<PAGE>
                                                                  Exhibit 4.5(c)
================================================================================

                         J. P. MORGAN & CO. INCORPORATED

                                       AND

                 FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
                                   as Trustee

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


                          SECOND SUPPLEMENTAL INDENTURE

                          Dated as of February 27, 1996


================================================================================
<PAGE>
         SECOND  SUPPLEMENTAL  INDENTURE  dated as of  February  27,  1996 (this
"Supplemental  Indenture"),   between  J.  P.  MORGAN  &  CO.  INCORPORATED,   a
corporation  duly organized and existing under the laws of the State of Delaware
(the "Company") and FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,  successor to
Chemical Bank (formerly Manufacturers Hanover Trust Company), a national banking
association,  as Trustee  (hereinafter  called the  "Trustee",  which term shall
include any  successor  trustee  appointed  pursuant to Article Six of the Basic
Indenture hereinafter referred to).

         WHEREAS the Company and the Trustee have entered into an Indenture,
dated as of August 15, 1982, as amended by supplemental indentures, including a
First Supplemental Indenture, dated as of May 5, 1986 (as so amended, the "Basic
Indenture"), providing for the issuance from time to time of one or more series
of Securities (as such term is defined in the Basic Indenture) evidencing
unsecured indebtedness of the Company;

         WHEREAS the Company proposes to issue one or more series of
"Mandatorily Exchangeable Debt Securities sm" (each such series of Securities
being referred to herein as "MEDS sm"), the principal amount at Maturity of
which is mandatorily exchangeable into securities or obligations (the "Exchange
Issuer Securities") of J.P. Morgan or other persons (collectively, the "Exchange
Issuers") or, at the option of the Company, payable in cash, in either case at
an Exchange Rate as described herein;

         WHEREAS Sections 8.1(f) and (d) of the Basic Indenture provide that
without the consent of the Holders of Securities, the Company, when authorized
by a resolution of its Board of Directors, and the Trustee may enter into one or
more indentures supplemental to the Basic Indenture (a) to establish the form or
terms of Securities of any series as permitted by Sections 2.1 and 2.3 thereof
and (b) to cure any ambiguity or to correct or supplement any provision
contained in the Basic Indenture or any supplemental indenture which may be
defective or inconsistent with any other provision of the Basic Indenture or any
supplemental indenture or to make such other provisions in regard to matters or
questions arising under the Basic Indenture or any supplemental indenture as the
Board of Directors may deem necessary or desirable and which shall not
materially and adversely affect the interests of the Holders of the Securities;

         WHEREAS the entry into this Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Basic Indenture;
and

         WHEREAS all things necessary to make this Supplemental Indenture a
valid agreement of the Company in accordance with its terms have been done.

         NOW, THEREFORE, for and in consideration of the premises and purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders, without preference,
priority or distinction of any of the Securities over any of the others by
reason of difference in series or priority in time of issuance, negotiation or
maturity thereof, or otherwise except as otherwise provided in the Basic
Indenture or this Supplemental Indenture, as follows:
<PAGE>
                                   ARTICLE I

                        Amendments to the Basic Indenture

         The Basic Indenture is amended as set forth below:

         SECTION 1.01.  Amendment to Section 2.3. The Basic  Indenture is hereby
amended by amending  Section 2.3 of the Basic  Indenture  by (i) adding as a new
paragraph (17) the following:

         "(17) the terms and conditions, if any, upon which the Securities of
         such series may or shall be convertible into or exchangeable or
         exercisable for or payable in, among other things, other securities
         (whether or not issued by, or the obligation of, the Company),
         instruments, contracts, currencies, commodities or other forms of
         property, rights or interests or any combination of the foregoing;
         and";

and by (ii) renumbering current paragraph (17) of Section 2.3 to paragraph (18).

         SECTION 1.02.  Amendments  to Authorize  MEDS.  The Basic  Indenture is
hereby  amended,  solely with respect to one or more series of  Securities  that
consist of MEDS, as follows:

         (a) By amending  Section  1.1 to add new  definitions  thereto,  in the
appropriate alphabetical sequence, as follows:

         "Closing Price" has the meaning specified in Section 13.1.

