<PAGE>
                                                                  Exhibit 4.3(a)






                          CHEMICAL BANKING CORPORATION


                                       AND


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                                     Trustee







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


                                    Indenture


                            Dated as of April 1, 1987

                              Amended and Restated

                                      as of

                                December 15, 1992


                               ------------------
<PAGE>
                          CHEMICAL NEW YORK CORPORATION
           Reconciliation and tie between Trust Indenture Act of 1939
        and Indenture dated as of April 1, 1987 and Amended and Restated
                             as of December 15, 1992



<TABLE>
<CAPTION>
 Trust Indenture                                                  Indenture
  Act Section                                                     Section
  -----------                                                     --------------
<S>                                                               <C>
Section310(a)(1)   ............................................   8.09
          (a)(2)   ............................................   8.09
          (a)(3)   ............................................   Not applicable
          (a)(4)   ............................................   Not applicable
          (b)      ............................................   8.08, 8.10
Section311(a)      ............................................   8.13(a)
          (b)      ............................................   8.13(b)
Section312(a)      ............................................   6.01, 6.02(a)
          (b)      ............................................   6.02(b)
          (c)      ............................................   6.02(c)
Section313(a)      ............................................   6.04(a)
          (b)      ............................................   6.04(b)
          (c)      ............................................   6.04(c)
          (d)      ............................................   6.04(d)
Section314(a)      ............................................   6.03
          (b)      ............................................   Not applicable
          (c)(1)   ............................................   2.01, 20.05
          (c)(2)   ............................................   2.01, 20.05
          (c)(3)   ............................................   Not applicable
          (d)      ............................................   Not applicable
          (e)      ............................................   20.05
Section315(a)      ............................................   8.01
          (b)      ............................................   7.08
          (c)      ............................................   8.01
          (d)      ............................................   8.01
          (d)(1)   ............................................   8.01(a)
          (d)(2)   ............................................   8.01(b)
          (d)(3)   ............................................   8.01(c)
          (e)      ............................................   7.09
Section316(a)(1)   (A).........................................   7.07
          (a)(1)   (B).........................................   7.07
          (a)(2)   ............................................   Not applicable
          (b)      ............................................   7.04
Section317(a)(1)   ............................................   7.02
          (a)(2)   ............................................   7.02
          (b)      ............................................   13.02
Section318(a)      ............................................   20.07
</TABLE>

----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
ARTICLE ONE DEFINITIONS......................................................  2

      Section 1.01. Definitions..............................................  2

ARTICLE TWO THE SECURITIES..................................................  10

      Section 2.01. Forms of Securities.....................................  10
      Section 2.02. Form of Trustee's Certificate of Authentication.........  12

ARTICLE THREE ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
      EXCHANGE OF SECURITIES................................................  12

      Section 3.01. Title, Amount and Terms of Securities...................  12
      Section 3.02. Denominations, Dates, Interest Payment and Record Dates.  14
      Section 3.03. Execution of Securities.................................  15
      Section 3.04. Exchange and Registration of Transfer of
                    Securities..............................................  15
      Section 3.05. Mutilated, Destroyed, Lost or Stolen Securities.........  17
      Section 3.06. Temporary Securities....................................  18
      Section 3.07. Cancellation of Securities Paid, etc....................  19
      Section 3.08. Computation of Interest.................................  19

ARTICLE FOUR REDEMPTION OF SECURITIES.......................................  19

      Section 4.01. Applicability of This Article...........................  19
      Section 4.02. Election to Redeem; Notice to Trustee...................  19
      Section 4.03. Selection of Securities to Be Redeemed..................  20
      Section 4.04. Notice of Redemption....................................  20
      Section 4.05. Deposit of Redemption Price.............................  21
      Section 4.06. Payment of Securities Called for Redemption.............  21

ARTICLE FIVE PARTICULAR COVENANTS OF THE CORPORATION........................  22

      Section 5.01. To Pay Principal and Interest...........................  22
      Section 5.02. To Maintain Office or Agency............................  22
      Section 5.03. To Fill a Vacancy in the Office of Trustee..............  23
</TABLE>

--------
*    This table of contents shall not, for any purpose, be deemed to be a part
     of the Indenture.
<PAGE>
<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
      Section 5.04. Appointment of Paying Agents and Exchange Agents; Money
                      for Securities Payments to be Set Aside in Trust;
                      Transfer of Moneys Held by Paying Agents..............  23
      Section 5.05. Maintenance of Corporate Existence, Rights and Franchise  24
      Section 5.06. Certificate as to No Default............................  24
      Section 5.07. Limitation on Sale of Stock of the Bank.................  24

ARTICLE SIX SECURITYHOLDERS LISTS AND REPORTS BY THE CORPORATION
      AND THE TRUSTEE.......................................................  25

      Section 6.01. Securityholders Lists...................................  25
      Section 6.02. Preservation and Disclosure of Lists....................  25
      Section 6.03. Reports by the Corporation..............................  27
      Section 6.04. Reports by the Trustee..................................  27

ARTICLE SEVEN EVENTS OF DEFAULT; REMEDIES OF THE TRUSTEE AND
      SECURITYHOLDERS.......................................................  29

      Section 7.01. Events of Default; Remedies.............................  29
      Section 7.02. Payment of Securities on Default; Suit Therefor.........  31
      Section 7.03. Application of Moneys Collected by Trustee..............  33
      Section 7.04. Proceedings by Securityholders..........................  34
      Section 7.05. Proceedings by Trustee..................................  34
      Section 7.06. Remedies Cumulative and Continuing......................  35
      Section 7.07. Direction of Proceedings and Waiver of Defaults by
                       Majority of Securityholders..........................  35
      Section 7.08. Notice of Defaults......................................  36
      Section 7.09. Undertaking to Pay Costs................................  36

ARTICLE EIGHT CONCERNING THE TRUSTEE........................................  37

      Section 8.01. Duties and Responsibilities of Trustee..................  37
      Section 8.02. Reliance on Documents, Opinions, etc....................  38
      Section 8.03. No Responsibilities for Recitals, etc...................  39
      Section 8.04. Trustee, Paying Agent, Exchange Agent or Registrar May
                     Own Securities.........................................  39
      Section 8.05. Moneys to be Held in Trust..............................  39
      Section 8.06. Compensation and Expenses of Trustee....................  39
      Section 8.07. Officers' Certificate as Evidence.......................  40
      Section 8.08. Conflicting Interest of Trustee.........................  40
      Section 8.09. Eligibility of Trustee..................................  40
      Section 8.10. Resignation or Removal of Trustee.......................  40
      Section 8.11. Acceptance by Successor Trustee.........................  41
      Section 8.12. Succession by Merger, etc...............................  43
      Section 8.13. Preferential Collection of Claims Against Corporation...  43
      Section 8.14. Appointment of Authenticating Agent.....................  43
</TABLE>

                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
ARTICLE NINE CONCERNING THE SECURITYHOLDERS.................................  45

      Section 9.01. Action by Securityholders...............................  45
      Section 9.02. Proof of Execution by Securityholders...................  45
      Section 9.03. Who are Deemed Absolute Owners..........................  46
      Section 9.04. Corporation-Owned Securities Disregarded................  46
      Section 9.05. Revocation of Consents; Future Holders Bound............  46

ARTICLE TEN SECURITYHOLDERS' MEETINGS.......................................  47

      Section 10.01. Purposes of Meetings...................................  47
      Section 10.02. Call of Meetings by Trustee............................  47
      Section 10.03. Call of Meetings by Corporation or Securityholders.....  47
      Section 10.04. Qualifications for Voting..............................  48
      Section 10.05. Regulations............................................  48
      Section 10.06. Voting.................................................  48
      Section 10.07. Written Consent in Lieu of Meeting.....................  49

ARTICLE ELEVEN SUPPLEMENTAL INDENTURES......................................  49

      Section 11.01. Supplemental Indentures without Consent of
                       Securityholders......................................  49
      Section 11.02. Supplemental Indentures with Consent of
                       Securityholders......................................  51
      Section 11.03. Compliance with Trust Indenture Act of 1939; Effect of
                       Supplemental Indentures..............................  52
      Section 11.04. Notation on Securities.................................  52
      Section 11.05. Evidence of Compliance of Supplemental Indenture to be
                       Furnished Trustee....................................  52

ARTICLE TWELVE CONSOLIDATION, MERGER AND SALE...............................  53

      Section 12.01. Corporation May Consolidate, etc., on Certain Terms....  53
      Section 12.02. Successor Corporation to be Substituted................  53
      Section 12.03. Opinion of Counsel to be Given Trustee.................  53

ARTICLE THIRTEEN SATISFACTION AND DISCHARGE OF INDENTURE....................  54

      Section 13.01. Discharge of Indenture.................................  54
      Section 13.02. Deposited Moneys to be Held in Trust by Trustee........  55
      Section 13.03. Paying Agent or Exchange Agent to Repay Moneys and
                       Capital Securities Held..............................  55
      Section 13.04. Return of Unclaimed Moneys.............................  55

ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS; STOCKHOLDERS,
      OFFICERS AND DIRECTORS................................................  55

      Section 14.01. Indenture and Securities Solely Corporate Obligations..  55
</TABLE>

                                      iii
<PAGE>
<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
ARTICLE FIFTEEN SINKING FUNDS...............................................  56

      Section 15.01. General................................................  56
      Section 15.02. Satisfaction of Sinking Fund Payments with Securities..  56
      Section 15.03. Redemption of Securities for Sinking Fund..............  56

ARTICLE SIXTEEN SUBORDINATION OF THE SECURITIES.............................  57

      Section 16.01. Agreement that the Securities be Subordinated to
                        the Extent Provided.................................  57
      Section 16.02. Corporation Not to Make Payments with Respect to
                        Securities in Certain Circumstances.................  57
      Section 16.03. Securities Subordinated to Prior Payment of All Senior
                        Indebtedness on Dissolution, Liquidation or
                        Reorganization of the Corporation...................  57
      Section 16.04. Post-Amendment Securities Subordinated to Prior Payment
                        of All Additional Senior Obligations on Dissolution,
                        Liquidation or Reorganization of the Corporation....  58
      Section 16.05. Obligation of the Corporation to Give Prompt Notice to
                        Trustee; Trustee and Holders of Securities May
                        Rely on Certificate of Liquidating Agent; Trustee May
                        Require Further Evidence as to Ownership of Senior
                        Indebtedness and Additional Senior Obligations......  60
      Section 16.06. Obligation of the Corporation Unconditional............  61
      Section 16.07. No Fiduciary Duty to Holders of Senior Indebtedness or
                        Additional Senior Obligations.......................  61
      Section 16.08. Notice to Trustee of Facts Prohibiting Payments........  61
      Section 16.09. Application by Trustee of Moneys Deposited with It.....  62
      Section 16.10. Subordination Rights Not Impaired by Acts or Omissions
                        of the Corporation or Holders of Senior Indebtedness
                        or Additional Senior Obligations....................  62
      Section 16.11. Authorization of Trustees to Effectuate Subordination
                        of the Securities...................................  62
      Section 16.12. Right of Trustee to Hold Senior Indebtedness or
                        Additional Senior Obligations.......................  62
      Section 16.13. Article Sixteen Not to Prevent Defaults................  63

ARTICLE SEVENTEEN EXCHANGE OF CAPITAL SECURITIES FOR SECURITIES.............  63

      Section 17.01. Applicability of Article...............................  63
      Section 17.02. Exchange of Capital Securities.........................  63
      Section 17.03. Evidence of Exchange...................................  64
      Section 17.04. Notices of Exchange....................................  64
      Section 17.05. Rights and Duties of Holders of Securities to be
                        Exchanged for Capital Securities....................  66
      Section 17.06. Deposit of Exchange Price..............................  67
      Section 17.07. Securities Due on Exchange Date; Securities Exchanged
                        in Part.............................................  67
      Section 17.08. Form of Capital Securities Election Form...............  68
</TABLE>
                                       iv
<PAGE>
<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
      Section 17.09. Covenants of the Corporation...........................  69
      Section 17.10. Revocation of Obligation to Exchange Capital Securities
                        for Securities......................................  70
      Section 17.11. Provision in Case of Consolidation, Merger or Transfer
                        of Assets...........................................  71
      Section 17.12. Responsibility of Trustee..............................  71

ARTICLE EIGHTEEN DESIGNATED PROCEEDS........................................  71

      Section 18.01. Sale or Issuance of Capital Securities to Generate
                        Designated Proceeds.................................  71
      Section 18.02. Optional Redemption Using Designated Proceeds..........  72
      Section 18.03. Officers' Certificates as to Designated Proceeds.......  72

ARTICLE NINETEEN CONVERSION OF SECURITIES...................................  72

      Section 19.01. General................................................  72
      Section 19.02. Right to Convert.......................................  72
      Section 19.03. Manner of Exercise of Conversion Privilege; Delivery
                        of Common Stock; No Adjustment for Interest or
                        Dividends...........................................  73
      Section 19.04. Cash Payments in Lieu of Fractional Shares.............  74
      Section 19.05. Conversion Price Adjustments; Effect of
                        Reclassifications, Mergers, Consolidations and Sales
                        of Assets...........................................  74
      Section 19.06. Taxes on Shares Issued.................................  78
      Section 19.07. Shares to be Fully Paid; Compliance with Governmental
                        Requirements; Listing of Common Stock...............  78
      Section 19.08. Responsibility of Trustee..............................  79
      Section 19.09. Covenant to Reserve Shares.............................  79
      Section 19.10. Other Conversions......................................  79

ARTICLE TWENTY MISCELLANEOUS PROVISIONS.....................................  79

      Section 20.01. Provisions Binding on Corporation's Successors.........  79
      Section 20.02. Official Acts by Successor Corporation.................  79
      Section 20.03. Addresses for Notices, etc.............................  80
      Section 20.04. New York Contract......................................  80
      Section 20.05. Evidence of Compliance with Conditions Precedent.......  80
      Section 20.06. Legal Holidays.........................................  80
      Section 20.07. Trust Indenture Act to Control.........................  80
      Section 20.08. Table of Contents, Headings, etc.......................  81
      Section 20.09. Execution in Counterparts..............................  81
      Section 20.10. Securities Denominated in Foreign Currencies...........  81
</TABLE>

                                       v
<PAGE>
     THIS INDENTURE, dated as of April 1, 1987, and amended and restated as of
December 15, 1992, between CHEMICAL BANKING CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter
sometimes called the "Corporation"), and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, a corporation duly organized and existing under the laws of the State of
New York, as Trustee hereunder (hereinafter sometimes called the "Trustee"),


                                  WITNESSETH:


     WHEREAS, the Corporation has duly authorized the issue of its Securities
from time to time in separate series and, to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered, the
Corporation entered into the Indenture dated as of April 1, 1987 between the
Corporation and the Trustee (the "Original Indenture");

     WHEREAS, the Original Indenture was amended by the First Supplemental
Indenture dated as of October 27, 1988 (the "First Supplemental Indenture");

     WHEREAS, the Original Indenture, as amended by the First Supplemental
Indenture, is hereby amended and restated (A) to reflect the First Supplemental
Indenture and (B) to (i) enable the Post-Amendment Securities issued hereunder
to qualify as Tier II capital under the applicable regulations and
classifications issued by the Primary Federal Regulator of the Corporation, (ii)
reflect certain amendments to the Trust Indenture Act of 1939 enacted by the
Trust Indenture Reform Act of 1990, (iii) provide that Securities of a series
that so permits may be converted into shares of Common Stock or other securities
of the Corporation in accordance with the terms of such series and (iv) provide
that Securities may be issued in the form of Global Securities; and

     WHEREAS, all acts and things necessary to constitute this Indenture a valid
agreement according to its terms have been done and performed, and the execution
and delivery of this Indenture have in all respects been duly authorized, and
the Corporation proposes to do all acts and things necessary to make the
Securities, when executed by the Corporation and authenticated and delivered by
the Trustee, as in this Indenture provided, and issued, the valid, binding and
legal obligations of the Corporation;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Securities by the holders
thereof, the Corporation covenants and agrees with the Trustee for the equal and
proportionate benefit, except as otherwise expressly provided in this Indenture,
of the respective holders from time to time of the Securities as follows:
<PAGE>
                                                                               2

                                  ARTICLE ONE.
                                  DEFINITIONS.

     Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939 or which are by reference therein defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.

Additional Senior Obligations:

     The term "Additional Senior Obligations" shall mean, whether outstanding on
the date of execution of this Indenture or thereafter created, assumed or
incurred, all indebtedness of the Corporation for claims in respect to
derivative products such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements, provided, however, that Additional
Senior Obligations shall not include claims in respect of Senior Indebtedness or
obligations which, by their terms, are expressly stated (x) to be not superior
in right of payment to the Post-Amendment Securities or (y) to rank pari passu
in right of payment with the Post-Amendment Securities. For purposes of this
definition, "claim" shall have the meaning assigned thereto in Section 101(4) of
the Bankruptcy Code of 1978, as amended and in effect on the date of execution
of this Indenture.

Assets:

     The term "Assets" shall have the meaning set forth in Section
19.05(a)(iii).

Authenticating Agent:

     The term "Authenticating Agent" shall mean, with respect to the Securities
of any series, any Person or Persons authorized by the Trustee to act on behalf
of the Trustee to authenticate Securities of such series.

Authorized Newspaper:

     The term "Authorized Newspaper" shall mean a newspaper of general
circulation in The City of New York, printed in the English language and
customarily published on each Business Day therein.

Bank:

     The term "Bank" shall mean Chemical Bank, a banking corporation duly
organized and existing under the laws of the State of New York, and any
successor thereto.
<PAGE>
                                                                               3



Board of Directors:

     The term "Board of Directors" shall mean the Board of Directors of the
Corporation or any duly authorized committee of such Board of Directors or any
directors and officers of the Corporation to whom such Board of Directors or
such committee shall have duly delegated its authority to act hereunder.

Board Resolution:

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

Business Day:

     The term "business day" shall mean any day which is not a Saturday or
Sunday or a day on which banking institutions generally in The City of New York
are authorized or required by law or executive order to be closed.

Capital Securities:

     The term "Capital Securities" shall mean any securities issued by the
Corporation which consist of any one of the following: (i) Common Stock, (ii)
Perpetual Preferred Stock, or (iii)other securities of the Corporation; provided
that, in the case of securities referred to under (iii), the Corporation's
Primary Federal Regulator permits the exchange of such securities in payment
for, or the proceeds from the sale of such securities to be applied to the
retirement of, obligations such as Securities of any series exchangeable for
Capital Securities. Capital Securities may have such terms, rights and
preferences as may be determined by the Corporation.

Capital Securities Election Form:

     The term "Capital Securities Election Form" shall mean a form substantially
in the form included in Section 17.08.

Cash Election Holders:

     The term "Cash Election Holders" shall mean, with respect to any series of
Securities, holders who have elected or are deemed to have elected, in
accordance with the provisions of Article Seventeen, to receive on any Exchange
Date with respect to such series of Securities cash in payment of such holder's
Securities from amounts representing Designated Proceeds or from the proceeds of
a Secondary Offering instead of Capital Securities.

Common Stock:

     The term "Common Stock" shall mean any stock of any class of the
Corporation which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or
<PAGE>
                                                                               4


involuntary liquidation, dissolution or winding up of the Corporation and which
is not subject to redemption by the Corporation and includes the common stock,
$1 par value per share, of the Corporation as the same exists at the date of
this Indenture or as such stock may be constituted from time to time.

Conversion Price:

     The term "Conversion Price" shall mean, with respect to any series of
Securities which are convertible into Common Stock, the price per share of
Common Stock at which the Securities of such series are so convertible as set
forth in the Board Resolution with respect to such series (or in any
supplemental indenture entered into pursuant to Section 11.01(h) with respect to
such series), as the same may be adjusted from time to time in accordance with
Section 19.05 (or such supplemental indenture pursuant to Section 19.01).

Corporation:

     The term "Corporation" shall mean Chemical Banking Corporation, a Delaware
corporation, and subject to the provisions of Article Twelve shall include its
successors and assigns.

Default:

     The term "Default" shall have the meaning set forth in Section 7.02.

Depositary:

     The term "Depositary" shall mean, with respect to the Securities of any
series issuable in the form of one or more Global Securities, the Person (which
shall be a clearing agency registered under the Securities Exchange Act of 1934,
as amended) designated by the Corporation as Depositary with respect to the
Securities of that series pursuant to Section 3.01, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter the term "Depositary" shall mean or include each Person who is
then a Depositary hereunder with respect to the Securities of that series.

Designated Proceeds:

     The term "Designated Proceeds" shall mean, with respect to Securities of a
series, subject to the proviso below, such amounts, if any, as the Corporation,
at its option, has, in accordance with and within the meaning of applicable
regulations or other criteria of the Corporation's Primary Federal Regulator,
dedicated to the retirement or redemption of the Securities of such series and
which represent only (i) the net proceeds from the sale of Capital Securities
for cash, (ii) funds equal to the market value (as determined by the
Corporation) of Capital Securities sold in exchange for other property or issued
to finance acquisitions, including acquisitions of business entities, less the
expenses incurred to effect such exchange or issuance, and (iii) other funds
which the regulations or other criteria of the Corporation's Primary Federal
Regulator then permit to be used for the retirement or redemption of the
Securities of such series; provided,
<PAGE>
                                       5


however, that (x) in the case of funds referred to in clauses (i) and (ii), the
Corporation has denominated such proceeds or funds as Designated Proceeds on its
books and records in the manner required by its Primary Federal Regulator and
(y) there shall be deducted from Designated Proceeds an amount equal to any
Designated Proceeds used to repay or redeem a series of Securities.

