subordinate at all times to the lien, right, title and terms of the
Loan Documents and all advances (whether optional or obligatory) and payments
made or to be made under any Loan Document. In confirmation thereof, Tenant
shall promptly but in any event within twenty (20) days after request, execute,
acknowledge and deliver any instruments that Mortgagee may reasonably request
from time to time to evidence the foregoing.

                  3. So long as (i) Tenant is not in default under the Lease or
hereunder beyond any applicable notice and/or cure periods, (ii) the Lease has
not been cancelled or terminated, pursuant to and in accordance with its terms,
by Landlord or Tenant (without regard to whether Landlord or Tenant is then in
default under the Lease), (iii) Tenant has not abandoned possession of all of
the Premises (which shall include possession by any Permitted Occupants, as such
term is defined in the Lease), and (iv) except as required pursuant to the
Lease, Tenant has not made any advance payment of Fixed Rent (other than for one
month) or Additional Rent then (A) in the event that Mortgagee shall commence an
action to foreclose the Mortgage or to otherwise enforce the Loan Documents
and/or acquire title to and possession of the Property, neither Tenant nor any
person or entity properly claiming through or under Tenant shall be named or
joined as a party defendant in any such action or proceeding (unless Mortgagee
is required by applicable Legal Requirements to name Tenant or such other person
or entity as a party defendant), and (B) the enforcement of the Loan Documents
by Mortgagee shall not terminate the Lease nor shall Mortgagee disturb Tenant's
leasehold estate and possession of the Premises in accordance with the terms of
the Lease or any rights of Tenant (and any person or entity properly claiming
through or under Tenant) under the Lease, in each case by reason of the
subordination of the Lease to the Loan Documents or in any foreclosure action or
any other action or proceeding instituted under or in connection with the Loan
Documents or by reason of a transfer of the Landlord's interest under the Lease
pursuant to the taking of a deed in lieu of foreclosure (or similar device) or
in connection with a bankruptcy proceeding or otherwise.

                  4. If the interest of Landlord under the Lease shall be
transferred as a result of an action or proceeding in which Tenant was named or
joined as a party defendant as permitted under Section 2 above and the Lease was
terminated as a result of such action or proceeding, and provided that (a)
Tenant is not in default under the Lease or hereunder beyond any applicable
notice and/or cure periods (b) the Lease has not been cancelled or terminated,
pursuant to and in accordance with its terms, by Landlord or Tenant (without
regard to whether Landlord or Tenant is then in default under the Lease), and
(c) Tenant has not abandoned possession of all of the Premises (which shall
include possession by any Permitted Occupants, as such term is defined in the
Lease), and (d) except as required pursuant to the Lease, Tenant has not made
any advance payment of Fixed Rent (other than for one month) or Additional Rent,
then, in such event, the Successor (as hereinafter defined) and Tenant shall
enter into a new lease upon the same terms and conditions as were contained in
the Lease, except that (i) the obligations and liabilities of Successor under
any such new lease shall be subject to the terms and conditions of this
Agreement (including the provisions of Paragraphs 5, 6 and 7 hereof), (ii)
without limiting the generality of clause (i) above, Successor shall in no event
have any obligation or liability to Tenant under any such new lease beyond those
of Landlord as were contained in the Lease (except as expressly provided in this
Agreement), and (iii) the expiration date of such new lease shall coincide with
the then scheduled expiration date of the Lease (but Tenant shall retain any
renewal options contained in the Lease). Tenant shall execute any such new lease
reasonably satisfactory to Tenant, Mortgagee and/or Successor and shall attorn
to Successor so as to establish direct privity between Successor and Tenant.
"Successor" means the person or entity (including without limitation if it
succeeds to the interest of Landlord under the Lease, Mortgagee) acquiring or
succeeding to, the interests of Landlord under the Lease as a result of an
action to foreclose the Mortgage or any other action or proceeding to enforce
the Loan Documents or the taking of a deed in lieu of foreclosure, and such
person's or entity's successors and assigns.