         "Conversion Premium", with respect to any issuance of MEDS, shall be
equal to the quotient of (i) the Threshold Appreciation Price less the Initial
price, divided by (ii) the Initial Price.

         "Exchange Issuer" means the Company or other persons into whose
securities or obligations the principal amount of the MEDS are mandatorily
exchangeable at Maturity, at the option of the Company.

         "Exchange Issuer Securities" means the securities or obligations of the
Exchange Issuer into which the principal amount of the MEDS are mandatorily
exchangeable at Maturity, at the option of the Company.

         "Exchange Rate" has the meaning specified in Section 13.1.

         "Extraordinary Cash Dividend" has the meaning specified in Section
13.3.

         "Initial Price", with respect to any issuance of MEDS, shall have the
meaning set forth in the applicable Prospectus Supplement.

         "Maturity",  when used with respect to any Security,  means the date on
which the principal of such Security (or any  installment of principal)  becomes
due and payable as

                                       2
<PAGE>
therein or herein provided,  whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Maturity Price" has the meaning specified in Section 13.1.

         "MEDS" means any series of "Mandatorily Exchangeable Debt SecuritiesSM"
of the Company, the principal amount at Maturity of which is mandatorily
exchangeable into the Exchange Issuer Securities of the Exchange Issuers at the
option of the Company.

         "NYSE" has the meaning specified in Section 13.1.

         "Prospectus Supplement" means any prospectus of the Company, whether or
not filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
providing for the issuance of a series of MEDS.

         "Reorganization Event" has the meaning specified in Section 13.3.

         "Stated  Maturity",  when used with  respect  to any  Security,  or any
installment of principal thereof or interest  thereon,  means the date specified
in such Security as the fixed date on which the principal of such  Security,  or
such installment of principal or interest, is due and payable.

         "Threshold Appreciation Price", with respect to any issuance of MEDS,
shall have the meaning set forth in the applicable Prospectus Supplement.

         "Trading Day" has the meaning specified in Section 13.1.

         "Transaction Value" has the meaning specified in Section 13.3.

         (b) By amending  Section 6.1 of the Basic Indenture by (i) deleting the
word "and" at the end of clause  (b);  (ii)  replacing  the period at the end of
clause (c) with "; and" ; and (iii) adding as a new clause (d) the following:

         "(d) the Trustee shall not at any time be under any duty or
     responsibility to any Holder of a Security that may or shall be convertible
     into or exchangeable or exercisable for or payable in, among other things,
     other securities, instruments, contracts, currencies, commodities or other
     forms of property, rights or interests or any combination of the foregoing,
     (A) to make or cause to be made any adjustment of the amount of, among
     other things, the securities, instruments, contracts, currencies,
     commodities or other forms of property, rights or interests or any
     combination of the foregoing that may be issued, transferred or delivered
     to such Holder, or to determine whether any facts exist which may require
     any such adjustment, or with respect to the nature or extent of any such
     adjustment when made, or with respect to any method employed in making the
     same, (B) to account for the validity or value (or the kind or amount) of,
     among other things, the securities, instruments, contracts, currencies,
     commodities or other forms of property, rights or interests or any
     combination of the foregoing that may at any time be issued, transferred or
     delivered to such Holder or (C) with respect to the failure of the Company
     to issue, transfer or deliver, among other things, any

                                       3
<PAGE>
     securities,  instruments, contracts, currencies, commodities or other forms
     of  property,  rights or  interests  or any  combination  of the  foregoing
     pursuant to the terms of such Security."

         (c) By amending  Section 8.2 of the Basic  Indenture by deleting at the
end of proviso (a) thereof, the words "without the consent of the Holder of each
Security so affected,  or" and  inserting in place  thereof the  following:  "or
change the terms or conditions of any  Securities so as to adversely  affect the
terms  or  conditions  upon  which  such  Securities  are  convertible  into  or
exchangeable  or  exercisable  for or payable  in,  among  other  things,  other
securities,  instruments,  contracts, currencies,  commodities or other forms of
property,  rights or interests or any combination of the foregoing  without,  in
each case, the consent of the Holder of each Security so affected, or".