Discounted Security:

     The term "Discounted Security" shall mean any Security which provides for
an amount (excluding any amounts attributable to accrued but unpaid interest
thereon) less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 7.01.

Event of Default:

     The term "Event of Default" shall mean, when used with respect to the
Securities of any series, any event specified in Section 7.01, continued for the
period of time, if any, and after the giving of the notice, if any, therein
designated.

Excess Proceeds:

     The term "Excess Proceeds" shall have the meaning set forth in the second
paragraph of Section 16.04.

Exchange Agent:

     The term "Exchange Agent", when used with respect to the Securities of any
series, shall mean the Person or Persons appointed by the Corporation to give
notices and to exchange Securities of such series for Capital Securities as
specified in Article Seventeen.

Exchange Date:

     The term "Exchange Date", when used with respect to the Securities of any
series, shall mean any date on which such Securities are to be exchanged for
Capital Securities pursuant to Article Seventeen.

Exchange Price:

     The term "Exchange Price", when used with respect to any Security of any
series to be exchanged for Capital Securities, shall mean the amount of Capital
Securities for which such Security is to be exchanged pursuant to the terms
thereof and this Indenture or the aggregate sale price of such Capital
Securities in the Secondary Offering for the account of the holder of such
Security, as the case may be.

Federal Bankruptcy Act:

     The term "Federal Bankruptcy Act" shall mean Title 11 of the United States
Code.
<PAGE>
                                                                               6



Global Security or Global Securities:

     The term "Global Security" or "Global Securities" shall mean a Security or
Securities evidencing all or part of a series of Securities which is issued to
the Depositary or its nominee for such series and is registered in the name of
the Depositary or its nominee.

Indenture:

     The term "Indenture" shall mean this instrument as amended and restated as
of the date hereof, and if further amended or supplemented as herein provided,
as so further amended or supplemented, and shall include the form and terms of
each particular series of Securities established in accordance with Section
3.01.

Market Value:

     The term "Market Value" shall mean, with respect to any Capital Securities
issued on any Exchange Date in exchange for Securities of any series, if there
is a Secondary Offering, the sales price of such Capital Securities as are sold
in the Secondary Offering, which price may be determined up to ten Business
Days, and not less than 3 Business Days, prior to the Exchange Date. In the
event no such Secondary Offering takes place, the term "Market Value" shall
mean, with respect to such Capital Securities, the fair value of such Capital
Securities on the relevant Exchange Date as determined by three independent
nationally recognized investment banking firms selected by the Corporation.

NASDAQ:

     The term "NASDAQ" shall have the meaning set forth in Section 19.05(a)(v).

Officers' Certificate:

     The term "Officers' Certificate", when used with respect to the
Corporation, shall mean a certificate signed by the Chairman of the Board, the
President, a Vice Chairman of the Board, the Chief Financial Officer or the
Treasurer of the Corporation (or any other officer identified by any of the
foregoing officers in an Officers' Certificate to be an executive officer of the
Corporation) and the Secretary, an Assistant Secretary or the Controller of the
Corporation. Each such certificate shall include the statements provided for in
Section 20.05 if and to the extent required by the provisions of such Section.

Opinion of Counsel:

     The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or of counsel to the Corporation, or
who may be other counsel satisfactory to the Trustee. Each such opinion shall
include the statements provided for in Section 20.05 if and to the extent
required by the provisions of such Section.
<PAGE>
                                                                               7



Outstanding:

     The term "Outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 9.04, mean, as of any particular time, all
Securities theretofore authenticated and delivered by the Trustee under this
Indenture, except:

          (i) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii) Securities for whose payment, redemption or exchange money or
     Capital Securities, as the case may be, in the necessary amounts shall have
     been deposited in trust with the Trustee or with any paying agent or
     Exchange Agent (other than the Corporation) or shall have been set aside
     and segregated in trust by the Corporation (if the Corporation shall act as
     its own paying agent or Exchange Agent) for holders of such Securities;
     provided that, if such Securities are to be redeemed, notice of such
     redemption has been duly given pursuant to this Indenture or provision
     therefor satisfactory to the Trustee has been made and provided further,
     that if such Securities are being exchanged for Capital Securities, the
     Exchange Date has occurred;

          (iii) Securities held by the Exchange Agent after exchange for Capital
     Securities pursuant to Article Seventeen or Securities converted into
     shares of Common Stock, securities or other property pursuant to Article
     Nineteen; and

          (iv) Securities in lieu of or in substitution for which other
     Securities shall have been authenticated and delivered pursuant to the
     terms of Section 3.05, or which shall have been paid pursuant thereto,
     unless proof satisfactory to the Trustee is presented that any such
     Securities are held by any person in whose hands any such Securities are
     legal, valid and binding obligations of the Corporation.

In determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discounted
Security shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 7.01.

Perpetual Preferred Stock:

     The term "Perpetual Preferred Stock" shall mean any stock of any class or
series of the Corporation which has a preference over Common Stock in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and which is not
mandatorily redeemable or repayable by the Corporation, or redeemable or
repayable at the option of the holder of such stock, otherwise than in shares of
Common Stock or Perpetual Preferred Stock of another class or series or with the
proceeds of the sale of Common Stock or Perpetual Preferred Stock.
<PAGE>
                                                                               8



Person:

     The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

Post-Amendment Securities:

     The term "Post-Amendment Securities" shall mean any Securities originally
issued under this Indenture on or after December 15, 1992.

Pre-Amendment Securities:

     The term "Pre-Amendment Securities" shall mean any Securities originally
issued under this Indenture prior to December 15, 1992.

Primary Federal Regulator:

     The term "Primary Federal Regulator" shall mean the Corporation's primary
federal banking regulator (which at the date of this Indenture is the Board of
Governors of the Federal Reserve System), or any successor body or institution
performing substantially the same regulatory function with respect to the
Corporation and the adequacy of its capital as said Board of Governors performs
on the date hereof.

Principal Office of the Trustee:

     The term "principal office of the Trustee" or any other similar term shall
mean the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of the
execution of this Indenture is located at 60 Wall Street, New York, NY 10260.

Responsible Officer:

     The term "Responsible Officer", when used with respect to the Trustee,
shall mean any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

Secondary Offering:

     The term "Secondary Offering", when used with respect to the Securities of
any series, shall mean the offering and sale by the Corporation of Capital
Securities for the account of holders of Securities of such series who elect to
receive cash and not Capital Securities on any Exchange Date.
<PAGE>
                                                                               9



Security or Securities:

     The term "Security" or "Securities" shall mean any unsecured subordinated
debt security or unsecured subordinated debt securities (including any Global
Security or Global Securities), as the case may be, authenticated and delivered
under this Indenture.

Securityholder:

     The term "Securityholder" or "holder of Securities", or other similar
terms, shall mean any Person in whose name at the time a particular Security is
registered on the books of the Corporation kept for that purpose in accordance
with the terms hereof.

Senior Indebtedness:

     The term "Senior Indebtedness" shall mean the principal of and premium, if
any, and interest on (i) all indebtedness of the Corporation for money borrowed,
whether outstanding on the date of execution of this Indenture or thereafter
created, assumed or incurred, except (x) Securities (whether outstanding on
December 15, 1992 or thereafter issued under this Indenture), (y) the
Corporation's 10-1/2% Subordinated Capital Notes Due 2000, the Corporation's
9-3/4% Subordinated Capital Notes due 1999, the Corporation's Floating Rate
Subordinated Capital Notes due 1997, the Corporation's Floating Rate
Subordinated Capital Notes Due 1999, the Corporation's Floating Rate
Subordinated Notes due 1996, the Corporation's 8-1/2% Subordinated Notes Due
2002, the Corporation's 8-5/8% Subordinated Debentures due 2002, the
Corporation's 8-1/8% Subordinated Notes Due 2002, the Corporation's 10-3/8%
Subordinated Notes Due 1999, the Corporation's Floating Rate Subordinated Notes
Due 1998, the Corporation's Floating Rate Subordinated Notes Due 1997, the
Corporation's Floating Rate Subordinated Capital Notes Due 1998, the
Corporation's 8.50% Subordinated Capital Notes Due 1999, the Corporation's
Floating Rate Subordinated Notes Due 1996, the Corporation's Guaranteed Floating
Rate Subordinated Notes Due 1996, each of which ranks pari passu in right of
payment with the Securities, subject to the subordination provisions set forth
in Article Sixteen, and (z) such other indebtedness of the Corporation as is by
its terms expressly stated to be not superior in right of payment to the
Securities or to rank pari passu in right of payment with the Securities, and
(ii) any deferrals, renewals or extensions of any such Senior Indebtedness. The
term "indebtedness of the Corporation for money borrowed" means any obligation
of, or any obligation guaranteed by, the Corporation for the repayment of money
borrowed, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for payment of the purchase price of
property or assets.

Series:

     The term "series" when used with respect to the Securities shall mean all
Securities bearing the same title established pursuant to Section 3.01.
<PAGE>
                                                                              10


Time of Determination:

     The term "Time of Determination" shall have the meaning set forth in
Section 19.05(a)(v).

Trading Day:

     The term "Trading Day" shall have the meaning set forth in Section
19.05(a)(v).

Trustee:

     The term "Trustee" shall mean Morgan Guaranty Trust Company of New York
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean or include
each Trustee which is then a Trustee hereunder, and if at any time there is more
than one such Trustee, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

Trust Indenture Act of 1939:

     The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939, as amended, as it was in force on the date of this Indenture, except as
provided in Section 11.03.

Yield to Maturity:

     The term "Yield to Maturity", when used with respect to any Discounted
Security, shall mean the yield to maturity, if any, set forth on the face of
such Security.

                                  ARTICLE TWO
                                 THE SECURITIES.

     Section 2.01. Forms of Securities. The Securities shall be in such form or
forms (including global form) as shall be established by or pursuant to a Board
Resolution, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto and may have such letters,
numbers or other marks of identification and such legends or endorsements
imprinted thereon as the officers executing the same may approve (execution
thereof to be conclusive evidence of such approval).

     Prior to the first delivery of Securities of any series in any such form to
the Trustee for authentication, the Corporation shall deliver to the Trustee the
following:

          (1) The Board Resolution or Board Resolutions by or pursuant to which
     the form or forms of such Securities have been approved and the Board
     Resolution or Board Resolutions establishing the terms of such Securities
     or authorizing officers or directors of the Corporation to establish such
     terms;
<PAGE>
                                                                              11



          (2) An Officers' Certificate delivered to the Trustee, stating that
     all conditions precedent provided for in this Indenture relating to the
     authentication and delivery of Securities in such form have been complied
     with; and

          (3) An Opinion of Counsel stating that the form or forms of such
     Securities have been approved by or pursuant to a Board Resolution or Board
     Resolutions in conformity with the provisions of the Indenture; that a
     Board Resolution or Board Resolutions establishing the terms of such
     Securities or authorizing officers or directors of the Corporation to
     establish such terms have been duly adopted by the Board of Directors; and
     that when the terms, if any, of such Securities not established by such
     Board Resolution or Board Resolutions have been established in accordance
     with the authority conferred thereby and Securities in such approved form
     or forms have been completed by appropriate insertions and executed and
     delivered by the Corporation to the Trustee for authentication in
     accordance with this Indenture, authenticated and delivered by the Trustee
     in accordance with this Indenture within the authorization as to aggregate
     principal amount established from time to time by the Board of Directors
     and sold in the manner specified in such Opinion of Counsel, such
     Securities will be legal, valid and binding obligations of the Corporation
     entitled to the benefits of this Indenture, subject to applicable
     bankruptcy, reorganization, insolvency and other similar laws generally
     affecting creditors' rights, to general equitable principles and to such
     other qualifications as such counsel shall conclude do not materially
     affect the rights of holders of such Securities.

After any such first delivery, any separate request by the Corporation that the
Trustee authenticate Securities of such series for original issue will be deemed
to be a certification by the Corporation that all conditions precedent provided
for in this Indenture relating to the authentication and delivery of such
Securities continue to be complied with.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section 2.01 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or Responsible Officers shall determine that such action
would expose the Trustee to personal liability to existing Securityholders.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing the
same (execution thereof to be conclusive evidence of such approval).

     Any Global Security issued hereunder shall bear a legend substantially to
the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT 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
OR BY THE DEPOSITARY OR ANY SUCH
<PAGE>
                                                                              12


NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY," or
to such effect as shall be required by the Depositary.

     Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

         This is one of the Securities issued under the Indenture described
herein.

                                          MORGAN GUARANTY TRUST COMPANY
                                             OF NEW YORK, AS TRUSTEE


                                          BY_____________________________
                                                AUTHORIZED OFFICER



                                 ARTICLE THREE

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES.


     Section 3.01. Title, Amount and Terms of Securities. The aggregate
principal amount of Securities which may be authenticated and delivered and
outstanding under this Indenture is not limited. The Securities may be issued in
an aggregate principal amount up to the aggregate principal amount of Securities
from time to time authorized by or pursuant to Board Resolutions.

     The Securities may be issued in one or more series, each of which shall be
issued by or pursuant to a Board Resolution. With respect to any particular
series of Securities, there shall be established by or pursuant to a Board
Resolution and set forth (or the manner of determination set forth) in an
Officers' Certificate:

          (1) the title of the Securities of that series (which shall
     distinguish the Securities of that series from Securities of all other
     series);

          (2) any limit upon the aggregate principal amount of the Securities of
     that series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of that
     series pursuant to Section 3.04, 3.05, 3.06, 4.06, 11.04, 17.07 or 19.03);

          (3) the date or dates on which the principal of the Securities of that
     series is payable;

          (4) the rate or rates, or the method to be used in ascertaining the
     rate or rates, at which the Securities of that series shall bear interest
     (if any), the date or dates from which such interest shall accrue, the
     interest payment dates on which such interest shall be payable and the
     record date for the interest payable on any interest payment date;
<PAGE>
                                                                              13



          (5) the place or places where the principal of (and premium, if any)
     and interest, if any, on Securities of that series shall be payable;

          (6) if applicable, the period or periods within which, the price or
     prices at which and the terms and conditions upon which Securities of that
     series may be redeemed, in whole or in part, at the option of the
     Corporation;

          (7) the obligation, if any, of the Corporation to redeem or purchase
     Securities of that series pursuant to any sinking fund or analogous
     provisions or at the option of a holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of that series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (8) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of that series shall be
     issuable;

          (9) if other than the principal amount thereof, the portion of the
     principal amount of Securities of that series which shall be payable upon a
     declaration of acceleration of the maturity thereof pursuant to Section
     7.01;

          (10) if applicable, the place or places at which, the period or
     periods within which, the price or prices at which and the terms and
     conditions, if any, upon which Securities of that series shall be
     exchangeable for Capital Securities of the Corporation, which terms and
     conditions shall not be inconsistent with Article Seventeen;

          (11) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency (which may be a composite currency) in
     which payment of the principal of (and premium, if any) and interest, if
     any, on the Securities of that series shall be payable;

          (12) if the principal of (and premium, if any) or interest, if any, on
     the Securities of that series are to be payable, at the election of the
     Corporation or a holder thereof, in a coin or currency (including a
     composite currency) other than that in which the Securities would be
     payable but for such election, the period or periods within which, and the
     terms and conditions upon which, such election may be made;

          (13) if the amounts of principal (and premium, if any) or interest, if
     any, payable with respect to the Securities of the series are to be
     determined with reference to an index based on any currency (including a
     composite currency) the manner in which such amounts shall be determined;

          (14) if the Securities of that series are convertible into or
     exchangeable for other securities of the Corporation, the terms upon which
     the Securities of that series shall be convertible into or exchangeable for
     such other securities;
<PAGE>
                                                                              14



          (15) if the Securities of that series are convertible into Common
     Stock, the Conversion Price therefor, the period during which such
     Securities are convertible and any terms and conditions for the conversion
     of such Securities which differ from Article Nineteen;

          (16) whether the Securities of that series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depositary for such Global Security or Global Securities, and the terms and
     conditions, if any, upon which such Global Security or Global Securities
     may be exchanged in whole or in part for other individual Securities; and

          (17) any other terms of that series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     The Pre-Amendment Securities shall be subordinate and junior in right of
payment to Senior Indebtedness and the Post-Amendment Securities shall be
subordinate and junior in right of payment to Senior Indebtedness and, in
certain circumstances, to Additional Senior Obligations, as provided in Article
Sixteen.

     All Securities of any particular series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution relating thereto and set forth (or the manner of
determination set forth) in an Officers' Certificate.

     Section 3.02. Denominations, Dates, Interest Payment and Record Dates. In
the absence of any provision to the contrary in the form of Security of any
particular series, the Securities shall be issuable as registered Securities
without coupons in the denominations of $1,000 and any multiple of $1,000. Every
Security shall be dated the date of its authentication and shall bear interest,
if any, from the date specified in or pursuant to the Board Resolution
authorizing the issuance thereof.

     The Person in whose name any Security is registered at the close of
business on any record date (as hereinafter in this Section 3.02 defined) with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date notwithstanding the cancellation of such
Security upon any registration of transfer or exchange subsequent to the record
date and prior to such interest payment date; provided, however, that if and to
the extent the Corporation shall default in the payment of the interest due on
such interest payment date, such defaulted interest shall be paid to the Persons
in whose names outstanding Securities are registered at the close of business on
a subsequent record date established by notice given by mail by or on behalf of
the Corporation to the holders of Securities not less than 15 days preceding
such subsequent record date, such record date to be not less than five days
preceding the date of payment of such defaulted interest. As used in this
Section 3.02, the term "record date" for the interest payable on any Security on
any interest payment date (except a date for payment of defaulted interest)
shall mean the date, if any, specified in such Security as the "record date" for
the interest payable on such Security on any interest payment date for such
Security (except a date for payment of defaulted interest on such Security).
<PAGE>
                                                                              15



     Except as otherwise specified as contemplated in Section 3.01 for
Securities of any series, if any Security of any series is exchanged for Capital
Securities after any record date and on or prior to the next succeeding interest
payment date for such series (other than any Security whose maturity is prior to
such interest payment date), interest due on such interest payment date shall be
paid by the Corporation on such interest payment date notwithstanding such
exchange, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name the Security is registered at the
close of business on such record date.

     Section 3.03. Execution of Securities. The Securities shall be signed in
facsimile in the name and on behalf of the Corporation by the Chairman of the
Board, the President, a Vice Chairman of the Board or the Chief Financial
Officer (or any other officer certified by any of the foregoing officers in an
Officers' Certificate to be an executive officer of the Corporation), under its
corporate seal (which may be printed, engraved or otherwise reproduced thereon,
by facsimile or otherwise), attested by its Secretary or an Assistant Secretary.
Only such Securities as shall bear thereon a certificate of authentication
substantially in the form set forth in Section 2.02, executed by the Trustee, or
Section 8.14, executed by the Authenticating Agent, if any, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Corporation shall
be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

     In case any officer of the Corporation who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Corporation, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Corporation; and any Security may be signed on behalf of the
Corporation by such Persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Corporation, although at the date
of the execution of this Indenture any such Person was not such an officer.

     Section 3.04. Exchange and Registration of Transfer of Securities.
Securities of any series (except for Global Securities) may be exchanged for an
equal aggregate principal amount of Securities of other authorized denominations
of the same series of like tenor. Securities to be exchanged shall be
surrendered at the office or agency to maintained by the Corporation for such
purpose in the Borough of Manhattan, The City of New York, as provided in
Section 5.02, and the Corporation shall execute and register and the Trustee
shall authenticate and deliver in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive.

     The Corporation shall keep, at said office or agency, a register in which,
subject to such reasonable regulations as it may prescribe, the Corporation
shall provide for registration of Securities and registration of transfers of
Securities as in this Article Three provided. Such register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times such register shall be open for
inspection by the Trustee and the Corporation. The Bank is hereby appointed
Security registrar for the purpose of registering Securities and registering the
transfers of Securities as herein provided.
<PAGE>
                                       16


Upon due presentment for registration of transfer of any Security of a
particular series at such office or agency and compliance in full with the
conditions of this Section 3.04, the Corporation shall execute and register and
the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the legal, valid and binding obligations of the Corporation,
evidencing the same debt and entitled to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

     During the period of 15 days preceding any date for payment of principal of
or interest on Securities of a series, the Corporation shall not be required to
register the transfer of or to exchange any Securities of such series. In
addition, the Corporation shall not be required (i) to register the transfer of
or to exchange any Securities of a series for a period of 15 days immediately
preceding any date fixed for any selection of Securities of such series to be
redeemed or to be exchanged for Capital Securities, and (ii) to register the
transfer of or to exchange any Securities of a series, or portion thereof,
selected for redemption or for exchange for Capital Securities, except the
unredeemed or unexchanged portion of any Security being redeemed or exchanged in
part.