                  5. If the interest of Landlord under the Lease shall be
transferred as a result of an action or proceeding in which Tenant was not named
or joined as a party defendant (or if Tenant is so named or joined, but the
Lease has not been terminated as a result of such action or proceeding), or by
deed in lieu of foreclosure, or by any other means (in each case, whether in
connection with a bankruptcy proceeding or otherwise), and provided that as of
the Ownership Date (as defined herein) (a) Tenant is not in default under the
Lease or hereunder beyond any applicable notice and/or cure periods, (b) the
Lease has not been cancelled or terminated, pursuant to and in accordance with
its terms, by Landlord or Tenant (without regard to whether Landlord or Tenant
is then in default under the Lease), (c) Tenant has not abandoned possession of
all of the Premises (which shall include possession by any Permitted Occupants,
as such term is defined in the Lease), and (d) except as required pursuant to
the Lease, Tenant has not made any advance payment of Fixed Rent (other than for
one month) or Additional Rent, then, in such event:

                           (i) the Lease shall not be terminated or affected
         thereby but shall continue in full force and effect as a direct Lease
         between Tenant and the Successor in accordance with terms of the Lease;

                           (ii) Tenant shall be deemed to have made a full and
         complete attornment to the Successor so as to establish direct privity
         between the Successor and Tenant and the Successor shall be deemed to
         have accepted such attornment. In confirmation thereof, Tenant and the
         Successor shall each execute, acknowledge and deliver within twenty
         (20) days after request any instruments that the other may reasonably
         request from time to time to evidence the foregoing. Mortgagee shall
         have no liability for failure by Successor to so execute or deliver any
         such instruments, so long as Mortgagee is not and does not control
         Successor; and

                           (iii) all obligations of Tenant under the Lease shall
         continue in full force and effect and be enforceable against Tenant by
         the Successor, and all obligations of Landlord under the Lease shall
         continue in full force and effect and be enforceable against the
         Successor by Tenant, subject to the terms of this Agreement.

                  6. (a) Nothing contained in this Agreement shall impose any
obligation upon Mortgagee or Successor to perform any of the obligations of
Landlord under the Lease unless and until Mortgagee or Successor shall acquire
ownership of the Building, and in any event, Mortgagee or Successor shall have
no liability with respect to any acts or omissions of Landlord occurring prior
to the Ownership Date.

                     (b) Notwithstanding anything to the contrary contained
herein, Tenant agrees that the liability of Mortgagee under the Lease and this
Agreement, and all matters pertaining to or arising out of the tenancy and the
use and occupancy of the Premises shall not exceed Mortgagee's interest in the
Building, the Mortgage from time to time (subject to the release under Section
15 hereof relating to foreclosure or deed in lieu of foreclosure), and in no
event shall Tenant make any claim against or seek to impose any personal
liability in excess thereof upon Mortgagee and in no event shall Tenant make any
claim or seek to impose personal liability on Mortgagee's managing and leasing
agents for the Building, Mortgagee's asset manager for the Building, or any
ground lessor of the Building, and each of their respective direct and indirect
partners, officers, shareholders, directors, members, trustees, beneficiaries,
employees, principals, contractors, licensees, invitees, servants, agents and
representatives.

                  7. Tenant hereby agrees that notwithstanding anything to the
contrary in this Agreement or the Lease:

                    (a) No amendment, modification or termination of the Lease
and no surrender of all or any portion of the Premises shall be effective
against Mortgagee unless such amendment, modification, termination or surrender
is consented to in writing by Mortgagee, except for rights of termination
expressly provided for in the Lease;

                    (b) Neither Mortgagee nor Successor shall be bound by any
advance payment of Fixed Rent (other than one month) or Additional Rent to
Landlord except as specifically required in the Lease or expressly approved in
writing by Mortgagee;