         (d) By adding the following Article Thirteen:

                                "ARTICLE THIRTEEN

                                Exchange of MEDS

         SECTION 13.1. Exchange at Maturity. At Maturity, the principal amount
     payable with respect to each series of MEDS shall be automatically and
     mandatorily exchanged into a number of securities ("Exchange Issuer
     Securities") of the Exchange Issuer at the applicable Exchange Rate (as
     defined below). The "Exchange Rate" with respect to each series of MEDS
     shall be equal to, subject to adjustment as a result of certain dilution
     events relating to the Issuer Exchange Securities as provided for in
     Section 13.3, (a) if the Maturity Price (as defined below) is greater than
     or equal to the "Threshold Appreciation Price" (as set forth in the
     applicable Prospectus Supplement), a number of Exchange Issuer Securities
     equal to a fraction, the numerator of which is one and the denominator of
     which is the sum of one and the Conversion Premium, (b) if the Maturity
     Price is less than the Threshold Appreciation Price but is greater than the
     Initial Price, a fractional Exchange Issuer Security per MEDS so that the
     value of such fractional Exchange Issuer Security (determined at the
     Maturity Price) is equal to the Initial Price (such fractional share being
     calculated to the nearest 1/10,000th of a share or, if there is not a
     nearest 1/10,000th of a share, to the next highest 1/10,000th of a share)
     and (c) if the Maturity Price is less than or equal to the Initial Price,
     one Exchange Issuer Security per MEDS. No fractional Exchange Issuer
     Securities will be issued at Maturity as provided in Section 13.2.
     Notwithstanding the foregoing, the Company may, at its option in lieu of
     delivering Exchange Issuer Securities, deliver cash in an amount
     (calculated to the nearest 1/100th of a dollar per MEDS or, if there is not
     a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar)
     equal to the value of such number of Exchange Issuer Securities at the
     Maturity Price. In determining the amount of cash deliverable in exchange
     for the MEDS in lieu of Exchange Issuer Securities pursuant to the
     immediately preceding sentence hereof, if more than one MEDS shall be
     surrendered for exchange at one time by the same Holder, the amount of cash
     which shall be delivered upon exchange shall be computed on the basis of
     the aggregate number of MEDS so surrendered at Maturity.

         The "Maturity Price" is defined as the average Closing Price per
     Exchange Issuer Security on the number of Trading Days specified in the
     applicable Prospectus Supplement

                                       4
<PAGE>
     immediately  prior to, but not  including,  the Maturity date. The "Closing
     Price" of any security on any date of determination  means the closing sale
     price (or, if no closing  price is reported,  the last reported sale price)
     of such  security on the New York Stock  Exchange (the "NYSE") on such date
     or, if such  security  is not  listed  for  trading on the NYSE on any such
     date, as reported in the composite  transactions  for the principal  United
     States securities  exchange on which such security is so listed, or if such
     security  is  not  so  listed  on a  United  States  national  or  regional
     securities exchange,  as reported by the National Association of Securities
     Dealers,  Inc.  Automated  Quotation System, or, if such security is not so
     reported,   the  last   quoted   bid  price  for  such   security   in  the
     over-the-counter  market as reported by the  National  Quotation  Bureau or
     similar  organization,  or, if such bid price is not available,  the market
     value  of  such  security  on  such  date  as  determined  by a  nationally
     recognized independent investment banking firm retained for such purpose by
     the Company.  A "Trading Day" is defined as a day on which the security the
     Closing  Price  of  which is being  determined  (A) is not  suspended  from
     trading on any national or regional  securities  exchange or association or
     over-the-counter  market at the  close of  business  and (B) has  traded at
     least once on the national or regional  securities  exchange or association
     or  over-the-counter  market that is the primary market for trading of such
     security

         SECTION 13.2. No Fractional Securities. No fractional securities or
     scrips representing fractional Exchange Issuer Securities shall be issued
     or delivered upon the exchange at Maturity of any MEDS. If more than one
     MEDS of any series shall be surrendered for exchange at one time by the
     same Holder, the number of full Exchange Issuer Securities which shall be
     delivered upon exchange, in whole or in part, as the case may be, shall be
     computed on the basis of the aggregate number of MEDS so surrendered at
     Maturity. Instead of any fractional Exchange Issuer Security which would
     otherwise be deliverable upon exchange of any MEDS at Maturity, the
     Company, through any applicable paying agent, shall make a cash payment in
     respect of such fractional interest in an amount equal to the value of such
     fractional Exchange Issuer Security at the Maturity Price. The Company
     shall, upon exchange of any MEDS, provide cash to any applicable paying
     agent in an amount equal to the cash payable with respect to any fractional
     Exchange Issuer Securities deliverable upon exchange of such MEDS in lieu
     of such fractional Exchange Issuer Securities.