     All Securities presented for registration of transfer or for exchange or
payment shall (if so required by the Corporation or the Security registrar) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Corporation and the Security registrar duly
executed by, the holder or his attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer of Securities, but the Corporation or the Security registrar may
(except as otherwise provided in Sections 3.06, 4.06, 11.04 and 17.07) required
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

     Notwithstanding any other provision of this Section 3.04, unless and until
it is exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.
Unless otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities evidenced in whole or in part by a Global Security, the
Depositary may not sell, assign, transfer or otherwise convey any beneficial
interest in a Global Security evidencing all or part of the Securities of such
series unless such beneficial interest is in an amount equal to an authorized
denomination for Securities of such series.

      If at any time the Depositary for the Securities of a series notifies the
Corporation that it is unwilling or unable to continue as a Depositary for the
Securities of such series or if at any time the Depositary for Securities of a
series shall no longer be registered or in good standing
<PAGE>
                                       17


under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, the Corporation shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Corporation within 90 days
after the Corporation receives such notice or becomes aware of such condition,
the Corporation will execute, and the Trustee, upon the written request or
authorization of any officer of the Corporation, will authenticate and deliver
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Global Securities
representing Securities of such series in exchange for such Global Security or
Global Securities.

     In the event that (i) the Corporation at any time and in its sole
discretion determines that the Securities of any series issued in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Global Securities or (ii) there shall have occurred and be
continuing an Event of Default or an event which, with the giving of notice or
lapse of time or both, would constitute an Event of Default with respect to the
Securities of any series, the Corporation will execute, and the Trustee, upon
the written request or authorization of any officer of the Corporation, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Global Securities representing such series in exchange for such Global
Security or Global Securities.

     If so established pursuant to Section 3.01 with respect to Securities of
any series, the Depositary for such series of Securities may surrender a Global
Security for such series of Securities in exchange, in whole or in part, for
Securities of such series in definitive form on such terms as are acceptable to
the Corporation and such Depositary. Thereupon, the Corporation shall execute
and the Trustee shall authenticate and deliver, without charge,

          (i) to each Person specified by the Depositary, a new Security or
     Securities of the same series in definitive form in an aggregate principal
     amount equal to and in exchange for such Person's beneficial interest in
     the surrendered Global Security; and

          (ii) to the Depositary, a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities of such
     series delivered in definitive form to Securityholders pursuant to clause
     (i) above.

     Upon the exchange of a Global Security or Global Securities for Securities
of such series in definitive form, such Global Security shall be cancelled by
the Trustee. Securities issued in definitive form in exchange for a Global
Security pursuant to this Section 3.04 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities in
definitive form to the Person in whose name such Securities are so registered.

     Section 3.05. Mutilated, Destroyed, Lost or Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Corporation shall execute
and the Trustee shall authenticate and
<PAGE>
                                                                              18


deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding. If
there shall be delivered to the Corporation, to the Security registrar and to
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft
of any Security and of the ownership thereof and (ii) such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Corporation, the Security registrar or the Trustee that such
Security has been acquired by a bona fide purchaser, the Corporation shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     The Trustee may authenticate any substitute Security and deliver the same
upon the written request or authorization of any officer of the Corporation.
Upon the issuance of any substituted Security, the Corporation may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses, including counsel
fees of the Corporation, the Trustee and paying agent or Security registrar
connected therewith. In case any Security which has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Corporation
may, instead of issuing a substitute Security, pay or authorize the payment of
the same or exchange or authorize the exchange of same (without surrender
thereof except in the case of a mutilated Security) if the applicant shall
furnish to the Corporation, to the Security registrar and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in the case of destruction, loss or theft, evidence satisfactory to the
Corporation, the Security registrar and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.

     Every substituted Security issued pursuant to the provisions of this
Section 3.05 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an original additional contractual obligation of the
Corporation, whether or not the destroyed, lost or stolen Security shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude to
the extent permitted by law any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

     Section 3.06. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Corporation may execute and the Trustee shall
authenticate and deliver temporary Securities (printed or lithographed) of such
series. Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities of such series, all as the officers of the Corporation
executing such Securities may determine, as evidenced by their execution of such
Securities. Every such temporary Security shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Securities of such
<PAGE>
                                                                              19


series of like tenor. Without unreasonable delay the Corporation will execute
and deliver to the Trustee definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefor, at the principal office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such series. Such
exchange shall be made by the Corporation at its own expense. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under, and be subject to the terms and conditions
of, this Indenture as definitive Securities of the same series authenticated and
delivered hereunder.

     Section 3.07. Cancellation of Securities Paid, etc. All Securities
surrendered for the purpose of payment, exchange, conversion or registration of
transfer shall, if surrendered to the Corporation, any paying agent, any
Security registrar or any Exchange Agent, be delivered to the Trustee for
cancellation and, if not already cancelled, promptly cancelled by it, or, if
surrendered to the Trustee, shall, if not already cancelled, be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and deliver a certificate of such destruction
to the Corporation. If the Corporation shall acquire any of the Securities,
however, such acquisition shall not operate as a satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

     Section 3.08. Computation of Interest. Except as otherwise established
pursuant to Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.


                                  ARTICLE FOUR
                            REDEMPTION OF SECURITIES.

     Section 4.01. Applicability of This Article. Redemption of Securities
(whether by operation of a sinking fund or otherwise) as permitted or required
by the terms of any form of Security issued pursuant to this Indenture shall be
made in accordance with such terms and this Article; provided, however, that if
any provisions of any such form of Security shall conflict with any provision of
this Article, the provision of such form of Security shall govern. Except as
otherwise set forth in the form of Security for such series, each Security shall
be subject to partial redemption only in the amount of $1,000 or integral
multiples of $1,000. This Article shall not be applicable to exchanges of
Securities for Capital Securities or any Secondary Offering relating thereto.

     Section 4.02. Election to Redeem; Notice to Trustee. The election of the
Corporation to redeem any Securities shall be made in accordance with the terms
of the form of Security for such series. In case of any redemption at the
election of the Corporation of less than all of the Securities of any particular
series, the Corporation shall, at least 60 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee) notify
the Trustee of such date and of the principal amount of Securities of that
series to be redeemed.
<PAGE>
                                                                              20



     Section 4.03. Selection of Securities to Be Redeemed. If less than all the
Securities of a particular series are to be redeemed, the Trustee, not more than
60 days prior to the date fixed for redemption, shall select, in such manner as
in its sole discretion it shall deem appropriate and fair, the Securities or
portions thereof (in multiples of $1,000, except as set forth in the applicable
form of Security) of such series to be redeemed. The Trustee shall promptly
notify the Corporation in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

     Section 4.04. Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not later than the thirtieth day, and
not earlier than the sixtieth day, prior to the date fixed for redemption, to
each holder of Securities to be redeemed, at his address as it appears on the
registry books of the Corporation.

         With respect to Securities of each series to be redeemed, each notice
of redemption shall state:

          (1) the date fixed for redemption for Securities of such series;

          (2) the redemption price at which Securities of such series are to be
     redeemed and the amount of interest payable thereon, if any;

          (3) if less than all outstanding Securities of such particular series
     are to be redeemed, the identification (and, in the case of partial
     redemption, the respective principal amounts) of the particular Securities
     to be redeemed;

          (4) that on the date fixed for redemption, the redemption price at
     which such Securities are to be redeemed and any accrued interest will
     become due and payable upon each such Security or portion thereof, and that
     interest thereon, if any, shall cease to accrue on and after said date;

          (5) the place or places where such Securities are to be surrendered
     for payment of the redemption price at which such Securities are to be
     redeemed and any accrued interest;

          (6) if applicable, the Conversion Price with respect to such
     Securities, that a holder of the Securities to be redeemed who desires to
     convert such Securities must satisfy the requirements for conversion
     applicable to such Securities, and that the right to convert such
     Securities shall expire after the close of business on the date fixed for
     redemption; and

          (7) that the redemption is for a sinking fund, if such is the case.
<PAGE>
                                                                              21



     Notice of redemption of Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's request,
by the Trustee in the name and at the expense of the Corporation. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives such notice. In any case, a
failure to give such notice by mail or any defect in the notice to the holder of
any Security designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security.

     Section 4.05. Deposit of Redemption Price. Prior to the redemption date
specified in the notice of redemption given as provided in Section 4.04, the
Corporation will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to redeem on the redemption date all the Securities
so called for redemption at the applicable redemption price and (except if the
date fixed for redemption is the date on which any regular payment of interest
becomes due) to pay interest, if any, accrued to the date fixed for redemption
on all the Securities which are to be redeemed on that date.

     Section 4.06. Payment of Securities Called for Redemption. If any notice of
redemption has been given as provided in Section 4.04, the Securities or
portions of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption, and on and after said date (unless the Corporation
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or
portions of Securities so called for redemption shall cease to accrue, and such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit under this Indenture, including the right to convert
such Securities or portions thereof, if the terms of such Securities established
pursuant to Section 3.01 provide for conversion, and the holders thereof shall
have no right in respect of such Securities, except to receive payment of the
redemption price thereof and unpaid interest to the date fixed for redemption.
On presentation and surrender of such Securities at a place of payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Corporation at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption;
provided, however, that any regular payment of interest becoming due on the date
fixed for redemption shall be payable to the holders of such Securities
registered as such on the relevant record date, subject to the terms and
provisions of Section 3.02, and, if applicable, Section 19.03.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof (and premium, if any, thereon)
shall, until paid, bear interest from the date fixed for redemption at the rate
prescribed therefor in the Security.

     If any Security called for redemption is converted pursuant to Article
Nineteen, any moneys deposited with the Trustee or any paying agent for the
purpose of redeeming such Security shall be promptly repaid to the Corporation.

     Upon presentation of any Security redeemed in part only, the Corporation
shall execute and the Trustee shall authenticate and deliver to the holder
thereof, at the expense of the
<PAGE>
                                                                              22


Corporation, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Security so presented. If a Global Security is so redeemed and surrendered,
such new Security so issued shall be a new Global Security.


                                  ARTICLE FIVE
                    PARTICULAR COVENANTS OF THE CORPORATION.


     Section 5.01. To Pay Principal and Interest. The Corporation will duly and
punctually pay, or cause to be paid, the principal of (and premium, if any) and
interest, if any, on each and every Security at the times and place and in the
manner provided herein and in such Securities. Interest upon Securities shall be
payable without presentment of such Securities, and only to or upon the written
order of the registered holders thereof determined as provided in Section 3.02.
For all purposes of this Indenture, the exchange of Capital Securities for
Securities of any series pursuant to the terms of such Securities and this
Indenture shall constitute full payment of the principal of the Securities of
such series being exchanged on any Exchange Date for Capital Securities, without
prejudice to any Securityholder's rights pursuant to Section 17.09. The
Corporation shall have the right to require a Securityholder, in connection with
the payment of the principal of (and premium, if any) or interest, if any, on a
Security, to present at the office or agency of the Corporation at which such
payment is made a certificate, in such form as the Corporation may from time to
time prescribe, to enable the Corporation to determine its duties and
liabilities with respect to any taxes, assessments or governmental charges which
it may be required to deduct or withhold therefrom under any present or future
law of the United States of America or of any State, County, Municipality or
taxing authority therein, and the Corporation shall be entitled to determine its
duties and liabilities with respect to such deduction or withholding on the
basis of information contained in such certificate or, if no such certificate
shall be so presented, on the basis of any presumption created by any such law,
and shall be entitled to act in accordance with such determination.

     Section 5.02. To Maintain Office or Agency. So long as any Securities
remain outstanding, the Corporation will maintain in the Borough of Manhattan,
City and State of New York, an office or agency where the Securities may be
presented for payment, an office or agency where the Securities may be presented
for registration of transfer and exchange or conversion as provided in this
Indenture, and an office or agency where notices or demands to or upon the
Corporation in respect of this Indenture and where Capital Securities Election
Forms with respect to any series of Securities may be served. Until otherwise
designated by the Corporation in a written notice to the Trustee, the office or
agency for all such purposes shall be the principal corporate trust office of
the Bank in the Borough of Manhattan, City and State of New York. In case the
Corporation shall at any time fail to maintain any such office or agency, or
shall fail to give notice to the Trustee of any change in the location thereof,
presentation and demand may be made and notices and Capital Securities Election
Forms may be served, with respect to any series of Securities or in respect of
this Indenture, at the principal office of the Trustee, and the Corporation
hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.
<PAGE>
                                                                              23



     In addition to any such office or agency the Corporation may from time to
time constitute and appoint one or more paying agents for the payment of such
Securities, in one or more other cities, and may from time to time rescind such
appointments, as the Corporation may deem desirable or expedient. The
Corporation will give prompt written notice to the Trustee of any such
appointment or rescission and of any change in the location of any such
appointed paying agent.

     Section 5.03. To Fill a Vacancy in the Office of Trustee. The Corporation,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Article Eight, a Trustee, so that there shall
at all times be a Trustee hereunder.

     Section 1.01. Appointment of Paying Agents and Exchange Agents; Money for
Securities Payments to be Set Aside in Trust; Transfer of Moneys Held by Paying
Agents. (a) If, as to any series of Securities, the Corporation shall appoint a
paying agent or Exchange Agent other than the Trustee, it will cause such paying
agent or Exchange Agent to execute and deliver to the Trustee an instrument in
which such paying agent or Exchange Agent shall agree with the Trustee, subject
to the provisions of this Section 5.04:

          (1) that it will hold all sums (including Capital Securities, if
     required) held by it as such paying agent or Exchange Agent for the payment
     of the principal (including principal to be paid by the delivery of Capital
     Securities) of (and premium, if any) or interest, if any, on such
     Securities in trust for the benefit of the holders of the Securities
     entitled thereto, or for the benefit of the Trustee, as the case may be,
     until such sums shall be paid out to such holders or otherwise as herein
     provided;

          (2) that it will give the Trustee notice of any failure by the
     Corporation in the making of any deposit with such paying agent or Exchange
     Agent for the payment of principal (including principal to be paid by the
     delivery of Capital Securities) of (and premium, if any) or interest, if
     any, on such Securities which shall have become payable and of any default
     by the Corporation in making any payment of the principal (including
     principal to be paid by the delivery of Capital Securities) of (and
     premium, if any) or interest, if any, on such Securities when the same
     shall be due and payable; and

          (3) that it will at any time during the continuance of any such
     default, upon the written request of the Trustee, forthwith pay to the
     Trustee all sums (including Capital Securities, if required) so held in
     trust by such paying agent or Exchange Agent.

     (b) If the Corporation or the Bank shall act as paying agent or Exchange
Agent as to any series of Securities, it will, on or before each due date of the
principal (including principal to be paid by the delivery of Capital Securities)
of (and premium, if any) or interest, if any, on such Securities, set aside and
hold in trust for the benefit of the holders of such Securities entitled thereto
a sum (including Capital Securities, if required) sufficient (together with any
sums (including Capital Securities, if required) deposited with any other paying
agent or Exchange Agent for such purpose) to pay such principal (including
principal to be paid by the delivery of Capital Securities) (and premium, if
any) or interest, if any, so becoming due and will notify the Trustee of any
failure by it to take such action. Whenever the Corporation shall have one or
<PAGE>
                                                                              24


more paying agents or Exchange Agents with respect to any particular series of
Securities, it will, on or before each due date of the principal (including
principal to be paid by the delivery of Capital Securities) of (and premium, if
any) or interest, if any, on the Securities, deposit with a paying agent or
Exchange Agent a sum sufficient to pay such principal (including principal to be
paid by the delivery of Capital Securities) (and principal to be paid by the
delivery of Capital Securities) (and premium, if any) or interest, if any, so
becoming due, such sums (including Capital Securities, if required) to be held
in trust for the benefit of the holders of such Securities entitled thereto, and
(unless the paying agent or Exchange Agent is the Trustee) the Corporation will
notify the Trustee of failure by it to take such action.

     (c) Anything in this Section 5.04 to the contrary notwithstanding, the
Corporation may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture pursuant to Article Thirteen, or for any other
purpose, pay or cause to be paid to the Trustee all sums (including Capital
Securities, if required) held in trust by the Corporation or any paying agent or
Exchange Agent as required by this Section 5.04, such sums to be held by the
Trustee upon the trusts herein contained.

     (d) Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums (including Capital Securities, if required) in trust as
provided in this Section 5.04 is subject to the provisions of Section 13.03 and
13.04.

     Section 5.05. Maintenance of Corporate Existence, Rights and Franchise. So
long as any of the Securities shall be outstanding, the Corporation will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises to carry on its business;
provided, however, that nothing in this Section 5.05 shall prevent (i) any
consolidation or merger of the Corporation, or any sale or conveyance of all or
substantially all its property and assets, permitted by Article Twelve, (ii) the
liquidation or dissolution of the Corporation after a sale or conveyance of all
or substantially all its property and assets permitted by Article Twelve or
(iii) the forfeiture or abandonment of any such right or franchise in any
jurisdiction if the Board of Directors shall determine that preservation thereof
is no longer desirable in the conduct of its business and that the loss thereof
is not disadvantageous in any material respect to the Securityholders.

     Section 5.06. Certificate as to No Default. The Corporation hereby
covenants and agrees to deliver to the Trustee, not less often than annually and
in any case within 120 days after the end of each fiscal year of the
Corporation, commencing with the fiscal year ending December 31, 1987, a
certificate from the Chairman of the Board, the President, any Vice Chairman of
the Board, the Chief Financial Officer, the Treasurer or the Principal
Accounting Officer of the Corporation as to his or her knowledge of the
Corporation's compliance with all conditions and covenants under this Indenture.
For purposes of this Section 5.06, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.

     Section 5.07. Limitation on Sale of Stock of the Bank. For the exclusive
benefit of the Pre-Amendment Securities, but subject to the provisions of
Article Twelve, the Corporation will not sell, transfer or otherwise dispose of
any shares of, securities convertible into or options,
<PAGE>
                                                                              25


warrants or rights to subscribe for or purchase shares of, Voting Stock of the
Bank, nor will it permit the Bank to issue any shares of, securities convertible
into or options, warrants or rights to subscribe for or purchase shares of,
Voting Stock of the Bank; provided, however, that the foregoing shall not
prohibit any such issuance, sale, transfer or disposition consisting of (i)
issuances or sales of directors' qualifying shares, (ii) issuances or sales of
shares to the Corporation, (iii) sales or other dispositions or issuances for
fair market value, as determined by the Board of Directors of the Corporation,
if after giving effect to such sales, dispositions or issuances and to the
issuance of any shares of Voting Stock of the Bank issuable upon conversion of
convertible securities or upon the exercise of options, warrants or rights, the
Corporation would own directly or indirectly not less than 80% of the issued and
outstanding shares of Voting Stock of the Bank, (iv) sales, transfers or other
dispositions or issuances made in compliance with an order or direction of a
court or regulatory authority of competent jurisdiction, and (v) sales of shares
of Voting Stock of the Bank made by the Bank to its shareholders if the sale
does not reduce the percentage of shares of Voting Stock of the Bank owned by
the Corporation.

     For the purposes of this Section 5.07, the term "Voting Stock of the Bank"
shall mean stock of any class or classes, however designated, having ordinary
voting power for the election of a majority of the Board of Directors of the
Bank, other than stock having such power only by reason of the happening of a
contingency.


                                  ARTICLE SIX

              SECURITYHOLDERS LISTS AND REPORTS BY THE CORPORATION
                                AND THE TRUSTEE.


     Section 6.01. Securityholders Lists. The Corporation covenants and agrees
that, with respect to each series of Securities, it will furnish or cause to be
furnished to the Trustee, (a) semiannually, not less than 45 days nor more than
60 days after (i) each record date for the payment of interest on any interest
payment date (except a date for payment of defaulted interest) in the case of
interest-bearing Securities or (ii) the last business day of each June and
December in the case of non-interest-bearing Securities, and (b) at such other
times as the Trustee may request in writing, within 30 days after receipt by the
Corporation of any such request, a list in such form as the Trustee may
reasonably require of the names and addresses of the holders of Securities of
such series as of a date not more than l5 days prior to the time such
information is furnished; provided, however, that if the Trustee shall be the
Security register, such list shall not be required to be furnished.

     Section 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to it as provided in Section 6.01 and received by the
Trustee in its capacity as Security registrar or paying agent if so acting. The
Trustee may destroy any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.
<PAGE>
                                                                              26



     (b) In case three or more holders of Securities of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Securities of such series with respect to
their rights under this Indenture or under the Securities of such series and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either

          (1) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with the provisions of subsection (a) of
     this Section 6.02, or

          (2) inform such applicants as to the approximate number of holders of
     Securities of such series whose names and addresses appear in the
     information preserved at the time by the Trustee in accordance with the
     provisions of subsection (a) of this Section 6.02, and as to the
     approximate cost of mailing to such Securityholders the form of proxy or
     other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each holder of Securities of such series whose name and address appears
in the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 6.02 a copy of the form of proxy or
other communication which is specified in such request, with responsible
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Securities and Exchange Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the holders of Securities of such series or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If said Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if after the entry of an order sustaining one
or more of such objections, said Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Securityholders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise, the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     (c) Each and every holder of the Securities, by receiving and holding the
same, agrees with the Corporation and the Trustee that neither the Corporation
nor the Trustee nor any paying agent nor any Exchange Act nor any Security
registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Securities in
accordance with the provisions of subsection (b) of this Section 6.02,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under said subsection (b).
<PAGE>
                                                                              27



     Section 6.03. Reports by the Corporation. (a) The Corporation covenants and
agrees to file with the Trustee within 15 days after the Corporation is required
to file the same with the Securities and Exchange Commission, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as said Commission may from time to
time by rules and regulations prescribe) which the Corporation may be required
to file with said Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if the Corporation is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and said Commission, in accordance with
the rules and regulations prescribed from time to time by said Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations.