                    (c) Except as set forth in Section 6(a) or elsewhere in this
Agreement, neither Mortgagee nor Successor shall be liable for any act or
omission of Landlord, provided that Mortgagee or Successor shall have a
reasonable time after the Ownership Date to remedy any such act or omission
which is continuing after the Ownership Date, in each case with the same force
and effect as if the Lease had originally been made and entered into directly by
and between Mortgagee or Successor, as landlord, and Tenant;

                    (d) Except as expressly set forth herein, neither Mortgagee
nor Successor shall be subject to any offsets, credits, claims, counterclaims or
defenses which Tenant might have against Landlord, or any successor landlord,
under the Lease accruing prior to the Ownership Date, provided that all
abatements, credits and offsets available to Tenant under the express terms of
the Lease, whether accruing before or after the Ownership Date, shall continue
to be effective against Mortgagee or Successor after the Ownership Date;

                    (e) Neither Mortgagee nor Successor shall be bound by any
obligation of Landlord accruing prior to the Ownership Date to make any payment
to Tenant or perform any work under the Lease, except that Mortgagee and
Successor shall be liable for (i) payments and performance required under
Section 6 hereof (subject to the limitations contained in Section 6) and (ii)
the timely return of any security or other deposit actually received by
Mortgagee or Successor and acknowledged in writing by Mortgagee or Successor to
be a security deposit for Tenant;

                    (f) Except as expressly provided in Section 2.3, Section
29.1(e) and Section 36.2(d) of the Lease, (it being understood and agreed that
neither Mortgagee nor Successor shall have liability thereunder only after the
Ownership Date and then subject to the limitations set forth herein) neither
Mortgagee nor Successor shall be required to remove any person occupying the
Premises or any part thereof and shall not be liable for any acts or omissions
of any other tenant, subtenant or other party who may have possession of any
portion of the Premises;

                    (g) Mortgagee shall not be required to apply any monies
received from or for the benefit of Tenant or Landlord to any amount secured by
the Loan Documents, and Mortgagee may, in its sole discretion, apply any such
funds to any amount secured by the Loan Documents or any other obligations due
from Tenant or Landlord, respectively, but such application shall not limit
Mortgagee's obligations under Section 6(a) or 7(e) hereof or its liability under
Section 6(b) hereof; and

                    (h) No assignment of the Lease and no sublease of the
Premises (or any portion thereof) in contravention of the terms of the Lease
shall be effective against Mortgagee unless such assignment or sublease is
consented to in writing by Mortgagee (which consent shall not be unreasonably
withheld or delayed if and to the extent that the Lease expressly provides that
such consent shall not be unreasonably withheld or delayed by Landlord) and, in
any event, no assignment of the Lease and no sublease of the Premises (or any
portion thereof) shall be effective against Mortgagee unless Tenant has given
Mortgagee notice of the same at the same time that Tenant requests Landlord's
consent to such assignment or sublease where such consent is required under the
Lease and otherwise with reasonable promptness following the entering into of
such assignment or sublease.

                  8. Tenant hereby agrees to provide Mortgagee with copies of
all notices sent by Tenant to Landlord alleging a default or breach by Landlord
of its obligations under the Lease, and copies of all documents attached
thereto, concurrently with the giving of such notices to Landlord. In the event
any such asserted default or breach constitutes a basis for the cancellation of
the Lease by Tenant, Tenant hereby agrees that the Lease shall not be cancelled
or terminated until (a) Tenant shall have given notice of such default to
Landlord and Mortgagee as provided in the foregoing sentence, (b) Landlord shall
have failed to cure such default within the cure period with respect thereto set
forth in the Lease, and (c) Mortgagee shall not have remedied such default
within the time provided in the Lease.