          SECTION  13.3.   Adjustment  of  Exchange  Rate.  (a)  Adjustment  for
     Distributions,  Reclassifications,  etc. The Exchange Rate shall be subject
     to adjustment from time to time as follows:

               (i)  If an Exchange Issuer shall:

                    (A) pay a dividend or make a  distribution  with  respect to
                    the Exchange Issuer Securities in such securities;

                    (B)  subdivide  or split  the  outstanding  Exchange  Issuer
                    Securities into a greater number of securities;

                    (C) combine the outstanding  Exchange Issuer Securities into
                    a smaller number of securities; or

                                       5
<PAGE>
                    (D) issue by reclassification of Exchange Issuer Securities
                    any other securities of the Exchange Issuer;

          then, in any such event, the Exchange Rate in effect immediately prior
          to such event shall each be adjusted so that the holder of any MEDS of
          the relevant series shall thereafter be entitled to receive, upon
          mandatory exchange of the principal amount of such MEDS at Maturity,
          as set forth in Section 13.1, the number of Exchange Issuer Securities
          which such holder would have owned or been entitled to receive
          immediately following any event described above had such MEDS been
          exchanged immediately prior to such event or any record date with
          respect thereto. Each such adjustment shall become effective at the
          opening of business on the Business Day next following the record date
          for determination of holders of Exchange Issuer Securities entitled to
          receive such dividend or distribution in the case of a dividend or
          distribution and shall become effective immediately after the
          effective date in the case of a subdivision, split, combination or
          reclassification. Each such adjustment shall be made successively.

               (ii) If an Exchange Issuer shall, after the date hereof, issue
          rights or warrants to all holders of Exchange Issuer Securities
          entitling them to subscribe for or purchase Exchange Issuer Securities
          (other than rights to purchase Exchange Issuer Securities pursuant to
          a plan for the reinvestment of dividends or interest) at a price per
          security less than the market price of Exchange Issuer Securities
          (determined for purposes of this clause (ii) as the average Closing
          Price per share of such Exchange Issuer Securities on the number of
          Trading Days specified in the applicable Prospectus Supplement
          immediately prior to the date such rights or warrants are issued),
          then in each case the Exchange Rate for the relevant series of MEDS
          shall be adjusted by multiplying the Exchange Rate in effect
          immediately prior to the date of issuance of such rights or warrants
          by a fraction, the numerator of which shall be the number of Exchange
          Issuer Securities outstanding on the date of issuance of such rights
          or warrants, immediately prior to such issuance, plus the number of
          additional Exchange Issuer Securities offered for subscription or
          purchase pursuant to such rights or warrants, and the denominator of
          which shall be the number of Exchange Issuer Securities outstanding on
          the date of issuance of such rights or warrants, immediately prior to
          such issuance, plus the number of additional Exchange Issuer
          Securities which the aggregate offering price of the total number of
          Exchange Issuer Securities so offered for subscription or purchase
          pursuant to such rights or warrants would purchase at such market
          price (calculated as the average Closing Price per security of
          Exchange Issuer Securities on the number of Trading Days specified in
          the applicable Prospectus Supplement immediately prior to the date
          such rights or warrants are issued), which shall be determined by
          multiplying such total number of securities by the exercise price of
          such rights or warrants and dividing the product so obtained by such
          market price. Such adjustment shall become effective at the opening of
          business on the Business Day next following the record date for the
          determination of stockholders entitled to received such rights or
          warrants. To the extent that Exchange Issuer Securities are not
          delivered after the expiration of such rights or warrants, the
          Exchange Rate for the relevant series of MEDS shall be readjusted to
          the Exchange Rate which would then be in effect had such adjustments
          for the issuance of such rights or warrants been made upon the basis
          of delivery of only the number of

                                       6
<PAGE>
          Exchange Issuer Securities actually delivered. Each such adjustment
          shall be made successively.