     (b) The Corporation covenants and agrees to file with the Trustee and the
Securities and Exchange Commission, in accordance with the rules and regulations
prescribed from time to time by said Commission, such additional information,
documents and reports with respect to compliance by the Corporation with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

     (c) The Corporation covenants and agrees to transmit by mail to all holders
of Securities, as the names and addresses of such holders appear upon the
registry books of the Corporation, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Corporation pursuant to subsection (a) or (b) of this Section
6.03 as may be required by rules and regulations prescribed from time to time by
the Securities and Exchange Commission.

     Section 6.04. Reports by the Trustee. (a) On or before May 15, 1988, and on
or before May 15 in every year thereafter, so long as any Securities are
outstanding hereunder, the Trustee shall transmit to the Securityholders for
which it is acting as Trustee, as hereinafter in this Section 6.04 provided, a
brief report dated as of the preceding March 15 with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period, no report need be so
transmitted):

          (1) any change to its eligibility under Section 8.09 and its
     qualification under Section 8.08;

          (2) the creation of or any material change to a relationship which is
     the subject of Section 8.08;

          (3) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities with respect to which it is acting as
     Trustee, on any property or funds held or collected by it as Trustee,
     except that the Trustee shall not be required (but may elect) to state such
     advances if such
<PAGE>
                                                                              28


     advances so remaining unpaid aggregate not more than one-half of one
     percent of the principal amount of such Securities outstanding on the date
     of such report;

          (4) any change to the amount, interest rate or maturity date of all
     other indebtedness owing by the Corporation (or by any other obligor on
     such Securities) to the Trustee in its individual capacity, on the date of
     such report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner which is the subject of Section 8.13;

          (5) any change to the property and funds, if any, physically in the
     possession of the Trustee, for the benefit of any series of Securities, at
     the date of such report;

          (6) any additional issue of Securities with respect to which it is
     acting as Trustee which it has not previously reported; and

          (7) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects such Securities, except action in respect of a
     default, notice of which has been or is to be withheld by it in accordance
     with the provisions of Section 7.08.

     (b) The Trustee shall transmit to the Securityholders with respect to which
it is acting as Trustee, as hereinafter provided, a brief report with respect to
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such),
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 6.04 (or, if no such report has yet been so
transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Securities with respect to which it is acting as Trustee on property or
funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee shall not be
required (but may elect ) to report such advances if such advances remaining
unpaid at any time aggregate the percent or less of the principal amount of such
Securities outstanding at such time, such report to be transmitted within 90
days after such time.

     (c) Reports pursuant to this Section 6.04 shall be transmitted by mail to
all holders of Securities as the names and addresses of such holders appear upon
the registry books of the Corporation.

     (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with each stock exchange upon which the
Securities with respect to which it is acting as Trustee are listed and also
with the Securities and Exchange Commission. The Corporation will notify the
Trustee when and as such Securities become listed on any stock exchange.



<PAGE>
                                                                              29


                                 ARTICLE SEVEN

                   EVENTS OF DEFAULT; REMEDIES OF THE TRUSTEE
                               AND SECURITYHOLDERS


         Section 7.01. Events of Default; Remedies. The occurrence of any of the
following events shall constitute an Event of Default hereunder with respect to
the Securities of any particular series:

         (a) with respect to Pre-Amendment Securities, a court having
jurisdiction in the premises shall have entered a decree or order for relief in
respect to the Corporation in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect of the
United States of America or any political subdivision thereof, and such decree
or order shall have continued unstayed and in effect for a period of sixty
consecutive days; or, a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, trustee, assignee,
custodian, sequestrator or other similar official of the Corporation or of all
or substantially all of the property of the Corporation, or for the winding up
or liquidation of the affairs of the Corporation, shall have been entered, and
such decree or order shall have continued unstayed and in effect for a period of
sixty consecutive days; or, with respect to Post-Amendment Securities, a court
having jurisdiction in the premises shall have entered a decree or order for
relief in respect to the Corporation in an involuntary case under any applicable
bankruptcy, insolvency or reorganization law now or hereafter in effect of the
United States of America or any political subdivision thereof, and such decree
or order shall have continued unstayed and in effect for a period of sixty
consecutive days; or

         (b) with respect to Pre-Amendment Securities, the Corporation shall
commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect of the United States of America or a
political subdivision thereof, or consent to the entry of an order for relief in
an involuntary case under any such law, or, consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Corporation or of all or substantially all of the
property of the Corporation, or make any general assignment for the benefit of
creditors, or admit in writing its inability to pay its debts generally as they
become due; or, with respect to Post-Amendment Securities, the Corporation shall
commence a voluntary case under any applicable bankruptcy, insolvency or
reorganization law now or hereafter in effect of the United States of America or
a political subdivision thereof, or consent to the entry of an order for relief
in an involuntary case under any such law; or

         (c) any other Event of Default specifically provided by the terms of
the Securities of such series.

In case one or more of the Events of Default as specified above shall have
occurred and be continuing with respect to the Securities of any particular
series, then and in each and every such case, unless the principal of all of the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than twenty-five percent in aggregate
<PAGE>
                                                                              30


principal amount of the Securities of that series then outstanding hereunder, by
notice in writing to the Corporation (and to the Trustee if given by
Securityholders), may declare the principal or, in the case of Discounted
Securities, such amount of principal as may be provided for in such Securities,
of all the Securities of that series to be due and payable in cash immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, anything in this Indenture or in the Securities of that series
contained to the contrary notwithstanding. This provision, however, is subject
to the conditions that if, at any time after such principal or such amount of
principal, as the case may be, shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Corporation shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all Securities of that series and the sum in cash or, if
applicable, Capital Securities then required pursuant to the terms of such
Securities equal to the principal of (and premium, if any, on) any and all
Securities of that series which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest) (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal (and premium, if any) at the rate of interest (or, in the case of
Discounted Securities, at the Yield to Maturity) borne by such Securities, to
the date of such payment or deposit, and the expenses of the Trustee, and any
and all defaults under this Indenture with respect to the Securities of that
series, other than the nonpayment of principal of (and premium, if any) and
accrued interest on the Securities of that series which shall have become due by
acceleration shall have been remedied - then and in every such case the holders
of a majority in aggregate principal amount of the Securities of that series
then outstanding, by written notice to the Corporation and to the Trustee, may
waive all defaults and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereon.

            In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason or shall have been determined adversely to the Trustee, then and
in every such case the Corporation and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Corporation and the Trustee shall continue as though
no such proceeding has been taken.

            Upon declaration by the Trustee or receipt by the Trustee of any
written declaration of acceleration, or waiver, rescission, and annulment
thereof, with respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall establish a record date for
determining holders of outstanding Securities of such series entitled to join in
such declaration of acceleration, or waiver, rescission, and annulment, which
record date shall be at the close of business on the day the Trustee receives
such declaration of acceleration, or waiver, rescission, and annulment, as the
case may be. The holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such declaration of
acceleration, or waiver, rescission, and annulment, as the case may be, whether
or not such holders remain holders after such record date; provided, that unless
such declaration of acceleration, or waiver, rescission, and annulment, as the
case may be, shall have become
<PAGE>
                                                                              31


effective by virtue of the requisite percentage having been obtained prior to
the day which is 90 days after such record date, such declaration of
acceleration, or waiver, rescission, and annulment, as the case may be, shall
automatically and without further action by any holder be cancelled and of no
further effect.

         Section 7.02. Payment of Securities on Default; Suit Therefor. The
Corporation covenants that (a) in case default shall be made in the payment of
any installment of interest upon any of the Securities of any series as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) in case default shall be made in the payment
(including any obligation to exchange Capital Securities for Securities of a
series pursuant to Article Seventeen) of the principal of (or premium, if any,
on) any of the Securities of any series as and when the same shall have become
due and payable, whether at maturity of the Securities of that series or by
declaration or otherwise, or (c) default is made in the performance of any
covenant of the Corporation in this Indenture or in the terms of the Securities
of a series (other than a covenant a default in whose performance is elsewhere
in this Section or in the terms of the Securities of such series specifically
addressed), and such default continues for a period of 60 days after there has
been given, by registered or certified mail to the Company by the Trustee or to
the Company and the Trustee by the holders of at least twenty-five percent in
aggregate principal amount of the Securities of any affected series, a written
notice specifying such default and requiring that it be remedied, then, upon
demand of the Trustee, the Corporation will pay to the Trustee, for the benefit
of the holders of such Securities, the whole amount that then shall have become
due and payable on all such Securities for principal (and premium, if any) or
interest, if any, (including the delivery of any Capital Securities then
required to be delivered), with interest upon the overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate of
interest (or the Yield to Maturity in the case of Discounted Securities) borne
by the Securities of that series; and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
all amounts owed to the Trustee and any predecessor Trustee under Section 8.06;
and further, with respect to an event referred to in clause (c), the Trustee in
its discretion may proceed to protect and enforce the rights of the
Securityholders and the Trustee by such appropriate judicial proceedings as the
Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy. Each of the events referred to in (a), (b) and (c) is
referred to herein as a "Default".

            Upon notice of Default to the Corporation by the Trustee or receipt
by the Trustee of any notice of Default, with respect to Securities of a series
all or part of which is represented by a Global Security, the Trustee shall
establish a record date for determining holders of outstanding Securities of
such series entitled to join in such direction, which record date shall be at
the close of business on the date the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such direction, whether or not such
holders remain holders after such record date; provided, that unless such
requisite percentage in aggregate principal amount shall have been obtained
prior to the day
<PAGE>
                                                                              32


which is 90 days after such record date, such direction shall automatically and
without further action by any holder be cancelled and of no further effect.

            In case the Corporation shall fail forthwith to pay such amounts
(including the delivery of any Capital Securities then required to be delivered)
or take any action to comply with any covenant or agreement in this Indenture
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid and the
delivery of any Capital Securities required to be delivered and not so
delivered, or the performance of any covenant or agreement in this Indenture, or
in the case of the failure to delivery Capital Securities as required by Article
Seventeen moneys equal to the principal amount of the Securities for which the
Capital Securities were to be exchanged, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Corporation and collect in the manner provided by law
out of the property of the Corporation wherever situated the moneys (or moneys
equal to the principal amount of any Securities for which Capital Securities
were to be exchanged) adjudged or decreed to be payable.

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Corporation under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect of the United States
of America or any political subdivision thereof, or in case there is appointed a
receiver, liquidator, trustee, assignee, custodian, sequestrator or similar
official of the Corporation or for all or substantially all of the property of
the Corporation, or in case of any other similar judicial proceeding relative to
the Corporation, or to the creditors or property of the Corporation, the
Trustee, irrespective of whether the principal of such Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 7.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal (and premium, if any) and interest, if
any (or, if the Securities of any series are Discounted Securities, such portion
of the principal amount as may be provided for in such Securities), owing and
unpaid in respect of such Securities, and, in case of any judicial proceedings,
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and any predecessor
Trustee and of the holders of such Securities allowed in such judicial
proceedings relative to the Corporation, its creditors, or its property, and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, custodian, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees incurred
by the Trustee or any predecessor Trustee up to the date of such distribution.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder of any
Security of any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any holder
<PAGE>
                                                                              33

thereof or to authorize the Trustee to vote in respect of the claim of any
holder in any such proceeding.

            All rights of action and of asserting claims under this Indenture,
or under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof in any trial or
other proceeding relative thereto, and any suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the
Securities in respect of which such judgment has been recovered.

         Section 7.03. Application of Moneys Collected by Trustee. Subject to
the provisions of Article Sixteen, any moneys collected by the Trustee shall be
applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the Securities in respect
of which moneys have been collected, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

                  First: To the payment of all amounts owing to the Trustee and
         any predecessor Trustee under Section 8.06;

                  Second: In case the principal of the outstanding Securities in
         respect of which moneys have been collected shall not have become due
         and be unpaid, to the payment of interest, if any, on such Securities,
         in the order of the maturity of the installments of such interest, with
         interest (to the extent permitted by applicable law and to the extent
         that such interest has been collected by the Trustee) upon the overdue
         installments of interest at the rate of interest (or the Yield to
         Maturity in the case of Discounted Securities) borne by such
         Securities, such payments to be made ratably to the Persons entitled
         thereto;

                  Third: In case the principal of the outstanding Securities in
         respect of which moneys and Capital Securities have been collected
         shall have become due, by declaration or otherwise, to the payment of
         the whole amount then owing and unpaid upon such Securities for
         principal (and premium, if any) and interest, if any, with interest on
         the overdue principal (and premium, if any) and (to the extent
         permitted by applicable law and to the extent that such interest has
         been collected by the Trustee) upon overdue installments of interest at
         the rate of interest (or the Yield to Maturity in the case of
         Discounted Securities) borne by such Securities; and in case such
         moneys (and Capital Securities, if required) shall be insufficient to
         pay in full the whole amounts so due and unpaid upon such Securities,
         then to the payment of such principal (and premium, if any) and
         interest without preference or priority of principal (and premium, if
         any) over interest, or of interest over principal (and premium, if any)
         or of any installment of interest over any other installment of
         interest, or of any Security over any other Security, ratably to the
         aggregate of such principal (and premium, if any) and accrued and
         unpaid interest;

                  Fourth: To the payment of the balance, if any, to the
         Corporation or any other Person or Persons legally entitled thereto.
<PAGE>
                                                                              34



         Section 7.04. Proceedings by Securityholders. No holder of any Security
of any series shall have any right by virtue of or by availing of any provision
of this Indenture to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of Default and of the
continuance thereof, as hereinbefore provided, (ii) the holders of not less than
twenty-five percent in aggregate principal amount of the Securities of that
series then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, (iii) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding, and (iv) no direction inconsistent with any such
written request has been given to the Trustee during such 60-day period by the
holders of a majority in principal amount of the Securities of such series at
the time outstanding; it being understood and intended, and being expressly
covenanted by the taker and holder of every Security with every other taker and
holder and the Trustee, that no one or more holders of Securities of that series
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of such Securities, or to obtain or seek to obtain priority over or
preference to any such holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Securities of that series.

            Notwithstanding any other provisions in this Indenture, the right of
any holder of any Security to receive payment of the principal of (any premium,
if any) and interest, if any, on such Security (or to have Capital Securities
exchanged for such Security pursuant to Article Seventeen), on or after the
respective due dates expressed in such Security, or to have the Security
converted into shares of Common Stock, securities or other property pursuant to
Article Nineteen, or to institute suit for the enforcement of any such payment,
exchange or conversion on or after such respective dates, shall not be impaired
or affected without the consent of such holder.

            Upon receipt by the Trustee of any such notice, request and offer of
indemnity with respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall establish a record date for
determining holders of outstanding Securities of such series entitled to join in
such notice, request and offer of indemnity, which record date shall be at the
close of business on the day the Trustee receives such notice, request and offer
of indemnity. The holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, request and
offer of indemnity, whether or not such holders remain holders after such record
date; provided, that unless the requisite percentage in aggregate principal
amount shall have been obtained prior to the day which is 90 days after such
record date, such notice, request and offer of indemnity shall automatically and
without further action by any holder be cancelled and of no further effect.

         Section 7.05. Proceedings by Trustee. In case of an Event of Default
referred to in Section 7.01 or any of the Defaults referred to in Section 7.02
the Trustee may in its discretion
<PAGE>
                                                                              35


proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         Section 7.06. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Seven to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any thereof or of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any holder of any of
the Securities to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and, subject to the provisions of Section 7.04, every power and remedy
given by this Article Seven or by law to the Trustee or to the Securityholders
may be exercised from time to time and as often as shall be deemed expedient by
the Trustee or by the Securityholders.

         Section 7.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders. The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding determined in
accordance with Section 9.04 shall have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of that series; provided, however, that (subject to the provisions of
Section 8.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good faith
by its board of directors, executive committee, or a trust committee of
directors and/or Responsible Officers shall determine that the action or
proceedings so directed would involve the Trustee in personal liability. Prior
to any declaration accelerating the maturity of the Securities of any series,
the holder of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default hereunder and its
consequences except a Default in the payment of the principal of (or premium, if
any) or interest, if any, on the Securities of that series (or in the delivery
of Capital Securities in exchange for any Securities of that series when
required). Upon any such waiver the Corporation, the Trustee and the holders of
such Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.
Whenever any Default or Event of Default hereunder shall have been waived as
permitted by this Section 7.07, said Default or Event of Default shall for all
purposes of the Securities of such series and this Indenture with respect to
such Securities be deemed to have been cured and to be not continuing.
<PAGE>
                                                                              36



            Upon receipt by the Trustee of any such direction (including the
waiver of a Default or Event of Default) with respect to Securities of a series
all or part of which is represented by a Global Security, the Trustee shall
establish a record date for determining holders of outstanding Securities of
such series entitled to join in such direction, which record date shall be at
the close of business on the date the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such
persons, shall be entitled to join in such direction, whether or not such
holders remain holders after such record date; provided, that unless such
majority in aggregate principal amount shall have been obtained prior to the day
which is 90 days after such record date, such direction shall automatically and
without further action by any holder be cancelled and of no further effect.

         Section 7.08. Notice of Defaults. The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any series,
mail to all holders of such Securities, as the names and addresses of such
holders appear upon the registry books of the Corporation, notice of all
defaults known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
7.08 being hereby defined to be any Event of Default or Default, not including
periods of grace, if any, provided for therein or in the terms of the Securities
of any series and irrespective of the giving of the notice, if any, specified
therein or in the terms of the Securities of any series); provided, however,
that, except in the case of an event described in either clause (a) or (b) of
Section 7.01 or a Default in the payment of the principal of (or premium, if
any) or interest, if any, on any such Securities, or in the obligation to
exchange Capital Securities for such Securities pursuant to Article Seventeen,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors or trustees, the executive committee, or a trust committee of
directors of the Trustee and/or Responsible Officers in good faith determines
that the withholding of such notice is in the interest of the holders of such
Securities.

         Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 7.09 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholders, or group of Securityholders, holding in the aggregate more than
ten percent in principal amount of the Securities outstanding of any series, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security against the
Corporation on or after the due date expressed in such Security or the right to
exchange any Security for Capital Securities as provided in Article Seventeen.
<PAGE>
                                                                              37



                                 ARTICLE EIGHT
                             CONCERNING THE TRUSTEE.

         Section 8.01. Duties and Responsibilities of Trustee. With respect to
the Securities of any particular series the Trustee, prior to the occurrence of
an Event of Default or Default and after the curing of all Events of Default and
Defaults which may have occurred, in each case, with respect to the Securities
of such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default or a
Default has occurred (which has not been cured or waived) with respect to the
Securities of any particular series the Trustee shall, with respect to the
Securities of such series, exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

            No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

         (a) prior to the occurrence of an Event of Default or a Default with
respect to the Securities of any particular series and after the curing or
waiving of all Events of Default or Defaults with respect to the Securities of
any particular series which may have occurred

                  (1) the duties and obligations of the Trustee with respect to
         the Securities of such series shall be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                  (2) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture;

         (b) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Officers of the Trustee, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent facts;
and

         (c) the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Securities of any particular series at the time outstanding determined as
provided in Section 9.04 relating to the time, method and place of conducting
any
<PAGE>
                                                                              38


proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

         Section 8.02. Reliance on Documents, Opinions, etc. Subject to the
provisions of Section 8.01.

         (a) the Trustee may rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, constant, order, approval, bond, debenture, coupon or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

         (b) any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a Board Resolution;

         (c) the Trustee may consult with counsel and any advice or Opinion of
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 such advice or Opinion of Counsel;

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith, and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (f) prior to the occurrence of an Event of Default or a Default with
respect to the Securities of any particular series hereunder and after the
curing or waiving of all Events of Default and Defaults with respect to the
Securities of such series, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document, unless requested
in writing to do so by the holders of not less than a majority in principal
amount of the Securities of such series then outstanding; provided, however,
that if the payment within a reasonable time to the Trustee of the cost,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding; and

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be
<PAGE>
                                                                              39


responsible for any misconduct or negligence on the part of an agent or attorney
appointed by it with due care hereunder.

         Section 8.03. No Responsibilities for Recitals, etc. The recitals
contained herein and in the Securities (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
the Securities or any Capital Securities or shares of Common Stock. The Trustee
shall not be accountable for the use or application by the Corporation of any
Securities or the proceeds of any Securities authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture.

         Section 8.04. Trustee, Paying Agent, Exchange Agent or Registrar May
Own Securities. The Trustee or any paying agent, Exchange Agent or Security
registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not Trustee,
paying agent, Exchange Agent or Security registrar.

         Section 8.05. Moneys to be Held in Trust. Subject to the provisions of
Section 13.04, all moneys received by the Trustee or any paying agent or
Exchange Agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received. Moneys held by the Trustee or any
paying agent or Exchange Agent in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
paying agent or Exchange Agent shall be under any liability for interest on any
moneys received by it hereunder except such as it may agree with the Corporation
to pay thereon. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Corporation, signed by the Chairman of the
Board, the President, a Vice Chairman of the Board, the Chief Financial Officer
or the Treasurer of the Corporation (or any other officer certified by any of
the foregoing officers to be an executive officer of the Corporation).