                  9. If (i) Landlord, as debtor-in-possession, or any trustee
appointed in a bankruptcy case of Landlord, obtains an order of the Bankruptcy
Court authorizing the rejection of the Lease in accordance with ss.365 of the
Bankruptcy Code, and Tenant elects to retain its rights under the Lease in
accordance with ss.365(h) of the Bankruptcy Code and (ii) Mortgagee or any other
Successor shall acquire title to or control of the Property or of Landlord upon
foreclosure or by the acceptance of a deed in lieu thereof or by any other
means, then, in such event, Mortgagee or any other Successor (as the case may
be) shall enter into a new lease with Tenant upon the same terms and conditions
as were contained in the Lease, except that (x) the obligations and liabilities
of Mortgagee or other Successor (as the case may be) under any such new lease
shall be subject to the terms and conditions of this Agreement, and (y) the
expiration date of such new lease shall coincide with the original expiration
date of the Lease (but Tenant shall retain any renewal options contained in the
Lease). Tenant shall execute any such new lease and shall attorn to Mortgagee or
the other Successor (as the case may be) so as to establish direct privity
between Mortgagee or such other Successor (as the case may be) and Tenant.
Mortgagee shall have no liability for any Successor who fails to comply with
this Section 9 other than a Successor controlled by Mortgagee or which is
Mortgagee.

                  10. Tenant and Landlord hereby agree that, in the event that
Mortgagee delivers to Tenant a notice (a) certifying that an Event of Default
(as defined in the Mortgage) has occurred under the Mortgage, or (b) requesting
that all Fixed Rent and Additional Rent due under the Lease be thereafter paid
to Mortgagee, Tenant shall pay, and is hereby irreversibly and unconditionally
authorized and directed by Landlord to pay, such Fixed Rent and Additional Rent
directly to Mortgagee, and any such payment to Mortgagee shall constitute
payment under the Lease. Delivery to Tenant of such notice from Mortgagee shall
be conclusive evidence that Tenant is obligated to pay such rents to Mortgagee
and payment of the rents by Tenant to Mortgagee pursuant to such notice shall
constitute performance in full of Tenant's obligation under the Lease to pay
Fixed Rent and Additional Rent to Landlord, and Landlord hereby releases Tenant
from any and all liability in connection with such payment of rents by Tenant to
Mortgagee pursuant to this Paragraph 10. If and to the extent that the Lease or
any provision of law shall entitle Tenant to notice of any mortgage, Tenant
acknowledges and agrees that this Agreement shall constitute such notice to
Tenant of the existence of the Mortgage. Tenant acknowledges that it has notice
that the Lease and the rent and all other sums due thereunder have been assigned
to Mortgagee as part of the security for the Loan Documents. The provisions of
Section 291-f of the Real Property Law shall apply to this Agreement and
Tenant's obligations under the Lease.

                  11. All notices, demands or requests made pursuant to, under,
or by virtue of this Agreement shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes when delivered by hand
(against a signed receipt), sent by a nationally recognized courier service, or
sent by registered or certified mail (return receipt requested) and addressed:

                  If to Mortgagee:


                           ----------------------
                           ----------------------
                           ----------------------
                           Attention:

                  with a copy to:

                           Gibson, Dunn & Crutcher LLP
                           200 Park Avenue
                           New York, New York 10166
                           Attention:  Andrew H. Levy, Esq.

                  If to Tenant prior to the date Tenant first occupies the
Premises for the ordinary conduct of business:

                           Debevoise & Plimpton
                           875 Third Avenue
                           New York, New York  10022
                           Attention:  Presiding Partner.

                  with a copy to:

                           Debevoise & Plimpton
                           875 Third Avenue
                           New York, New York  10022
                           Attention:  Director of Administration.

                  If to Tenant after the date Tenant first occupies the Premises
for the ordinary conduct of business:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York  10022
                           Attention:  Presiding Partner

                  with a copy to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York  10022
                           Attention:  Director of Administration

                  If to Landlord:

                           919 Third Avenue Associates L.P.
                           c/o J. P. Morgan Investment Management, Inc.
                           522 Fifth Avenue
                           New York, New York  10036
                           Attention:  Douglas R. Gardiner

                  with a copy to:

                           Schulte Roth & Zabel LLP
                           900 Third Avenue
                           New York, New York 10022
                           Attention:  Robert S. Nash, Esq.