               (iii) If an Exchange Issuer shall pay a dividend or make a
          distribution to all holders of Exchange Issuer Securities of evidences
          of its indebtedness or other assets (excluding any dividends or
          distributions referred to in subparagraph (i) above and any cash
          dividends that do not constitute Extraordinary Cash Dividends (as
          defined in clause (vi) below)) or shall issue to all holders of
          Exchange Issuer Securities rights or warrants to subscribe for or
          purchase any of its securities (other than those referred to in
          subparagraph (ii) above), then in each such case, the Exchange Rate
          for the relevant series of MEDS shall be adjusted by multiplying the
          Exchange Rate in effect on the record date mentioned below by a
          fraction, the numerator of which shall be the market price per
          Exchange Issuer Security on the record date for the determination of
          securityholders entitled to receive such dividend or distribution
          (such market price being the average Closing Price per security of the
          Exchange Issuer Securities on the 20 Trading Days immediately prior to
          such record date), and the denominator of which shall be such market
          price per Exchange Issuer Security less the fair market value (as
          determined by a nationally recognized independent investment banking
          firm retained for such purpose by the Company) as of such record date
          of the portion of the assets or evidences of indebtedness so
          distributed or of such subscription rights or warrants applicable to
          one Exchange Issuer Security. Each such adjustment shall become
          effective on the opening of business on the Business Day next
          following the record date for the determination of securityholders
          entitled to receive such dividend or  distribution.  Each such
          adjustment shall be made successively.

               (iv) Any Exchange Issuer Securities issuable in payment of a
          dividend shall be deemed to have been issued immediately prior to the
          close of business on the record date for such dividend for purposes of
          calculating the number of outstanding Exchange Issuer Securities under
          subparagraph (ii) above.

               (v) All adjustments to the Exchange Rate shall be calculated to
          the nearest 1/10,000th of an Exchange Issuer Security (or if there is
          not a nearest 1/10,000th of a security, to the next lower 1/10,000th
          of a security). No adjustment in the Exchange Rate shall be required
          unless such adjustment would require an increase or decrease of at
          least one percent therein; provided, however, that any adjustments
          which by reason of this subparagraph are not required to be made shall
          be carried  forward and taken into account in any  subsequent
          adjustment. If an adjustment is made to the Exchange Rate pursuant to
          subparagraph (i), (ii) or (iii) of this Section 13.3(a), an adjustment
          shall also be made to the Maturity Price solely to determine which of
          paragraphs (a), (b) or (c) of the definition of Exchange Rate in
          Section 13.1 will apply at Maturity. The required adjustment shall be
          determined by multiplying the Maturity Price by the number determined
          under subparagraph (i), (ii) or (iii) by which the then existing
          Exchange Rate was multiplied to adjust such rate. This subparagraph
          (v) shall be so used to adjust the definition of Maturity Price only
          as such term is used for the first time in each of subparagraphs (a),
          (b) and (c) of the definition of Exchange Rate.

                                       7
<PAGE>
               (vi) For purposes of the foregoing, the term "Extraordinary Cash
          Dividend" shall mean, with respect to any one-year period, all cash
          dividends with respect to the Exchange Issuer Securities during such
          period to the extent such dividends exceed on a per security basis 10%
          of the average of the Closing Prices per security of the Exchange
          Issuer Securities over such one-year period, and for purposes of
          applying the formula set forth in clause (iii) above, the fair market
          value of such dividends being calculated pursuant to such clause (iii)
          shall be equal to (x) the aggregate amount of all such cash dividends
          occurring in such period minus (y) the aggregate amount of such other
          cash dividends occurring in such period for which a prior adjustment
          in the Exchange Rate was previously made under this Section 13.3(a).
          In making the determinations required by the foregoing sentence, the
          amount of cash dividends paid on a per security basis shall be
          appropriately adjusted to reflect the occurrence during such period of
          any event described in Section 13.3(a).