         Section 8.06. Compensation and Expenses of Trustee. The Corporation
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Corporation will pay or reimburse the Trustee and any
predecessor Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee or any predecessor Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of their counsel and
of all Persons not regularly in their employ) except to the extent that any such
expense, disbursement or advance is due to its own negligence or bad faith. The
Corporation also covenants to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection with the acceptance or administration of this
trust or the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises,
except to the extent that any such loss, liability or expense is due to its own
negligence or bad faith. The obligations of the Corporation under this Section
8.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute a prior
<PAGE>
                                                                              40


claim to that of the Securities upon all property and funds held or collected by
the Trustee, as such, except funds held in trust for the benefit of the holders
of particular Securities.

         Section 8.07. Officers' Certificate as Evidence. Subject to the
provisions of Sections 8.01 and 8.02, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such Certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         Section 8.08. Conflicting Interest of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act of 1939, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act of 1939 and this Indenture.

         Section 8.09. Eligibility of Trustee. The Trustee hereunder shall at
all times be a corporation organized and doing business under the laws of the
United States or any State or Territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least five million dollars and subject to supervision
or examination by Federal, State, Territorial, or District of Columbia
authority. If such corporation publishes reports of conditions at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Corporation nor any Person directly or indirectly
controlling, controlled by or under common control with the Corporation shall
serve as Trustee hereunder. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.10.

         Section 8.10. Resignation or Removal of Trustee. (a) The Trustee may at
any time resign with respect to the Securities of one or more series by giving
written notice of such resignation to the Corporation and by mailing notice
thereof to the holders of Securities of such series at their addresses as they
shall appear on the registry books of the Corporation. Upon receiving such
notice of resignation, the Corporation shall promptly appoint a successor
trustee or trustees with respect to the Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
each successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation to the Securityholders of such series, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide holder of a Security or
Securities of such series for at least six months may, subject to the provisions
of Section 7.09, on behalf of himself and all others similarly situated,
<PAGE>
                                                                              41


petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

         (b) In case at any time any of the following shall occur --

                  (1) the Trustee shall fail to comply with the provisions of
         Section 8.08 after written request therefor by the Corporation or by
         any Securityholder who has been a bona fide holder of a Security or
         Securities for at least six months, or

                  (2) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 8.09 and shall fail to resign after written
         request therefor by the Corporation or by any such Securityholder, or

                  (3) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Corporation may remove the Trustee with respect to
all Securities and appoint a successor trustee or trustees by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy to
each successor trustee, or, subject to the provisions of Section 7.09, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of himself and all others similar situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee or trustees. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee or trustees.

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee which shall
be deemed appointed as successor trustee unless within ten days after such
nomination the Corporation objects thereto, in which case the Trustee so removed
or any holder of Securities of such series, upon the terms and conditions and
otherwise as in subdivision (a) of this Section 8.10 provided, may petition any
court of competent jurisdiction for an appointment of a successor trustee.

         (d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

         Section 8.11. Acceptance by Successor Trustee. In the case of the
appointment hereunder of a successor trustee with respect to all Securities, any
successor trustee so appointed as provided in Section 8.10 shall execute,
acknowledge and deliver to the Corporation and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights,
<PAGE>
                                                                              42


powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; nevertheless, on the written request of
the Corporation or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. In case of the
appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Corporation, the predecessor trustee and
each successor trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to vest in, or confirm to, each
successor trustee all the rights, powers, duties and obligations of the
predecessor trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) if the predecessor
trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, duties and obligations of the predecessor trustee with respect
to the Securities of that or those series as to which the predecessor trustee is
not retiring shall continue to be vested in the predecessor trustee, and (3)
shall add to or change any of the provisions of the Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the predecessor trustee shall become
effective to the extent provided therein and each such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations of the predecessor trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates; but, nevertheless, on the written request of the
Corporation or any successor trustee, such predecessor trustee shall, upon
payment of any amounts then due to it pursuant to Section 8.06 hereof, duly
assign, transfer and deliver to such successor trustee all property and money
held by such predecessor trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor trustee relates.
Upon request of any such successor trustee, the Corporation shall execute any
and all instruments in writing in order more fully and certainly to vest in and
confirm to such successor trustee all such rights, powers and trusts referred to
in the two preceding sentences. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 8.06.

            No successor trustee shall accept appointment as provided in this
Section 8.11 unless at the time of such acceptance such successor trustee shall
be qualified pursuant to the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.11, the Corporation shall mail notice of the succession of such
trustee hereunder to all holders of Securities of the series affected as the
names and addresses of such holders appear on the registry books of the
Corporation. If the Corporation fails to mail such notice in the prescribed
manner
<PAGE>
                                                                              43


within ten days after the acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Corporation.

         Section 8.12. Succession by Merger, etc. Any corporation or national
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided, that such corporation or national banking
association shall be otherwise qualified and eligible under this Article to act
as Trustee hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

         Section 8.13. Preferential Collection of Claims Against Corporation. If
and when the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Corporation or of any other obligor on
the Securities, the Trustee shall be subject to the provisions of the Trust
Indenture Act of 1939 regarding the collection of claims against the Corporation
or any other obligor on the Securities.

         Section 8.14. Appointment of Authenticating Agent. At any time the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Corporation and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of
<PAGE>
                                                                              44


such Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Corporation. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Corporation. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Corporation. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time (unless such Authenticating Agent shall otherwise agree) reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 8.06.

            The provisions of Sections 8.03, 8.04 and 9.03 shall be applicable
to each Authenticating Agent.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in substitution for the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:
<PAGE>
                                                                              45



            This is one of the Securities issued under the Indenture described
herein.

                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK,
                                                 as Trustee,
                                        By [Authenticating Agent],
                                            as Authenticating Agent

                                        By  ____________________________
                                                 Authorized Officer


                                  ARTICLE NINE
                         CONCERNING THE SECURITYHOLDERS.

         Section 9.01. Action by Securityholders. Whenever in this Indenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by holders of such Securities in person or by agent or proxy appointed
in writing, or (b) by the record of the holders of such Securities voting in
favor thereof at any meeting of holders of such Securities duly called and held
in accordance with the provisions of Article Ten, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of holders
of such Securities.

            Except as otherwise provided in Sections 7.01, 7.02, 7.04 and 7.07,
the Corporation may set a record date in the circumstances permitted by the
Trust Indenture Act of 1939 for the purpose of determining the holders of
Securities of any series entitled to take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), or to vote on any action authorized or permitted to be
given or taken by holders of Securities of such series; provided, that if a
record date is not set by the Corporation prior to the first solicitation of a
holder of Securities of such series in respect of any such action, or, in the
case of any such vote, prior to such vote, the record date for any such action
or vote shall be the 30th day (or, if later, the date of the most recent list of
holders required to be provided pursuant to Section 6.01) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the holders of one or more series of Securities, only the
holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to take, or vote on, the relevant action.

         Section 9.02. Proof of Execution by Securityholders. Subject to the
provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any
instruments by a Securityholder or his agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
<PAGE>
                                                                              46


Trustee. The ownership of Securities shall be provided by the registry books of
the Corporation or by a certificate of the Security registrar.

            The record of any Securityholders' meeting shall be proved in the
manner provided in Section 10.06.

         Section 9.03. Who are Deemed Absolute Owners. The Corporation, the
Trustee, any paying agent, any Security registrar and any Exchange Agent may
deem the person in whose name any Securities shall be registered upon the
registry books of the Corporation to be, and may treat such person as, the
absolute owner of such Security (whether or not such Security shall be overdue)
for the purpose of receiving payment (including any obligation to exchange
Capital Securities for Securities of a series pursuant to Article Seventeen) of
or on account of the principal of (and premium, if any) and interest, if any, on
such Security and for all other purposes; and neither the Corporation nor the
Trustee nor any paying Agent nor any Security registrar nor any Exchange Agent
shall be affected by any notice to the contrary. All such payments so made to
any holder for the time being, or upon his order shall be valid, and, to the
extent of the sum or sums so paid, effective to satisfy and discharge the
liability for moneys payable upon any such Security.

            No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Corporation, the Trustee, any paying agent, any Security registrar or any
Exchange Agent as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as
between a Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Depositary as
holder of any Security.

         Section 9.04. Corporation-Owned Securities Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Securities
have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Corporation or any other obligor on the
Securities or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Corporation or any other
obligor on the Securities shall be disregarded and deemed not to be outstanding
for the purpose of any such determination; provided, that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 9.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation or any such other obligor. In the case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

         Section 9.05. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities specified in this
<PAGE>
                                                                              47


Indenture in connection with such action, any holder of a Security the serial
number of which is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 9.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security (including the
election of the holder of a Security to receive Capital Securities on the
Exchange Date) shall be conclusive and binding upon such holder and upon all
future holders and owners of such Security and of any Security issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Security.

                                  ARTICLE TEN
                           SECURITYHOLDERS' MEETINGS.

         Section 10.01. Purposes of Meetings. A meeting of holders of Securities
of one or more series may be called at any time and from time to time pursuant
to the provision of this Article Ten for any of the following purposes:

                  (1) to give any notice to the Corporation or to the Trustee,
         or to give any directions to the Trustee, or to consent to the waiving
         of any Default or Event of Default hereunder and its consequences, or
         to take any other action authorized to be taken by such Securityholders
         pursuant to any of the provisions of Article Seven;

                  (2) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article Eight;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 11.02; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Securities of one or more series under any other provision of this
         Indenture or under applicable law.

         Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of holders of Securities of one or more series to take any action
specified in Section 10.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every such meeting of the Securityholders setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be mailed to holders of Securities of each series
affected at their addresses as they shall appear on the registry books of the
Corporation. Such notice shall be mailed not less than 20 nor more than 90 days
prior to the date fixed for the meeting.

         Section 10.03. Call of Meetings by Corporation or Securityholders. In
case at any time the Corporation, pursuant to a Board Resolution, or the holders
of at least ten percent in aggregate principal amount of the Securities of one
or more series then outstanding, shall have
<PAGE>
                                                                              48


requested the Trustee to call a meeting of holders of Securities of such series,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Corporation or
such Securityholders may determine the time and the place in said Borough of
Manhattan for such meeting and may call such meeting to take any action
authorized in Section 10.01, by mailing notice thereof as provided in Section
10.02.

         Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of holders of Securities of any series a person shall (a) be a holder of
one or more Securities of such series or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Securities of such
series. The only persons who shall be entitled to be present or to speak at any
meeting of Securityholders shall be the persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Corporation and its counsel.

         Section 10.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 10.03, in which case
the Corporation or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

            Subject to the provisions of Section 9.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000 principal
amount (in the case of Discounted Securities, such principal amount to be
determined as provided in the definition of the term "outstanding") of
Securities of each series affected, held or represented by such Securityholder;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities of each series affected, held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned
from time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

         Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballots on which shall be
subscribed the signatures of the holders of Securities or of their
representatives by proxy and the principal amount of the Securities of each
series affected, held or represented by them. The permanent chairman of the
<PAGE>
                                                                              49


meeting shall appoint two inspectors of votes who shall count all votes cast at
the meting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 10.02. The record
shall show the principal amount of the Securities of each series affected voting
in favor of or against any resolution. The record shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Corporation and the other to the
Trustee to be preserved by the Trustee.

            Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

         Section 10.07. Written Consent in Lieu of Meeting. The written
authorization or consent of the requisite percentage of Securityholders herein
provided, entitled to vote at any such meeting, evidenced as provided in Article
Nine and filed with the Trustee shall be effective in lieu of a meeting of
Securityholders, with respect to any matter provided for in this Article Ten.

                                 ARTICLE ELEVEN
                            SUPPLEMENTAL INDENTURES.

         Section 11.01. Supplemental Indentures without Consent of
Securityholders. The Corporation, when authorized by a resolution of the Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

         (a) to evidence the succession of another corporation to the
Corporation, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Corporation
pursuant to Article Twelve hereof;

         (b) to add to the covenants of the Corporation such further covenants,
restrictions or conditions for the protection of the holders of all or any
series of the Securities as the Board of Directors and the Trustee shall
consider to be for the protection of the holders of all the Securities or the
Securities of any series, as the case may be (and if such covenants are to be
for the benefit of fewer than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of the Securities
of such series), and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions or conditions a
Default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or
condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than
<PAGE>
                                                                              50


that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;

         (c) to provide for the issuance under this Indenture of Securities in
bearer form, registrable or nonregistrable as to principal and with or without
interest coupons, and to provide for exchangeability of such Securities with the
Securities of the same series issued hereunder in fully registered form and to
make all appropriate changes for such purpose, or to permit or facilitate the
issuance of Securities in uncertificated form;

         (d) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01;

         (e) to add to the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of
Securities, as herein set forth, other conditions, limitations and restrictions
thereafter to be observed;

         (f) to provide for the terms and conditions upon which Securities which
qualify as capital under rules, regulations, orders, interpretive rulings and
guidelines of the Primary Federal Regulator as from time to time in effect may
be issued and the terms and characteristics of any such Securities; provided,
however, that any such Securities shall be subordinated to Senior Indebtedness
as provided in Article Sixteen; provided further, that no such supplemental
indenture shall effect any change in any Securities which may at the time be
outstanding under this Indenture;

         (g) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 8.11
hereof;

         (h) to provide for the terms and conditions of conversion into Common
Stock, securities or other property of the Securities of any series which are
convertible into Common Stock, securities or other property to the extent such
terms and conditions differ from those set forth in Article Nineteen;

         (i) to add to, change or eliminate any of the provisions of this
Indenture; provided, that any such addition, change or elimination (i) shall
become effective only when no Security of any series entitled to the benefits of
such provision and issued prior to the execution of such supplemental indenture
is outstanding or (ii) shall not apply to any outstanding Security; or

         (j) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture or to make such other provisions in regard to matters or questions
arising under this Indenture or any supplemental indenture which the Board of
Directors may deem necessary or desirable and which shall not adversely affect
in any material respect the interest of the holders of the Securities.
<PAGE>
                                                                              51



         The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Corporation and the Trustee without the consent of
the holders of any of the Securities at the time outstanding, notwithstanding
any of the provisions of Section 11.02.

         Section 11.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Section 9.01) of the holders of not
less than a majority in aggregate principal amount of the Securities at the time
outstanding of each series affected by such supplemental indenture, the
Corporation, when authorized by a resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the right of the
holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall, without the consent of the holder of each Security
affected thereby, (i) change the stated maturity date of the principal of, or
any installment of principal of or interest on, any Security, (ii) reduce the
principal amount of, or the interest (or premium, if any), on, any Security,
(iii) reduce the portion of the principal amount of a Discounted Security
payable upon acceleration of the maturity thereof, (iv) reduce any amount
payable upon redemption of any Security, (v) change the place or places where,
or the coin or currency in which, any Security or any premium or the interest
thereon is payable as specified in such Security, (vi) change the definition of
"Market Value" in Section 1.01, (vii) impair the right of any holder of
Securities of any series to receive on any Exchange Date for Securities of such
series Capital Securities with a Market Value equal to that required by the
terms of the Securities, (viii) impair the right of any holders of Securities of
a series entitled to the conversion rights set forth in Article Nineteen to
receive shares of Common Stock, securities or other property upon the exercise
of such conversion rights, (ix) impair the right of a holder to institute suit
for the enforcement of any payment on or with respect to any Security (including
any right of redemption at the option of the holder of such Security), or for
the delivery of Capital Securities in exchange for Securities pursuant to
Article Seventeen, or to require the Corporation to sell Capital Securities in a
Secondary Offering pursuant to Article Seventeen, or for the delivery of Common
Stock, securities or other property upon conversion of Securities pursuant to
Article Nineteen, (x) reduce the aforesaid percentage of Securities of any
series, the holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Securities of any series the holders of
which are required to waive any past Default or Event of Default, as specified
in Section 7.07, or (xi) modify the foregoing provisions of clauses (i) through
(x). A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the holders of Securities of
<PAGE>
                                                                              52


such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the holders of Securities of
any other series.

         Upon the request of the Corporation, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Corporation in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 11.03. Compliance with Trust Indenture Act of 1939; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Eleven shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Corporation and the holders of Securities of the
series affected shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section 11.04. Notation on Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Eleven may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Corporation shall so determine, new Securities so modified as to confirm, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may, at the Corporation's
expense, be prepared and executed by the Corporation, authenticated by the
Trustee and delivered in exchange for the Securities then outstanding.

         Section 11.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee. The Trustee, subject to the provisions of Sections 8.01 and
8.02, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article Eleven.
<PAGE>
                                                                              53



                                 ARTICLE TWELVE
                         CONSOLIDATION, MERGER AND SALE.

         Section 12.01. Corporation May Consolidate, etc., on Certain Terms. The
Corporation covenants that it will not merge or consolidate with or into any
other corporation or sell or convey all or substantially all of its assets as an
entirety to any other corporation, unless (i) either the Corporation shall be
the continuing corporation, or the successor corporation (if other than the
Corporation) shall expressly assume the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all the Securities
(including issuance and delivery of Capital Securities pursuant to Article
Seventeen), according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Corporation (including, without limitation, the
obligation of the Corporation to deliver shares of Common Stock, securities or
other property upon conversion of Securities eligible for conversion in
accordance with Article Nineteen, by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee by such corporation and
(ii) the Corporation or such successor corporation, as the case may be, shall
not, immediately after such merger or consolidation, or such sale or conveyance,
be in default in the performance or observance of any such covenant or
condition.

         Section 12.02. Successor Corporation to be Substituted. In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on all the
Securities (including issuance and delivery of Capital Securities pursuant to
Article Seventeen) and the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Corporation, such
successor corporation shall succeed to and be substituted for the Corporation,
with the same effect as if it had been named herein as the Corporation. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Corporation any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Corporation and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Corporation to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Securities of a
particular series so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities of such series theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

         Section 12.03. Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 8.01 and 8.02, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance and
any such assumption complies with the provisions of this Article.
<PAGE>
                                                                              54



                                ARTICLE THIRTEEN
                    SATISFACTION AND DISCHARGE OF INDENTURE.

         Section 13.01. Discharge of Indenture. If at any time (a) the
Corporation shall have paid or caused to be paid the principal of (and premium,
if any) and interest, if any, on all the Securities theretofore authenticated
hereunder (other than Securities which have been destroyed, lost or stolen and
which have been replaced or paid or exchanged as provided in Section 3.05 and
other than Securities for whose payment money (including Capital Securities, if
required) has theretofore been deposited in trust or segregated and held in
trust by any paying agent or Exchange Agent and thereafter repaid to the
Corporation or discharged from such trust, as provided in Section 13.04, or paid
to any State or to the District of Columbia pursuant to its unclaimed property
or similar laws), as and when the same shall have become due and payable, or (b)
the Corporation shall have delivered to the Trustee cancelled or for
cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid or exchanged as provided in Section
3.05), or (c)(i) all the Securities of any series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Corporation shall have
irrevocably deposited or caused to be deposited with the Trustee or any paying
agent or Exchange Agent, in trust, funds (and Capital Securities, if required)
sufficient to pay at maturity or upon redemption all Securities of such series
(other than any such Securities which shall have been mutilated, destroyed, lost
or stolen and which shall have been replaced or paid or exchanged as provided in
Section 3.05) not theretofore cancelled or delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest, if any,
due or to become due to such date of maturity as the case may be, but excluding,
however, the amount of any moneys (including Capital Securities, if required)
for the payment of the principal of (and premium, if any) or interest, if any,
on the Securities of such series (1) theretofore deposited with the Trustee or
any paying agent or Exchange Agent and repaid by the Trustee or any paying agent
or Exchange Agent to the Corporation in accordance with the provisions of
Section 13.04, or (2) paid to any State or the District of Columbia pursuant to
its unclaimed property or similar laws, and if, in any such case, the
Corporation shall also pay or cause to be paid all other sums (including Capital
Securities, if required) payable hereunder by the Corporation with respect to
Securities of such series, then this Indenture shall cease to be of further
effect with respect to Securities of such series (except as to (i) rights of
registration of transfer and exchange, and the Corporation's right of optional
redemption, (ii) substitution of mutilated, destroyed, lost or stolen
Securities, (iii) rights of holders to receive payments of principal (including
principal to be paid by the delivery of Capital Securities) thereof and interest
thereon, and remaining rights of the holders to receive mandatory sinking fund
payments, if any, (iv) any surviving rights to exchange Securities for Capital
Securities pursuant to Article Seventeen or to convert Securities into Common
Stock, securities or other property pursuant to Article Nineteen, (v) the
rights, obligations and immunities of the Trustee hereunder and (vi) the rights
of the Securityholders of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them), and
the Trustee, on demand of the Corporation accompanied by
<PAGE>
                                                                              55


an Officers' Certificate and an Opinion of Counsel as required by Section 20.05
and at the cost and expense of the Corporation, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
Securities of such series, the Corporation, however, hereby agreeing to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

         Section 13.02. Deposited Moneys to be Held in Trust by Trustee. All
moneys and Capital Securities deposited with the Trustee or any paying agent or
Exchange Agent pursuant to Section 18.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent or Exchange Agent
(including the Corporation if acting as its own paying agent or Exchange Agent),
to the holders of the particular Securities for the payment of which such moneys
and Capital Securities have been deposited with the Trustee, or any paying agent
or Exchange Agent, of all sums due and to become due thereon for principal
(including principal to be paid by the delivery of Capital Securities) (and
premium, if any) and interest, if any.