Any person may change the place that notices and demands are to be sent by
written notice delivered in accordance with this Agreement. Notice given by mail
or overnight courier shall be deemed to have been given on the date on which a
receipt therefor is signed or on the date on which the attempted initial
delivery is refused or cannot be made because of a change of address of which
the sending party has not been notified.

                  12. Landlord, by its execution of this Agreement, agrees to be
bound by and to act in accordance with the terms and conditions hereof.

                  13. This Agreement (i) shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to
principles of conflicts of law, (ii) contains the entire agreement among the
parties with respect to the subject matter hereof, and (iii) may not be
modified, nor may any provision hereof be waived, orally or in any manner other
than by an agreement in writing signed by the parties hereto or their respective
successors, administrators and assigns. Whenever the words "include",
"includes", or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation".

                  14. All rights of Mortgagee hereunder shall accrue to, and all
obligations of Mortgagee shall be binding upon, Mortgagee, its successors,
assigns and nominees, including the grantee under a deed in lieu of foreclosure
and/or the purchaser of the Property at a foreclosure sale or at any sale of the
Property following the granting of a deed in lieu of foreclosure or following
foreclosure and including any future mortgagee of the Building; provided,
however, that Mortgagee shall not be liable hereunder and/or in connection with
the Lease to the extent following any sale or other transfer of its interest in
the Property or the Mortgage and related loan documents, the transferee assumes
the obligations and rights arising hereunder and/or under the Lease (and/or any
new Lease). Notwithstanding anything to the contrary in this Agreement,
Mortgagee shall be released from all of its obligations hereunder and/or under
the Lease in the event of a transfer of the Building by foreclosure or deed in
lieu of foreclosure so long as Successor is not Mortgagee or Mortgagee does not
control Successor, or Mortgagee is not the holder of the Mortgage. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the successors, administrators and permitted assigns of Mortgagee, Landlord and
Tenant.

                  IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first above set forth.

             LANDLORD:

                      919 THIRD AVENUE ASSOCIATES L.P.

                      By: J. P. Morgan Investment Management, Inc., as agent


                          By:
                              ------------------------------
                                  Douglas R. Gardiner
                                  Vice President

             TENANT:

                      DEBEVOISE & PLIMPTON

                          By:
                              ------------------------------
                               Name:
                               Partner

             MORTGAGEE:

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

                          By:
                              ------------------------------


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

[Add appropriate acknowledgments]


<PAGE>


                                   Schedule A
                                   ----------

ALL that certain lot, piece or parcel of land and improvements located thereon,
situate, lying and being in the Borough of Manhattan, City, County and State of
New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the northerly side of East
55th Street with the easterly side of Third Avenue;

RUNNING THENCE northerly along the easterly side of Third Avenue, 200 feet 10
inches to the corner formed by the intersection of the easterly side of Third
Avenue with the southerly side of East 56th Street;

THENCE easterly along the southerly side of East 56th Street, 285 feet;

THENCE southerly parallel with the easterly side of Third Avenue and part of the
way through a party wall, 100 feet 5 inches to the center line of the block;

THENCE again easterly and parallel with the southerly side of East 56th Street
and along the center line of the block, 75 feet; THENCE again southerly and
parallel with the easterly side of Third Avenue, 100 feet 5 inches to the
northerly side of 55th Street;

THENCE westerly along the northerly side of East 55th Street, 360 feet to the
point or place of BEGINNING.

Commonly known as 915 and 919 Third Avenue, New York, New York.


<PAGE>


                                   Schedule B
                                   ----------

                                  THE MORTGAGE

Consolidated, Amended and Restated Fee and Leasehold Mortgage in the original
principal sum of $325,000,000 by 919 Fee Associates L.P. and 919 Third Avenue
Associates to NBBRE - 919 Third Avenue Associates, L.P., dated September 21,
1993 and recorded September 23, 1993 in the Office of the City Register, New
York County (the "Register's Office") in Reel 2010, page 0041.