          (b) Adjustment for Consolidation, Merger or Other Reorganization
     Event. In the event of (i) any consolidation or merger of an Exchange
     Issuer, or any surviving entity or subsequent surviving entity of an
     Exchange Issuer (an "Exchange Issuer Successor"), with or into another
     entity (other than a merger or consolidation in which such Exchange Issuer
     is the continuing corporation and in which the Exchange Issuer Securities
     outstanding immediately prior to the merger or consolidation are not
     exchanged for cash, securities or other property of such Exchange Issuer or
     another corporation), (ii) any sale, transfer, lease or conveyance to
     another corporation of the property of such Exchange Issuer or any Exchange
     Issuer Successor as an entirety or substantially as an entirety, (iii) any
     statutory exchange of securities of such Exchange Issuer or any Exchange
     Issuer Successor with another corporation (other than in connection with a
     merger or acquisition) or (iv) any liquidation, dissolution or winding up
     of such Exchange Issuer or any Exchange Issuer Successor (any such event, a
     "Reorganization Event"), the Exchange Rate used to determine the amount
     payable upon exchange at Maturity for each MEDS of the relevant series will
     be adjusted to provide that each holder of MEDS of such series will receive
     at Maturity cash in an amount equal to (a) if the Transaction Value (as
     defined below) is greater than or equal to the Threshold Appreciation
     Price, the product of (I) a fraction, the numerator of which is one and the
     denominator of which is the sum of one and the Conversion Premium and (II)
     the Transaction Value, (b) if the Transaction Value is less than the
     Threshold Appreciation Price but greater than the Initial Price, the
     Initial Price and (c) if the Transaction Value is less than or equal to the
     Initial Price, the Transaction Value. "Transaction Value" means (x) for any
     cash received in any such Reorganization Event, the amount of cash received
     per Exchange Issuer Security, (y) for any property other than cash or
     securities received in any such Reorganization Event, an amount equal to
     the market value at Maturity of such property received per Exchange Issuer
     Security as determined by a nationally recognized independent investment
     banking firm retained for such purpose by the Company and (z) for any
     securities received in any such Reorganization Event, an amount equal to
     the average Closing Price per security of such securities on the 20 Trading
     Days immediately prior to Maturity, multiplied by the number of such
     securities received for each Exchange Issuer Security. Notwithstanding the
     foregoing, in lieu of delivering cash as provided above, the Company may at
     its option deliver an equivalent value of securities or other property
     received in such Reorganization Event, determined in accordance with clause
     (y) or (z) above, as applicable. The kind and amount of securities into
     which the MEDS of the relevant series shall be

                                       8
<PAGE>
     exchangeable after consummation of such transaction shall be subject to
     adjustment as described in paragraph (a) above following the date of
     consummation of such transaction.

          SECTION 13.4. Notice of Adjustments and Certain Other Events. (a)
      Whenever the Exchange Rate for any series of MEDS is adjusted as herein
      provided, the Company shall:

               (i) forthwith compute the adjusted Exchange Rate in accordance
          with Section 13.3 and prepare a certificate signed by an officer of
          the Company setting forth the adjusted Exchange Rate, the method of
          calculation thereof in reasonable detail, and the facts requiring such
          adjustment and upon which such adjustment is based, which certificate
          shall be conclusive, final and binding evidence of the correctness of
          the adjustment, and file such certificate forthwith with the Trustee;
          and

               (ii) within 10 Business Days following the occurrence of an event
          that permits or requires an adjustment to the Exchange Rate pursuant
          to Section 13.3 (or if the Company is not aware of such occurrence, as
          soon as practicable after becoming so aware), provide written notice
          to the Trustee and to the Holders of the outstanding MEDS of the
          relevant series of the occurrence of such event and a statement in
          reasonable detail setting forth the method by which the adjustment to
          the Exchange Rate was determined and setting forth the revised
          Exchange Rate per MEDS of such series.