         Section 13.03. Paying Agent or Exchange Agent to Repay Moneys and
Capital Securities Held. Upon the satisfaction and discharge of this Indenture
all moneys and Capital Securities then held by any paying agent or Exchange
Agent of the Securities (other than the Trustee) shall, upon demand of the
Corporation, be repaid to it or paid to the Trustee, and thereupon such paying
agent or Exchange Agent shall be released from all further liability with
respect to such moneys.

         Section 13.04. Return of Unclaimed Moneys. Any moneys or Capital
Securities deposited with or paid to the Trustee or any paying agent or Exchange
Agent for payment of the principal of (or premium, if any) or interest, if any,
on or the Exchange Price for Securities of any series and not applied but
remaining unclaimed by the holders of such Securities for two years after the
date upon which the principal of (or premium, if any) or interest, if any, or
the Exchange Price, on such Securities, as the case may be, shall have become
due and payable, shall be repaid to the Corporation by the Trustee or such
paying agent on demand; and the holder of any of such Securities shall
thereafter look only to the Corporation for any payment which such holder may be
entitled to collect.

                                ARTICLE FOURTEEN
        IMMUNITY OF INCORPORATORS; STOCKHOLDERS, OFFICERS AND DIRECTORS.

         Section 14.01. Indenture and Securities Solely Corporate Obligations.
No recourse for the payment of the principal of (or premium, if any) or
interest, if any, on any Security, or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Corporation in this Indenture or in any supplemental indenture,
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or of any
successor corporation, either directly or through the Corporation or any
successor corporation, whether by virtue of any constitution, statute or rule of
<PAGE>
                                                                              56


law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                ARTICLE FIFTEEN
                                 SINKING FUNDS.

         Section 15.01. General. Any redemption of Securities of any series
under any sinking fund as required or permitted by the terms of any form of
Securities duly issued pursuant to this Indenture shall be made in accordance
with such terms and this Article Fifteen.

         The Securities of any series may be subject to redemption pursuant to a
sinking fund, in whole or in part, as set forth in the form of Security for the
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 15.02 hereof. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.

         Section 15.02. Satisfaction of Sinking Fund Payments with Securities.
The Corporation (1) may deliver to the Trustee for cancellation outstanding
Securities of a series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been redeemed either at
the election of the Corporation pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

         Section 15.03. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Corporation will deliver to the Trustee an Officers' Certificate (which need
not comply with Section 20.05) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 15.02 hereof and will also deliver to the Trustee any
Securities to be so delivered if not theretofore delivered. Not less than 45
days before each sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 4.03 hereof and cause notice of the redemption thereof to
be given in the
<PAGE>
                                                                              57


manner provided in Section 4.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 4.05 and 4.06.

                                ARTICLE SIXTEEN
                        SUBORDINATION OF THE SECURITIES.

         Section 16.01. Agreement that the Securities be Subordinated to the
Extent Provided. The Corporation, for itself, its successors and assigns,
covenants and agrees, and each holder of a Security likewise covenants and
agrees by his acceptance thereof, that the obligation of the Corporation to make
any payment of principal (including principal to be paid by the delivery of
Capital Securities) of and interest on each and all of the Securities is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
to the prior payment in full of (i) all Senior Indebtedness and (ii) with
respect to Post-Amendment Securities only, under the circumstances described in
Section 16.04, all Additional Senior Obligations. Subject to the provisions of
this Article, all Securities will rank pari passu in right of payment with all
other Securities.

         Section 16.02. Corporation Not to Make Payments with Respect to
Securities in Certain Circumstances. No payment of principal of (and premium, if
any) or interest on the Securities or exchange of Securities for Capital
Securities shall be made and no holder of the Securities shall be entitled to
demand or receive any such payment or exchange (i) unless all amounts of
principal of (and premium, if any) and interest then due on all Senior
Indebtedness shall have been paid in full or duly provided for, or (ii) if, at
the time of such payment or exchange or immediately after giving effect thereto,
there shall exist with respect to any Senior Indebtedness any event of default
permitting the holders thereof to accelerate the maturity thereof or any event
which, with notice or lapse of time or both, would become such an event of
default.

         Section 16.03. Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation or Reorganization of the Corporation.
Upon any distribution of the assets of the Corporation in connection with the
dissolution, winding up, liquidation or reorganization of the Corporation
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Corporation or otherwise), the holders of Senior
Indebtedness shall first be entitled to receive payment in full in accordance
with the terms of such Senior Indebtedness of the principal thereof (and
premium, if any) and the interest due thereon before the holders of the
Securities are entitled to receive any payment on the Securities. Upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Corporation of any kind or character, whether in
cash, property or securities, to which the holders of the Securities would be
entitled except for the provisions of this Article, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Corporation being subordinated to the payment of
the Securities, shall be made by the liquidating trustee or agent or other
Person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the
<PAGE>
                                                                              58


trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the principal of and premium,
if any, and interest (including interest accruing subsequent to the commencement
of any proceeding for the bankruptcy or reorganization of the Corporation under
any applicable bankruptcy, insolvency, or similar law now or hereafter in
effect) on the Senior Indebtedness held or represented by each, to the extent
necessary to pay in full all such Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

            If the holders of the Securities, or any of them, shall fail to file
a proper claim in the form required in any proceeding referred to in the first
paragraph of this Section, prior to thirty days before the expiration of the
time to file such claim or claims pursuant to the authority granted to the
Trustee pursuant to the provisions of Section 7.02, then the holders of Senior
Indebtedness are hereby authorized to file an appropriate claim or claims for
and on behalf of the holders of the Securities in the form required in any such
proceeding.

            In the event that, notwithstanding the foregoing, upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Corporation of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other indebtedness
of the Corporation being subordinated to the payment of the Securities, shall be
received by the Trustee, any paying agent, any Exchange Agent or the holders of
the Securities before all Senior Indebtedness is paid in full, then, subject to
the receipt by the Trustee, any paying agent or any Exchange Agent of notice
pursuant to Section 16.08, such payment or distribution shall be held in trust
for the benefit of and shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably as aforesaid for application
to the payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            Subject to the payment in full of all Senior Indebtedness, the
holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of assets of the
Corporation applicable to such Senior Indebtedness until the Securities shall be
paid in full, and none of the payments or distributions to the holders of such
Senior Indebtedness to which the holders of the Securities or the Trustee would
be entitled except for the provisions of this Article or of payments over,
pursuant to the provisions of this Article, to the holders of such Senior
Indebtedness by the holders of the Securities or the Trustee shall, as between
the Corporation, its creditors other than the holders of such Senior
Indebtedness and the holders of the Securities, be deemed to be a payment by the
Corporation to or on account of such Senior Indebtedness; it being understood
that the provisions of Section 16.02 and this Section are and are intended
solely for the purpose of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

         Section 16.04. Post-Amendment Securities Subordinated to Prior Payment
of All Additional Senior Obligations on Dissolution, Liquidation or
Reorganization of the Corporation.
<PAGE>
                                                                              59


Upon the occurrence of any of the events specified in the first paragraph of
Section 16.03, the provisions of that Section shall be given effect to determine
the amount of cash, property or securities which may be payable or deliverable
as between the holders of Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand. If after giving effect to the provisions of
Section 16.03, any amount of cash, property or securities shall be available for
payment or distribution in respect of the Securities, including, without
limitation, any such amount that shall be available pursuant to the rights of
subrogation set forth in the final paragraph of Section 16.03 ("Excess
Proceeds"), then such Excess Proceeds shall be made available by the liquidating
trustee or agent or other Person making such payment or distribution of assets,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
for the ratable benefit of the Securities; provided, that if any creditors in
respect of Additional Senior Obligations shall not have received payment in full
of all amounts due or to become due on or in respect of Additional Senior
Obligations (and provision shall not have been made for such payment in money or
money's worth), then the amount of Excess Proceeds available for payment or
distribution in respect of Post-Amendment Securities shall first be applied to
pay or provide for the ratable payment of Additional Senior Obligations
remaining unpaid, to the extent necessary to pay all Additional Senior
Obligations in full, after giving effect to any concurrent payment or
distribution in respect of Additional Senior Obligations. Any Excess Proceeds
originally available in respect of Post-Amendment Securities remaining after the
payment (or provision for payment) in full of all Additional Senior Obligations
shall continue to be available for payment or distribution in respect of
Post-Amendment Securities.

            If the holders of Post-Amendment Securities, or any of them, shall
fail to file a proper claim in the form required in any proceeding referred to
in the first paragraph of Section 16.03, prior to thirty days before the
expiration of the time to file such claim or claims pursuant to the authority
granted to the Trustee pursuant to the provisions of Section 7.02, then the
holders of Additional Senior Obligations are hereby authorized to file an
appropriate claim or claims for and on behalf of the holders of Post-Amendment
Securities in the form required in any such proceeding.

            If after giving effect to the provisions of Section 16.03, in the
event that, notwithstanding the foregoing provisions of this Section 16.04, upon
the occurrence of any of the events described in the first paragraph of Section
16.03, any payment or distribution of assets of the Corporation of any kind or
character in respect of the Post-Amendment Securities, whether in cash, property
or securities, including any such payment or distribution which may be payable
or deliverable by reason of the payment of any other indebtedness of the
Corporation being subordinated to the payment of the Post-Amendment Securities,
shall be received by the Trustee, any paying agent, any Exchange Agent or the
holders of the Post-Amendment Securities before all Additional Senior
Obligations are paid in full, then, subject to receipt by the Trustee, any
paying agent or any Exchange Agent of notice pursuant to Section 16.08, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over to the holders of such additional Senior Obligations or their
representative or representatives, ratably as aforesaid for application to the
payment of all Additional Senior Obligations remaining unpaid until all such
Additional Senior Obligations shall have been paid in full, after giving effect
to any concurrent payment or distribution to the holders of such Additional
Senior Obligations.
<PAGE>
                                                                              60



         Subject to the payment in full of all Additional Senior Obligations,
the holders of the Post-Amendment Securities shall be subrogated to the rights
of the holders of such Additional Senior Obligations to receive payments or
distributions of assets of the Corporation applicable to such Additional Senior
Obligations until the Post-Amendment Securities shall be paid in full, and none
of the payments or distributions to the holders of such Additional Senior
Obligations to which the holders of the Post-Amendment Securities or the Trustee
would be entitled except for the provisions of this Article or of payments over,
pursuant to the provisions of this Article, to the holders of such Additional
Senior Obligations by the holders of the Post-Amendment Securities or the
Trustee shall, as between the Corporation, its creditors other than the holders
of such Additional Senior Obligations and the holders of the Post-Amendment
Securities, be deemed to be a payment by the Corporation to or on account of
such Additional Senior Obligations; it being understood by the parties hereto
that the provisions of this Section are and are intended solely for the purpose
of defining the relative rights of the holders of the Post-Amendment Securities,
on the one hand, and the holders of the Additional Senior Obligations, on the
other hand.

         Section 16.05. Obligation of the Corporation to Give Prompt Notice to
Trustee; Trustee and Holders of Securities May Rely on Certificate of
Liquidating Agent; Trustee May Require Further Evidence as to Ownership of
Senior Indebtedness and Additional Senior Obligations. The Corporation shall
give prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Corporation within the meaning of this
Article. The Trustee, subject to the provisions of Section 8.01, shall be
entitled to assume that no such event has occurred unless the Corporation or any
one or more holders of Senior Indebtedness or Additional Senior Obligations or
any trustee therefor (who shall have been certified or otherwise established to
the satisfaction of the Trustee to be such a holder or trustee) has given
written notice thereof to the Trustee at its corporate trust office in
accordance with Section 16.08. Upon any distribution of assets of the
Corporation referred to in this Article, the Trustee and the holders of the
Securities shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and Additional Senior Obligations, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Article, and the Trustee, subject to the provisions
of Article Eight, and the holders of the Securities shall be entitled to rely
upon a certificate of the liquidating trustee or agent or other Person making
any distribution to the Trustee or to the holders of the Securities for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and Additional Senior
Obligations, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.
In the absence of notice from any liquidating trustee, agent or other Person to
the contrary, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself to be a holder of Senior Indebtedness or Additional
Senior Obligations (or a trustee or representative on behalf of such holder), as
the case may be, as evidence that such Person is a holder of Senior
<PAGE>
                                                                              61


Indebtedness or Additional Senior Obligations (or is such a trustee or
representative), as the case may be. In the event that the Trustee determines,
in good faith, that further evidence is required with respect to the right of
any Person, as a holder of Senior Indebtedness or Additional Senior Obligations,
as the case may be, to participate in any payment or distribution pursuant to
this Section, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness or Additional Senior Obligations, as the case may be, held by such
Person, as to the extent to which such Person is entitled to participation in
such payment or distribution, and as to other facts pertinent to the rights of
such Person under this Section, and if such evidence is not furnished, the
Trustee may defer any payment to such person pending judicial determination as
to the right of such Person to receive such payment.

         Section 16.06. Obligation of the Corporation Unconditional. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Corporation and the holders of the
Securities, the obligation of the Corporation, which is absolute and
unconditional, to pay to the holders of the Securities the principal of and
interest (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or reorganization of the Corporation under any
applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on
the Securities as and when the same shall become due and payable in accordance
with the terms thereof and to deliver Capital Securities in exchange for
Securities when required pursuant to the Securities and this Indenture, or is
intended to or shall affect the relative rights of the holders of the Securities
and creditors of the Corporation other than the holders of the Senior
Indebtedness and Additional Senior Obligations, nor shall anything herein or
therein prevent the Trustee or the holder of any Securities from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness and Additional Senior Obligations in respect of cash,
property, or securities of the Corporation received upon the exercise of any
such remedy.

         Section 16.07. No Fiduciary Duty to Holders of Senior Indebtedness or
Additional Senior Obligations. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness or Additional Senior
Obligations, as the case may be, but shall have only such obligations to such
holders as are expressly set forth in Sections 16.03 and 16.04.

         Section 16.08. Notice to Trustee of Facts Prohibiting Payments.
Notwithstanding any of the provisions of this Article or any other provision of
this Indenture, neither the Trustee, any paying agent nor any Exchange Agent
shall at any time be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of moneys to or by the Trustee or any
paying agent or any delivery of Capital Securities or moneys by any Exchange
Agent, when required pursuant to the Securities and this Indenture, unless and
until the Trustee, any paying agent or any Exchange Agent shall have received at
its corporate trust office written notice thereof from the Corporation or from
one or more holders of Senior Indebtedness or from any trustee therefor or from
any holder of Additional Senior Obligations, or, if applicable, from any trustee
therefor, who shall have been certified by the Corporation or otherwise
established to the reasonable satisfaction of the Trustee to be such a holder or
trustee; and, prior to the receipt of any such written notice, the Trustee, any
paying agent or any Exchange Agent, subject to the provisions of Section 8.01,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which
by the
<PAGE>
                                                                              62


terms hereof any such moneys may become payable for any purpose or any such
Capital Securities are required to be delivered, or in the event of the
execution of an instrument pursuant to Section 12.01 acknowledging satisfaction
and discharge of this Indenture, then if prior to the second Business Day
preceding the date of such execution, the Trustee, any paying agent or any
Exchange Agent shall not have received with respect to such moneys or Capital
Securities or such execution the notice provided for in this Section, then,
anything herein contained to the contrary notwithstanding, the Trustee, any
paying agent or any Exchange Agent may, in its discretion, receive such moneys
or Capital Securities and/or apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it on or after either such date, as the case may be; provided,
however, no such application shall affect the obligations under this Article of
the Persons receiving such moneys or Capital Securities from the Trustee, any
paying agent or any Exchange Agent.

         Section 16.09. Application by Trustee of Moneys Deposited with It.
Anything in this Indenture to the contrary notwithstanding, any deposit of
moneys or Capital Securities to be exchanged for Securities on any Exchange Date
by the Corporation with the Trustee or any paying agent or any Exchange Agent
(whether or not in trust) for the payment of the principal of, interest on or
the Exchange Price for any Securities shall, except as provided in Section
16.08, be subject to the provisions of Sections 16.01, 16.02, 16.03 and 16.04.

         Section 16.10. Subordination Rights Not Impaired by Acts or Omissions
of the Corporation or Holders of Senior Indebtedness or Additional Senior
Obligations. No right of any present or future holders of any Senior
Indebtedness or Additional Senior Obligations to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Corporation or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Corporation
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.
The holders of Senior Indebtedness and Additional Senior Obligations may at any
time or from time to time and in their absolute discretion, change the manner,
place or terms of payment, change or extend the time of payment of, or renew or
alter, any such Senior Indebtedness or Additional Senior Obligations, or amend
or supplement any instrument pursuant to which any such Senior Indebtedness or
Additional Senior Obligations is issued or by which it may be secured, or
release any security therefor, or exercise or refrain from exercising any other
of their rights under the Senior Indebtedness or Additional Senior Obligations,
including, without limitation, the waiver of default thereunder, all without
notice to or assent from the holders of the Securities or the Trustee and
without affecting the obligations of the Corporation, the Trustee or the holders
of the Securities under this Article.

         Section 16.11. Authorization of Trustees to Effectuate Subordination of
the Securities. Each holder of a Security, by his acceptance thereof, authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Securities and
the holders of Senior Indebtedness and Additional Senior Obligations, the
subordination provided in this Article.

         Section 16.12. Right of Trustee to Hold Senior Indebtedness or
Additional Senior Obligations. The Trustee shall be entitled to all of the
rights set forth in this Article in respect of
<PAGE>
                                                                              63


any Senior Indebtedness or Additional Senior Obligations at any time held by it
to the same extent as any other holder of such Senior Indebtedness or Additional
Senior Obligations, as the case may be, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.

         Section 16.13. Article Sixteen Not to Prevent Defaults. The failure to
make a payment or to deliver Capital Securities in exchange for Securities
pursuant to the Securities by reason of any provision in this Article shall not
be construed as preventing the occurrence of a Default or an Event of Default.

                               ARTICLE SEVENTEEN
                 EXCHANGE OF CAPITAL SECURITIES FOR SECURITIES.

         Section 17.01. Applicability of Article. This Article shall apply to
Securities of a series which are exchangeable by their terms for Capital
Securities. The Corporation shall exchange Capital Securities for such
Securities in accordance with their terms and in accordance with this Article.

         Section 17.02. Exchange of Capital Securities. At maturity and at any
earlier time or times as established in the terms of Securities of any series as
contemplated by Section 3.01, the Securities of a series will be exchanged for
Capital Securities with a Market Value equal to 100% of the principal amount of
such Securities or, at its option, the Corporation shall pay the principal of
such Securities from amounts representing Designated Proceeds (unless, as
specified in the Securities and this Indenture, the Securities of such series
are earlier redeemed or exchanged and except to the extent the obligation of the
Corporation to exchange Capital Securities for Securities of such series is
revoked with respect to all or any part of the Securities of such series
pursuant to the Securities and Section 17.10). Notice of an Exchange Date shall
be given in the manner described in Section 17.04(a). An Exchange Date
established pursuant to this paragraph may be accelerated to any date on or
after the date 60 days prior to the date so established by a later notice given
by the Corporation in the manner prescribed in Section 17.04(b) not less than
three Business Days prior to the accelerated Exchange Date.

         No fractional Capital Securities shall be issued upon exchange for any
Securities. If more than one Security of any Series shall be surrendered for
exchange at one time by the same holder, the amount of all Capital Securities
which shall be issuable upon exchange thereof shall be computed on the basis of
the aggregate principal amount of Securities so surrendered. In lieu of issuing
any fractional Capital Security, the Corporation shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction of the Market
Value of the Capital Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the exchange of Securities shall relate, in
the case of any Security exchanged or to be exchanged only in part, to the
portion of the principal amount of such Security which has been or is to be
exchanged.
<PAGE>
                                                                              64



         Section 17.03. Evidence of Exchange. An Officers' Certificate shall
evidence any election of the Corporation to exchange Capital Securities for
Securities of a series prior to their stated maturity pursuant to Section 17.02
and the terms of the Securities of such series.

         Section 17.04. Notices of Exchange. (a) All notices subject to this
paragraph shall be given in the manner described in Section 17.04(b) not less
than 90 nor more than 120 days prior to any Exchange Date. The Company shall
promptly deliver a copy of each such notice to the Trustee and the Exchange
Agent.

                  All notices of exchange shall:

                  (1) state the Exchange Date and that the Exchange Date is
         subject to acceleration in the manner described in Section 17.02;

                  (2) state the type of Capital Securities to be exchanged for
         the Securities on such Exchange Date;

                  (3) contain or be accompanied by the form of Capital
         Securities Election Form specified in Section 17.08;

                  (4) if less than all of the outstanding Securities of a series
         are to be exchanged on such Exchange Date, state the serial numbers of
         Securities selected to be exchanged and, in the case of Securities to
         be exchanged in part, the portions thereof selected for exchange;

                  (5) state that each holder of Securities being exchanged will
         receive on such Exchange Date accrued and unpaid interest in cash
         (subject to Section 3.02) and may elect to receive Capital Securities
         in exchange for Securities of such series with a Market Value equal to
         the principal amount of the Securities of such series by returning the
         Capital Securities Election Form contained in Section 17.08 within the
         time set forth therein (which shall be a date 30 days subsequent to the
         giving of the notice described in Section 17.04(a));

                  (6) state that, if the holder does not return the Capital
         Securities Election Form within the specified time period, such holder
         shall be deemed to have received Capital Securities on the Exchange
         Date and to have elected to have such Capital Securities sold by the
         Corporation in the related Secondary Offering and the proceeds thereof,
         together with accrued and unpaid interest, delivered to such holder on
         the Exchange Date; provided, however, that in the event the Corporation
         does not effect the Secondary Offering or sell in a Secondary Offering
         a sufficient amount of Capital Securities so that the sale proceeds
         thereof, when added to any Designated Proceeds which the Corporation
         has elected to apply, are sufficient to satisfy all cash elections,
         such holder will receive on the Exchange Date Capital Securities to the
         extent that the aggregate cash elections exceed the proceeds of any
         Secondary Offering and such Designated Proceeds;
<PAGE>
                                                                              65



                  (7) state that on such Exchange Date the Exchange Price will
         become due and payable, whether in money or Capital Securities, with
         respect to each such Security to be exchanged and that interest thereon
         will cease to accrue on and after such Exchange Date;

                  (8) state that because the Market Value of Capital Securities
         sold in the Secondary Offering will be determined prior to the Exchange
         Date, holders of Securities who elect to receive Capital Securities on
         the Exchange Date will bear the market risk with respect to the value
         of the Capital Securities to be received from the date such Market
         Value is determined to the Exchange Date;

                  (9) state that each holder for whom Capital Securities are
         being offered in the Secondary Offering shall be deemed to have
         appointed the Corporation its attorney-in-fact to execute any and all
         documents and agreements which the Corporation deems necessary or
         appropriate to effect such Secondary Offering and the precise terms of
         such appointment;

                  (10) state that (i) the Corporation will assume, unless
         advised to the contrary in writing, that the Capital Securities are to
         be offered for the account of the holder, that such holder has not held
         any position, office or other material relationship with the
         Corporation within three years preceding the Secondary Offering, that
         the holder owns no such Capital Securities which are held other than in
         the name of the holder and that after completion of the Secondary
         Offering the holder will own less than one percent of the class of such
         Capital Securities, (ii) if any of these assumptions are not correct,
         the holder shall promptly so advise the Corporation, and (iii) a
         failure on the part of such holder to promptly advise the Corporation
         of the incorrectness of any of such assumptions will expose such holder
         to liability to the Corporation, other holders of Securities of such
         series and underwriters, agents and other similar persons to the extent
         set forth in Section 17.05 and exonerate the Corporation from liability
         to such holder to the extent set forth in Section 17.09; and

                  (11) state the place or places where such Securities are to be
         surrendered for payment or exchange for Capital Securities.

         (b) Each notice shall be given to the holders of Securities of any
series to be exchanged by first-class mail, postage prepaid, to their address as
they shall appear on the Security register and published in an Authorized
Newspaper. The Corporation shall promptly deliver a copy of each such notice to
the Trustee and the Exchange Agent. If Capital Securities are to be delivered on
the Exchange Date, notice shall be given, in a like manner, not less than five
Business Days prior to the Exchange Date of the amount of Capital Securities to
be exchanged for each $1,000 principal amount of Securities of such series.

         (c) If less than all the Securities of a series are to be exchanged,
the Corporation shall at least 15 days prior to the notice establishing such
Exchange Date (unless a shorter period shall be satisfactory to the Trustee)
notify the Trustee of such Exchange Date and of the principal amount of
Securities of such series to be exchanged, and the particular Securities to be
exchanged shall be selected in authorized denominations by the Trustee from the
outstanding
<PAGE>
                                                                              66


Securities of such series by such method as the Trustee shall deem fair and
equitable, provided that such method shall comply with the requirements of
applicable law, including Federal securities laws.

         The Trustee shall promptly notify the Corporation in writing of the
Securities selected for exchange and, in the case of any Securities selected for
partial exchange, the principal amount thereof to be exchanged.

         Section 17.05. Rights and Duties of Holders of Securities to be
Exchanged for Capital Securities. (a) Subject to Section 7.01 and 7.02 and
without prejudice to the rights pursuant to Section 17.09 of holders of
Securities of any series to be exchanged, no holder of Securities of a series
which is exchangeable in accordance with its terms shall be entitled to receive
any cash from the Corporation on any Exchange Date except from the proceeds of
the sale of Capital Securities in the related Secondary Offering or from
Designated Proceeds and except as provided herein in lieu of any fractional
Capital Securities and for accrued and unpaid interest. In the event the
Corporation does not, prior to any Exchange Date, effect a Secondary Offering or
sell in a Secondary Offering a sufficient amount of Capital Securities so that
the sale proceeds thereof, when added to any Designated Proceeds, are sufficient
to satisfy all cash elections, Cash Election Holders will on the Exchange Date
receive whole Capital Securities and not cash to the extent that aggregate cash
elections exceed the aggregate amount of any Secondary Offering sale proceeds
and any Designated Proceeds. If Cash Election Holders are to receive any Capital
Securities on any Exchange Date, the Trustee will allocate such Capital
Securities, any proceeds of a Secondary Offering and any available Designated
Proceeds among Cash Election Holders on a pro rata basis to the extent
practicable or by such other means as the Trustee deems fair and appropriate
and, in any event, in such manner as may be required by applicable law. In such
event, the Corporation will have no continuing obligation to effect a Secondary
Offering in respect of the Capital Securities received by Cash Election Holders,
but will not be relieved of any liability for money damages it would have for
breach of its obligation to effect a Secondary Offering of sufficient amounts of
Capital Securities. To the extent such Cash Election Holders do not receive cash
they will receive whole Capital Securities for the balance and cash in lieu of
any fractional Capital Security.

         (b) Each holder for whom Capital Securities are offered in a Secondary
Offering shall be deemed to have appointed the Corporation its attorney-in-fact
to execute any and all documents and agreements the Corporation deems necessary
or appropriate to effect such Secondary Offering on such terms as are set out in
the notice described in Section 17.04(a).

         (c) Unless advised to the contrary in writing within 30 days following
the giving of the notice described in Section 17.04(a) by any holder for whom
Capital Securities are offered in a Secondary Offering, the Corporation shall
assume for the purposes of such Secondary Offering that the Capital Securities
are to be offered for the account of such holder, that such holder has not held
any position or office or had any other material relationship with the
Corporation with-in three years preceding the Secondary Offering, that such
holder owns no such Capital Securities which are held other than in the name of
such holder and that after completion of the Secondary Offering such holder will
own less than 1% of each class of such Capital Securities.
<PAGE>
                                                                              67



         (d) Each holder of Securities for whom Capital Securities we offered in
the Secondary Offering is deemed by virtue of taking delivery of Securities to
agree, to the extent such agreement is enforceable under applicable law, to
indemnify and hold harmless the Corporation, any other holder and any
underwriter, agent or other similar person from and against any and all losses,
claims, damages and liabilities resulting from or based upon any untrue
statement or alleged untrue statement of any material fact contained in any
notice of exchange, any offering memorandum or selling document or registration
statement relating to the Secondary Offering, any preliminary prospectus or
prospectus contained therein, or any amendment thereof or supplement thereto, or
resulting from or based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading which untrue statement, alleged untrue statement,
omission or alleged omission is made therein (i) in reliance upon and in
conformity with written information furnished to the Corporation by or on behalf
of such holder specifically for use in connection with the preparation thereof
or (ii) because of such holder's failure to advise the Corporation in writing
that any assumption described in Section 17.04(a)(10) is incorrect.

         (e) In order to receive Capital Securities on any Exchange Date for any
Security, the holder of the Security to be exchanged shall return to the
Exchange Agent a Capital Securities Election Form and surrender to the Exchange
Agent such Security (with, if the Corporation or the Exchange Agent so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Corporation and the Exchange Agent duly executed by, the holder of any
Security or his attorney duly authorized in writing). If no such form is timely
returned by any holder, such holder will be deemed to have received Capital
Securities on the Exchange Date and to have elected to have such Capital
Securities sold by the Corporation in the related Secondary Offering and the
proceeds thereof, together with accrued and unpaid interest, delivered to such
holder on the Exchange Date.

         Section 17.06. Deposit of Exchange Price. At least 90 days prior to any
Exchange Date, the Corporation will appoint an Exchange Agent, and on or prior
to any Exchange Date, the Corporation shall deposit with the Trustee or with the
Exchange Agent (or, if the Corporation is acting as the Exchange Agent,
segregate and hold in trust as provided in Section 5.04) certificates for
Capital Securities and in amount of money which together are sufficient to pay
the Exchange Price of, and accrued interest on, all the Securities or portions
thereof which are to be exchanged on that Exchange Date.

         Section 17.07. Securities Due on Exchange Date; Securities Exchanged in
Part. Notice of exchange having been given as aforesaid, the Securities of any
series so to be exchanged shall, on the Exchange Date, become due and payable at
the Exchange Price therein specified, and from and after such date (unless the
Corporation shall default in the payment of the Exchange Price and accrued
interest) Securities of such series, or portions thereof, to be exchanged shall
cease to bear interest provided, that the Corporation has deposited with the
Exchange Agent (or, if the Corporation is acting as Exchange Agent, segregated
and held in trust as provided in Section 5.04) certificates for Capital
Securities and an amount of money which together are sufficient to pay the
Exchange Price of, and accrued interest on, all the Securities of such series or
portions thereof which are to be exchanged on the Exchange Date in accordance
with Section
<PAGE>
                                                                              68


17.06. Securities of such series to be exchanged or, at the option of the
Corporation, paid as set forth in the terms of the Indenture and the terms of
the Securities of such series shall be deemed to have been exchanged or paid, as
the case may be, on the Exchange Date therefor, and at such time the rights of
the holders of such Securities as holders shall cease and the Person or Persons
entitled to receive Capital Securities issuable upon such exchange shall be
treated for all purposes as the record holder or holders of such Capital
Securities at such time and entitled to receive the Exchange Price as set forth
below. Upon surrender of any Security for exchange in accordance with said
notice, such Security shall be paid by the Corporation at the Exchange Price,
together with accrued interest to, but not including the Exchange Date;
provided, however, that installments of interest whose maturity is on or prior
to the Exchange Date shall be payable to the holders of such Securities, or one
or more predecessor Securities, registered as of the close of business on the
record date for payment of interest on such Securities according to their terms
and the provisions of Section 3.02.

         If any Security of any series for which the notice specified in Section
17.04(a) is duly given shall not be so paid or exchanged upon surrender thereof
for exchange in accordance with Section 17.05(e), the principal shall, until
paid, bear interest from such Exchange Date at the rate or rates prescribed
therefor in such Security.

         Any Security which is to be exchanged only in part shall be surrendered
to the Exchange Agent (with, if the Corporation or the Exchange Agent so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Corporation and the Exchange Agent duly executed by, the
holder thereof or his attorney duly authorized in writing) and the Corporation
shall execute, the Trustee shall authenticate, and there shall be delivered to
the holder of such Security without service charge a new Security or Securities
of the same series, of any authorized denomination as requested by such holder
in aggregate principal amount equal to and in exchange for the unexchanged
portion of the principal of the Security so surrendered.

         Section 17.08. Form of Capital Securities Election Form. The form of
Capital Securities Election Form shall be substantially as follows with such
additions, deletions or changes thereto as may be approved by the Corporation.

                        CAPITAL SECURITIES ELECTION FORM

                 To: [insert name and address of Exchange Agent]


         The undersigned holder of [insert title of Security] (the "Securities")
of Chemical Banking Corporation, hereby elects to receive on the Exchange Date
referred to in the Indenture, dated as of April 1, 1987 (the "Indenture"),
between Chemical Banking Corporation and Morgan Guaranty Trust Company of New
York, Trustee, and referred to in the notice of exchange delivered to the
undersigned with this Capital Securities Election Form, Capital Securities of
Chemical Banking Corporation with a Market Value equal to the principal amount
of the Securities being exchanged registered in the name of the undersigned
holder. Unless this Capital Securities Election Form is received by       at the
address specified above, on or prior to         , 19     (the date 30 days
subsequent to the giving of the notice described in
<PAGE>
                                                                              69


Section 17.04(a) of the Indenture), the holder will be deemed to have elected to
participate in the sale of the holder's Capital Securities in the Secondary
Offering and will receive cash on the Exchange Date in an amount equal to the
principal amount of all Securities being exchanged registered in the name of, or
held by, the holder. All terms used herein and not otherwise defined herein
shall have the meanings specified in the Indenture.

Dated                           , 19
                                                   Name of Holder

List of Serial Numbers of Securities        List of Serial Numbers of Securities






         Section 17.09. Covenants of the Corporation. (a) The Corporation agrees
that all Capital Securities issued in exchange for Securities will upon issuance
be duly and validly issued and, if applicable, fully paid and nonassessable. If
any Capital Securities required to be exchanged for Securities hereunder require
registration with or approval of any governmental authority under any Federal or
State law or any national securities exchange, before such Capital Securities
may be issued, the Corporation shall use its best efforts to cause such Capital
Securities to be duly registered or approved, as the case may be. The
Corporation will pay any and all transfer, stamp or similar taxes that may be
payable in respect of the issue or delivery of Capital Securities in exchange
for Securities pursuant hereto.

         (b) The Corporation unconditionally undertakes to sell or cause to be
sold Capital Securities in each Secondary Offering (and to bear all expenses of
each Secondary Offering, including underwriting discounts and commissions) at
the times and in the manner required by this Indenture and the Securities of the
series exchanged for Capital Securities unless all holders of the Securities of
such series to be exchanged have duly elected to receive Capital Securities on
the related Exchange Date, or the Designated Proceeds the Corporation has
elected to apply to the payment of Securities of such series are sufficient to
satisfy the claims of all Cash Election Holders with respect to the principal
amount of the Securities held by such holders.

         (c) The Corporation agrees, to the extent such agreement is enforceable
under applicable law, to indemnify and hold harmless each holder of Securities
for the account of whom Capital Securities are being offered and sold in
connection with any Secondary Offering and any underwriter, agent or other
similar person from and against any and all losses, claims, damages and
liabilities resulting from or based upon any untrue statement or alleged untrue
statement of any material fact contained in any notice of exchange, any offering
memorandum or selling document or registration statement relating to the
Secondary Offering, any preliminary prospectus or prospectus contained therein,
or any amendment thereof or supplement thereto, or resulting from or based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
<PAGE>
                                                                              70


resulting from the Corporation's failure to comply with Section 17.09(a);
provided, however, that the Corporation will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement, alleged untrue statement, omission or
alleged omission made therein (i) in reliance upon and in conformity with
written information furnished to the Corporation by or on behalf of such holder
specifically for use in connection with the preparation thereof or (ii) because
of such holder's failure to advise the Corporation in writing that any
assumption described in Section 17.04(a)(10) is incorrect. In connection with
any Secondary Offering, the Corporation agrees to obtain usual and appropriate
indemnification of any holder for the account of whom Capital Securities are
being offered and sold in any Secondary Offering from any underwriter, agent or
other similar person.

         (d) The Corporation will effect each Secondary Offering such that the
closing of such Secondary Offering will occur on or before the relevant Exchange
Date.

         Section 17.10. Revocation of Obligation to Exchange Capital Securities
for Securities. The Corporation's obligation to exchange Capital Securities for
Securities of a series which are not redeemed prior to maturity shall be
absolute and unconditional; provided, however, that such obligation may be
revoked with respect to all or any part of the Securities of such series at the
option of the Corporation at any time, on not less than 30 days' prior notice
given in the manner provided in Section 17.04(b) to the holders of the
Securities of such series, the Trustee and the Exchange Agent, if (i) the
Corporation determines that Securities of such series (other than Securities
which am not king treated as "primary capital" or "Tier 1 capital" as the result
of the issuance of Capital Securities) do not constitute "primary capital" or
"Tier 1 capital" of the Corporation under applicable capital guidelines or
regulations at the time being generally applied by its Primary Federal
Regulator, (ii) the Securities of such series (other than Securities which are
not being treated as "primary capital" or "Tier 1 capital" as the result of the
issuance of Capital Securities) cease being treated as "primary capital" or
"Tier 1 capital" of the Corporation by its Primary Federal Regulator under
applicable capital guidelines or regulations at the time being generally applied
by its Primary Federal Regulator, or (iii) approval of the Corporation's Primary
Federal Regulator is obtained, or is not at the time required, for such
revocation and, in each case, the Corporation shall furnish the Trustee with an
Opinion of Counsel to such effect.

         In the event that such obligation is revoked with respect to all or any
part of the Securities of a series:

          (a) the Corporation will pay the percentage of the principal amount
     established in the terms of the Securities of such series in cash from any
     source on the stated maturity thereof, or

          (b) the Corporation may, at any time when pursuant to their terms such
     Securities are redeemable, redeem the Securities in whole or in part, for
     cash in the manner set forth in the Securities at the percentage of the
     principal amount established in the terms of the Securities of such series
     plus accrued interest to the redemption date,

but such Securities shall not thereafter be exchangeable for Capital Securities
under any circumstances. If such obligation is revoked with respect to fewer
than all the Securities of a
<PAGE>
                                                                              71


series, such Securities of such series or portions thereof will be selected by
the Trustee in such manner as the Trustee shall deem equitable and fair and, in
any event, in such manner as may be required by applicable law. Any notice with
respect to the partial revocation of such obligation shall specify the
Securities of such series affected; such notice need not be mailed to holders of
Securities not affected by such revocation.

         Section 17.11. Provision in Case of Consolidation, Merger or Transfer
of Assets. In case of any consolidation of the Corporation with, or merger of
the Corporation into, any other corporation (other than a consolidation or
merger in which the Corporation is the continuing corporation), or in case of
any sale, conveyance or transfer of the properties and assets of the Corporation
substantially as an entirety, the corporation formed by such consolidation or
the corporation into which the Corporation shall have been merged or the
corporation which shall have acquired such assets of the Corporation, as the
case may be, shall execute and deliver to the Trustee a supplemental indenture
providing that the holder of each Security then outstanding shall, subject to
the terms of the Securities and this Article Seventeen, have the right
thereafter to receive securities of such successor on the Exchange Date for such
Security with a Market Value equal to the principal amount of such Security. The
above provisions of this Section shall similarly apply to successive
consolidations, mergers, conveyances or transfers.

         Section 17.12. Responsibility of Trustee. The Trustee shall not at any
time be under any duty or responsibility to any holder of Securities of any
series to be exchanged to determine the Market Value of any Capital Securities
delivered in exchange for Securities of such series and may rely on and shall be
entitled to receive prior to any Exchange Date an Officers' Certificate of the
Corporation as to the Market Value of the Capital Securities being exchanged for
such Securities and the amount of Capital Securities being exchanged for each
$1,000 principal amount of Securities of such series and that such Capital
Securities qualify as Capital Securities under the definition thereof contained
in this Indenture. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any Capital Securities which may at
any time be issued or delivered in exchange for any Security, and the Trustee
does not make any representation with respect thereto. The Trustee shall not be
responsible for any failure of the Corporation to issue, transfer or deliver any
Capital Securities or Capital Security certificates or other securities or
property upon the surrender of any Security for the purpose of exchange or to
comply with any of the covenants of the Corporation contained in this Article.

                                ARTICLE EIGHTEEN
                              DESIGNATED PROCEEDS.

         Section 18.01. Sale or Issuance of Capital Securities to Generate
Designated Proceeds. The Corporation may from time to time, at its option or as
required by the terms of the Securities of a series, sell, issue or exchange
Capital Securities for the purpose of generating Designated Proceeds to be used
to pay or redeem Securities. There will be no segregation of Designated Proceeds
in any account and the holders of any series of Securities and the Trustee will
have no security interest in or other claim upon amounts representing Designated
Proceeds or any investment or earnings thereon until such time, if any, as
amounts representing such Designated
<PAGE>
                                                                              72


Proceeds are deposited with the Trustee or any paying agent or Exchange Agent
for payment in respect of such series of Securities.

         Section 18.02. Optional Redemption Using Designated Proceeds. The
Corporation may elect to redeem the Securities of a series, in whole or in part,
in accordance with the terms of the Securities of such series and of Article
Four by paying the principal of such Securities with amounts representing
Designated Proceeds at a price equal to the percentage of the principal amount
established in the terms of the Securities of such series on the redemption date
of the Securities to be so redeemed and (except if such redemption date shall be
an interest payment date) accrued interest on such Securities to such redemption
date. If such redemption date is an interest payment date, the interest payable
on such date shall be paid to the holder of Securities according to the terms of
the Securities and the provisions of Section 3.02. To the extent provided in the
Securities of a series, and redemption pursuant to this paragraph may be in lieu
of, or in addition to, any exchange of Capital Securities for Securities of such
series which may be made in accordance with the provisions of Article Seventeen.

         Section 18.03. Officers' Certificates as to Designated Proceeds. If any
payment by the Corporation is required, pursuant to the terms of the Securities
of a series and this Indenture, to be made only from amounts representing
Designated Proceeds, the Corporation shall deliver to the Trustee, upon its
request, an Officers' Certificate certifying that such payment had been or will
be made from only Designated Proceeds.

                                ARTICLE NINETEEN
                            CONVERSION OF SECURITIES.

         Section 19.01. General. If so provided in the terms of the Securities
of any series established in accordance with Section 3.01, the principal amount
of the Securities of such series shall be convertible into shares of Common
Stock in accordance with the terms of such series of Securities and this Article
Nineteen; provided, however, that if any of the terms by which any such Security
shall be convertible into Common Stock are set forth in a supplemental indenture
entered into with respect thereto pursuant to Section 11.01(h) hereof, the terms
of such supplemental indenture shall govern.

         Section 19.02. Right to Convert. Subject to and upon compliance with
the provisions of this Article, the holder of any Security that is convertible
into Common Stock shall have the right, at such holder's option, at any time on
or after the date of original issue of such Security or such other date
specified in the applicable Board Resolution delivered pursuant to Section 3.01
and prior to the close of business on the date set forth in such Board
Resolution (or if such Security is called for redemption, then in respect of
such Security to and including but not after the close of business on the date
of redemption unless the Corporation shall default in the payment due on such
date) to convert the principal amount of any such Security and any authorized
denomination, or, in the case of any Security to be converted of a denomination
greater than the minimum denomination for Securities of the applicable series,
any portion of such principal which is an authorized denomination of an integral
multiple thereof, into that
<PAGE>
                                                                              73


number of fully paid and nonassessable shares of Common Stock obtained by
dividing the principal amount of such Security or portion thereof surrendered
for conversion by the Conversion Price therefor by surrender of the Security so
to be converted in whole or in part in the manner provided in Section 19.03.
Such conversion shall be effected by the Corporation in accordance with the
provisions of this Article.

         Section 19.03. Manner of Exercise of Conversion Privilege; Delivery of
Common Stock; No Adjustment for Interest or Dividends. In order to effect a
conversion, the holder of any Security to be converted, in whole or in part,
shall surrender such Security at the office or agency maintained by the
Corporation for such purpose in the Borough of Manhattan, The City of New York,
as provided in Section 5.02 and shall give written notice of conversion to the
Corporation at such office or agency that the holder elects to convert such
Security or the portion thereof specified in said notice. The notice shall state
the name or names (with address), and taxpayer identification number, in which
the certificate or certificates for shares of Common Stock which shall be
deliverable on such conversion shall be registered, and shall be accompanied by
payments in respect of transfer taxes, if required pursuant to Section 19.06.
Each Security surrendered for conversion shall, unless the shares of Common
Stock deliverable on conversion are to be issued in the same name as the
registration of such Security, be duly endorsed by or be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder or such holder's duly authorized attorney, and by any payment
required pursuant to this Section 19.03. As promptly as practicable after the
surrender of such Security and notice, as aforesaid, the Corporation shall
deliver or cause to be delivered at such office or agency to such holder, or on
such holder's written order, a certificate or certificates for the number of
full shares of Common Stock deliverable upon the conversion of such Security or
portion thereof in accordance with the provisions of this Article and a check or
cash in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion as provided in Section 19.04. In case any Security
of a denomination greater than the minimum denomination for Securities of the
applicable series shall be surrendered for partial conversion, the Corporation
shall execute and register and the Trustee shall authenticate and deliver to or
upon the written order of the Corporation and the holder of the Security so
surrendered, without charge to such holder, a new Security or Securities of the
same series in authorized denominations in an aggregate principal amount equal
to the unconverted portion of the surrendered Security. Each conversion shall be
deemed to have been effected as of the date on which such Security shall have
been surrendered (accompanied by the funds, if any, required by the last
paragraph of this Section) and such notice received by the Corporation, as
aforesaid, and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be registrable upon such
conversion shall become on said date the holder of record of the shares
represented thereby, provided, however, that any such surrender on any date when
the stock transfer books of the Corporation shall be closed shall constitute the
person in whose name the certificates are to be registered as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion shall be at the Conversion Price in effect
on the date upon which such Security shall have been so surrendered.

         Any Security or portion thereof surrendered for conversion during the
period from the close of business on the regular record date for any interest
payment date to the opening of
<PAGE>
                                                                              74


business on such interest payment date shall (unless such Security or portion
thereof being converted shall have been called for redemption or submitted for
repayment on a date during such period) be accompanied by payment, in legal
tender or other funds acceptable to the Corporation, of an amount equal to the
interest otherwise payable on such interest payment date on the principal amount
being converted; provided, however, that no such payment need be made if there
shall exist at the time of conversion a default in the payment of interest on,
the applicable series of Securities. An amount equal to such payment shall be
paid by the Corporation on such interest payment date to the holder of such
Security on such regular record date; provided, however, that if the Corporation
shall default in the payment of interest on such interest payment date, such
amount shall be paid to the person who made such required payment. Except as
provided above in this Section, no adjustment shall he made for interest accrued
on any Security converted or for dividends on any shares issued upon the
conversion of such Security as provided in this Article.

         Section 19.04. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip representing fractional shares of
Common Stock shall be delivered upon conversion of Securities. If more than one
Security shall be surrendered for conversion at one time by the same holder, the
number of full shares of Common Stock which shall be deliverable upon conversion
shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. Instead of any fraction of a share of Common Stock which would
otherwise be deliverable upon the conversion of any Security, the Corporation
shall pay to the holder of such Security an amount in cash (computed to the
nearest cent, with one-half cent being rounded upward) equal to the same
fraction of the closing price (determined in the manner provided in Section
19.05(a)(v)) of the Common Stock on the date of conversion or if such date is
not a Trading Day (as defined in Section 19.05 (a)(v)) on the Trading Date next
preceding the date of conversion.

         Section 19.05. Conversion Price Adjustments; Effect of
Reclassifications, Mergers, Consolidations and Sales of Assets. (a) The
Conversion Price shall be adjusted from time to time as follows:

                  (i) In case the Corporation shall (x) pay a dividend or make a
         distribution on the Common Stock in shares of Common Stock, (y)
         subdivide the outstanding Common Stock into a greater number of shares
         or (z) combine the outstanding Common Stock into a smaller number of
         shares, the Conversion Price shall be adjusted so that the holder of
         any Security thereafter surrendered for conversion shall be entitled to
         receive the number of shares of Common Stock of the Corporation which
         such holder would have owned or have been entitled to receive after the
         happening of any of the events described above had such Security been
         converted immediately prior to the record date in the case of a
         dividend or the effective date in the case of subdivision or
         combination. An adjustment made pursuant to this subparagraph (i) shall
         become effective immediately after the record date in the case of a
         dividend, except as provided in subparagraph (vii) below, and shall
         become effective immediately after the effective date in the case of a
         subdivision or combination.
<PAGE>
                                                                              75



                  (ii) In case the Corporation shall issue rights or warrants to
         all holders of shares of Common Stock entitling them (for a period
         expiring within 45 days after the record date mentioned below) to
         subscribe for or purchase shares of Common Stock at a price per share
         less than the current market price per share of Common Stock (as
         defined for purposes of this subparagraph (ii) in subparagraph (v)
         below), the Conversion Price in effect after the record date for the
         determination of stockholders entitled to receive such rights or
         warrants shall be determined by multiplying the Conversion Price in
         effect immediately prior to such record date by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding on such record date plus the number of shares of Common
         Stock which the aggregate offering price of the total number of shares
         of Common Stock so offered would purchase at such current market price,
         and the denominator of which shall be the number of shares of Common
         Stock outstanding on the record date for issuance of such rights or
         warrants plus the number of additional shares of Common Stock
         receivable upon exercise of such rights or warrants. Such adjustment
         shall be made successively whenever any such rights or warrants are
         issued, and shall become effective immediately, except as provided in
         subparagraph (vii) below, after such record date.

                  (iii) In case the Corporation shall distribute to all holders
         of Common Stock any shares of capital stock of the Corporation (other
         than Common Stock) or evidences of its indebtedness or assets
         (excluding cash dividends or distributions paid from retained earnings
         of the Corporation or dividends payable in Common Stock) or rights or
         warrants to subscribe for or purchase any of its securities (excluding
         those rights or warrants referred to in subparagraph (ii) above) (any
         of the foregoing being hereinafter in this subparagraph (iii) called
         the "Assets"), then, in each such case, the Conversion Price shall be
         adjusted so that the same shall equal the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         record date for determination of stockholders entitled to receive such
         distribution by a fraction the numerator of which shall be the current
         market price per share (as defined for purposes of this subparagraph
         (iii) in subparagraph (v) below) of the Common Stock at such record
         date for determination of stockholders entitled to receive such
         distribution less the then fair market value (as determined by the
         Board of Directors, whose determination shall be conclusive) of the
         portion of the Assets so distributed applicable to one share of Common
         Stock, and the denominator of such shall be the current market price
         per share (as defined in subparagraph (v) below) of the Common Stock at
         such record date. Such adjustment shall become effective immediately,
         except as provided in subparagraph (vii) below, after the record date
         for the determination of stockholders entitled to receive such
         distribution.

                  (iv) If, pursuant to subparagraph (ii) or (iii) above, the
         number of shares of Common Stock into which a Security is convertible
         shall have been adjusted because the Corporation has declared a
         dividend, or made a distribution, on the outstanding shares of Common
         Stock in the form of any rights or warrant to purchase securities of
         the Corporation, or the Corporation has issued any such right or
         warrant, then, upon the expiration of any such unexercised right or
         unexercised warrant, the Conversion Price
<PAGE>
                                                                              76


         shall forthwith be adjusted to equal the Conversion Price that would
         have applied had such right or warrant never been declared, distributed
         or issued.

                  (v) For the purpose of any computation under subparagraphs
         (ii) or (iii) above, the current market price per share of Common Stock
         on any date shall be deemed to be the average of the daily closing
         prices of the Common Stock for the shorter of (i) 30 consecutive
         Trading Days ending on the last full Trading Day on the exchange or
         market specified in the second following sentence prior to the Time of
         Determination or (ii) the period commencing on the date next succeeding
         the first public announcement of the issuance of such rights or
         warrants or such distribution through such last full Trading Day prior
         to the Time of Determination. The term "Time of Determination" as used
         herein shall be the time and date of the earlier of (x) the
         determination of stockholders entitled to receive such rights, warrants
         or distributions or (y) the commencement of "ex-dividend" trading in
         the Common Stock on the exchange or market specified in the following
         sentence. The closing price for each day shall be the reported last
         sales price, regular way, or, in case no sale takes place on such day,
         the average of the reported closing bid and asked prices, regular way,
         in either case as reported on the New York Stock Exchange Composite
         Tape or, if the Common Stock is not listed or admitted to trading on
         the New York Stock Exchange at such time, on the principal national
         securities exchange on which the Common Stock is listed or admitted to
         trading or, if not listed or admitted to trading on any national
         securities exchange, on the National Market System of the National
         Association of Securities Dealers, Inc. Automated Quotations System
         ("NASDAQ") or, if the Common Stock is not quoted on such National
         Market System, the average of the closing bid and asked prices on such
         day in the over-the-counter market as reported by NASDAQ or, if bid and
         asked prices for the Common Stock on each such day shall not have been
         reported through NASDAQ, the average of the bid and asked prices for
         such date as furnished by any New York Stock Exchange member firm
         regularly making a market in the Common Stock selected for such purpose
         by the Corporation or, if no such quotations are available, the fair
         market value of the Common Stock as determined by a New York Stock
         Exchange member firm regularly making a market in the Common Stock
         selected for such purpose by the Corporation. As used herein, the term
         "Trading Day" with respect to Common Stock means (x) if the Common
         Stock is listed or admitted for trading on the New York Stock Exchange
         or another national securities exchange, a day on which the New York
         Stock Exchange or such other national securities exchange, as the case
         may be, is open for business or (y) if the Common Stock is quoted on
         the National Market System of the NASDAQ, a day on which trades may be
         made on such National Market System or (z) otherwise, 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.

                  (vi) No adjustment in the Conversion Price shall be required
         unless such adjustment would require an increase or decrease of at
         least 1% in such price; provided, however, that any adjustments which
         by reason of this subparagraph (vi) are not required to be made shall
         be carried forward and taken into account in any subsequent adjustment.
         All calculations under this Section 19.05(a) shall be made to the
         nearest cent or to the
<PAGE>
                                                                              77


         nearest .01 of a share, as the case may be, with one-half cent and .005
         of a share, respectively, being rounded upward. Anything in this
         Section 19.05(a) to the contrary notwithstanding, the Corporation shall
         be entitled to make such reductions in the Conversion Price, in
         addition to those required by this Section 19.05(a), as it in its
         discretion shall determine to be advisable in order that any stock
         dividend, subdivision of shares, distribution of rights or warrants to
         purchase stock or securities, or distribution of other assets (other
         that cash dividends) hereafter made by the Corporation to its
         stockholders shall not be taxable.

                  (vii) In any case in which this Section 19.05(a) provides that
         an adjustment shall become effective immediately after a record date
         for an event, the Corporation may defer until the occurrence of such
         event (x) issuing to the holder of any Security converted after such
         record date and before the occurrence of such event the additional
         shares of Common Stock issuable upon such conversion by reason of the
         adjustment required by such event over and above the Common Stock
         issuable upon such conversion before giving effect to such adjustment
         and (y) paying to such holder any amount of cash in lieu of any
         fractional share of Common Stock pursuant to Section 19.04.

                  (viii) Whenever the Conversion Price is adjusted as herein
         provided, the Corporation shall file with the Trustee an Officers'
         Certificate, setting forth the Conversion Price after such adjustment
         and setting forth a brief statement of the facts requiring such
         adjustment, which certificate shall be conclusive evidence of the
         correctness of such adjustment; provided, however, that the failure of
         the Corporation to file such Officers' Certificate shall not affect the
         legality or validity of any corporate action by the Corporation.

                  (ix) Whenever the Conversion Price for any series of
         Securities is adjusted as provided in this Section 19.05(a), the
         Corporation shall cause to be mailed to each holder of Securities of
         such series at its then registered address by first-class mail, postage
         prepaid, a notice of such adjustment of the Conversion Price setting
         forth such adjusted Conversion Price and the effective date of such
         adjusted Conversion Price; provided, however, that the failure of the
         Corporation to give such notice shall not affect the legality or
         validity of any corporate action by the Corporation.

         (b) (i) Notwithstanding any other provision herein to the contrary, if
any of the following events occur, namely (x) any reclassification or change of
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 of the Common Stock), (y) any consolidation, merger
or combination of the Corporation with or into another corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (z) any sale or conveyance of all or substantially all of
the assets of the Corporation to any other entity 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,
then appropriate provision shall be made so that (A) the holder of any
outstanding Security that is convertible into Common Stock shall have the right
to convert such Security into
<PAGE>
                                                                              78


the kind and amount of the shares of stock and securities or other property or
assets (including cash) that would have been receivable upon such
reclassification, change, consolidation, merger, combination, sale, or
conveyance by a holder of the number of shares of Common Stock issuable upon
conversion of such Security immediately prior to such reclassification, change,
consolidation, merger, combination, sale, or conveyance and (B) the number of
shares of any such other stock or securities into which such Security shall
thereafter be convertible shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the terms of
adjustment provided for in this Section, and Sections 19.02, 19.03, 19.04,
19.06, 19.07, 19.08 and 19.09 shall apply on like terms to any such other stock
or securities.

         (ii) In case of any reclassification or change of the Common Stock
(other than a subdivision or combination of its outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par value to
par value), or of any consolidation, merger or combination of the Corporation
with or into another corporation or of the sale or conveyance of all or
substantially all of the assets of the Corporation, the Corporation shall cause
to be filed with the Trustee and to be mailed to each holder of Securities that
are convertible into shares of Common Stock at such holder's registered address,
the date on which such reclassification, change, consolidation, merger,
combination, sale or conveyance is expected to become effective, and the date as
of which it is expected that holders of Common Stock shall be entitled to
exchange their Common Stock for stock, securities or other property deliverable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance.

         Section 19.06. Taxes on Shares Issued. The delivery of stock
certificates upon conversions of Securities shall be made without charge to the
holder converting a Security for any tax in respect of the issue thereof. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the delivery of stock registered in any
name other than of the holder of any Security converted, and the Corporation
shall not be required to deliver any such stock certificate unless and until the
person or persons requesting the delivery thereof shall have paid to the
Corporation the amount of such tax or shall have established to the satisfaction
of the Corporation that such tax has been paid.

         Section 19.07. Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock. The Corporation covenants that all shares
of Common Stock which may be delivered upon conversion of Securities of any
series which are convertible into Common Stock will upon delivery be fully paid
and nonassessable by the Corporation and free from all taxes, liens and charges
with respect to the issue thereof.

         The Corporation covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any Federal or
state law before such shares may be validly delivered upon conversion, the
Corporation will in good faith and as expeditiously as possible endeavor to
secure such registration or approval, as the case may be.

         The Corporation further covenants that it will, if permitted by the
rules of The New York Stock Exchange, Inc., list and keep listed for so long as
the Common Stock shall be so listed on
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                                                                              79


such exchange, upon official notice of issuance, all Common Stock deliverable
upon conversion of Securities of any series which are convertible into Common
Stock.

         Section 19.08. Responsibility of Trustee. Neither the Trustee nor any
conversion agent shall at any time be under any duty or responsibility to any
holder of Securities to determine whether any facts exist which may require any
adjustment of the Conversion Price applicable to such Securities, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. Neither the Trustee nor any
conversion agent shall be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be delivered upon the conversion of any
Security; and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Corporation to deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Security for the purpose of conversion or for any
failure of the Corporation to comply with any of the covenants of the
Corporation contained in this Article Nineteen.

         Section 19.09. Covenant to Reserve Shares. The Corporation covenants
that it will at all times reserve and keep available, free from pre-emptive
rights, out of its authorized but unissued Common Stock, such number of shares
of Common Stock as shall then be deliverable upon the conversion of all
outstanding Securities of any series of Securities which are convertible into
Common Stock.

         Section 19.10. Other Conversions. If so provided in a Board Resolution
with respect to the Securities of a series, the principal amount of the
Securities of such series shall be convertible into or exchangeable for a
principal amount of other securities of the Corporation (which other securities
may be issued under this Indenture or otherwise), and the issuance of such
securities upon any such conversion or exchange shall be made in accordance with
the terms of such Board Resolution.

                                 ARTICLE TWENTY
                            MISCELLANEOUS PROVISIONS.

         Section 20.01. Provisions Binding on Corporation's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
the Corporation shall bind its successors and assigns whether so expressed or
not.

         Section 20.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Corporation shall and may
be done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Corporation.
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                                                                              80



         Section 20.03. Addresses for Notices, etc. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities on the Corporation may be
given or served by being deposited postage prepaid in a post office box
addressed (until another address is filed by the Corporation with the Trustee)
to Chemical Banking Corporation, 270 Park Avenue, New York, N.Y. 10017,
Attention: Secretary. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the principal
office of the Trustee, addressed to the attention of: Corporate Trust
Administration.

         Section 20.04. New York Contract. This Indenture and each Security
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed in accordance with the
laws of said State.

         Section 20.05. Evidence of Compliance with Conditions Precedent. Upon
any application or demand by the Corporation to the Trustee to take any action
under any of the provisions of this Indenture, the Corporation shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinion contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         Section 20.06. Legal Holidays. In any case where the date of maturity
of interest on or principal of the Securities is not a business day, then,
unless otherwise established pursuant to Section 3.01 with respect to Securities
of any series, payment of such interest on or principal of the Securities need
not be made on such date but may be made on the next succeeding business day
with the same force and effect as if made on the date of maturity and no
interest shall accrue for the period from and after such date of maturity. If
the last day on which a Security may be converted into Common Stock or other
securities of the Corporation is not a business day, such Security may be
surrendered for conversion on the next succeeding day that is a business day.

         Section 20.07. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
of 1939, such required provision shall control.
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                                                                              81



         Section 20.08. Table of Contents, Headings, etc. The table of contents
and the titles and headings of the articles and sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 20.09. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Morgan Guaranty Trust Company of New York, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

         Section 20.10. Securities Denominated in Foreign Currencies. Whenever
this Indenture provides for any action by, or any distribution to, holders of
Securities denominated in United States dollars and in any other currency or
currencies, in the absence of any provision to the contrary in the form of
Security of any particular series (or the terms thereof established pursuant to
Section 3.01), any amount in respect of any Security denominated in a currency
other than United States dollars shall be treated for purposes of such action or
distribution as that amount of United States dollars that could be obtained for
such amount on such reasonable basis of exchange and as of such date as the
Corporation may specify in a written notice to the Trustee.
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                                                                              82


         IN WITNESS WHEREOF, Chemical Banking Corporation has caused this
Indenture to be signed in its corporate name and acknowledged by its Chairman of
the Board, its President, a Vice Chairman of the Board, its Chief Financial
Officer or its Treasurer or another executive officer, and its corporate seal to
be affixed hereunto or impressed hereon, and the same to be attested by its
Secretary or an Assistant Secretary, and Morgan Guaranty Trust Company of New
York, Trustee, has caused this Indenture to be signed and acknowledged by one of
its Vice Presidents, has caused its corporate seal to be affixed hereunto or
impressed hereon, and the same to be attested by one of its Assistant Secretary,
as of the day and year first written above.

                                             CHEMICAL BANKING CORPORATION

                                             By ________________________________
                                                   Title:

[CORPORATE SEAL]

Attest: ___________________________

                                             MORGAN GUARANTY TRUST COMPANY OF
                                               NEW YORK, as Trustee

                                             By ________________________________
                                                   Title:  Vice President

[CORPORATE SEAL]

Attest: ____________________________
            Assistant Secretary