          (b) In case at any time while any of the MEDS of any series are
     outstanding the Company receives notice that:

               (i) an Exchange Issuer shall declare a dividend (or any other
          distribution) on or in respect of the Exchange Issuer Securities to
          which Section 13.3(a)(i) or (ii) shall apply (other than any cash
          dividends and distributions, if any, paid from time to time by such
          Exchange Issuer that do not constitute Extraordinary Cash Dividends);

               (ii) an Exchange Issuer shall authorize the issuance to all
          holders of Exchange Issuer Securities of rights or warrants to
          subscribe for or purchase Exchange Issuer Securities or of any other
          subscription rights or warrants;

               (iii) there shall occur any conversion or reclassification of
          Exchange Issuer Securities (other than a subdivision or combination of
          outstanding shares of such Exchange Issuer Securities) or any
          consolidation, merger or reorganization to which such Exchange Issuer
          is a party and for which approval of any securityholders of such
          Exchange Issuer is required, or the sale or transfer of all or
          substantially all of the assets of an Exchange Issuer; or

               (iv) there shall occur the voluntary or involuntary dissolution,
          liquidation or winding up of an Exchange Issuer;

     then the Company shall promptly cause to be delivered to the Trustee and
     any applicable paying agent and filed at the office or agency maintained
     for the purpose of exchanging the MEDS of the relevant series at Maturity
     in the Borough of Manhattan, in The City of New York by the Trustee (or any
     applicable paying agent), and shall promptly cause to be mailed to the
     Holders of MEDS of the relevant series at their last addresses as they
     shall appear upon

                                       9
<PAGE>
     the registration books of the Trustee (or any applicable note registrar),
     at least 10 days before the date hereinafter specified (or the earlier of
     the dates hereinafter specified, in the event that more than one is
     specified), a notice stating (x) the date on which a record is to be taken
     for the purpose of such dividend, distribution or grant of rights or
     warrants, or, if a record is not to be taken, the date as of which the
     holders of the Exchange Issuer Securities of record to be entitled to such
     dividend, distribution or grant of rights or warrants are to be determined,
     or (y) the date, if known by the Company, on which such reclassification,
     consolidation, merger, sale, transfer, dissolution, liquidation or winding
     up is expected to become effective.

          (c) On or prior to seven Business Days preceding the Stated Maturity
     of the MEDS of any series, the Company will provide notice to the Holders
     of record of the MEDS of such series and to the Trustee and will provide
     such other notice as specified in the applicable Prospectus Supplement
     stating whether the Company has irrevocably elected to deliver Exchange
     Issuer Securities or cash (or any other property or securities that may be
     delivered pursuant to Section 13.3(b)) upon the mandatory exchange of the
     principal amount of the MEDS of such series in accordance with Section 13.
     1.

          SECTION 13.5. Shares Free and Clear. The Company hereby warrants that
     upon exchange of MEDS at Maturity pursuant to this Indenture, the Holder of
     MEDS shall receive all rights held by the Company in the Exchange Issuer
     Securities for which such MEDS are at such time exchangeable pursuant to
     this Indenture, free and clear of any and all liens, claims, charges and
     encumbrances other than any liens, claims, charges and encumbrances which
     may have been placed on any Exchange Issuer Securities by the prior owner
     thereof, prior to the time such Exchange Issuer Securities were acquired by
     the Company. In addition, the Company further warrants that any Exchange
     Issuer Securities so delivered in exchange for MEDS hereunder shall be free
     of any transfer restrictions under United States laws (other than such as
     are solely attributable to any Holder's status as an affiliate of such
     Exchange Issuer).

          SECTION 13.6. Cancellation of Security. Upon receipt by the Trustee of
     MEDS delivered to it for exchange under this Article Thirteen, the Trustee
     shall cancel and dispose of the same as provided in Section 2.10.

          (e) By amending the table of contents of the Basic Indenture to
reflect the additions described in sections (a) and (d) of this Section 1.02.

                                   ARTICLE II

                                 Miscellaneous

          SECTION 2.01. Single Indenture. The Basic Indenture, as supplemented
and amended by this Supplemental Indenture and all other indentures supplemental
thereto, is in all respects ratified and confirmed, and the Basic Indenture,
this Supplemental Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument.

          SECTION 2.02. Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be
included in this Supplemental

                                       10
<PAGE>
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.

     SECTION 2.03. Successors and Assigns. All covenants and agreements in this
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

     SECTION 2.04. Severability. In case any provision in this Supplemental
Indenture or in the Securities of any series shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions (or of the other series of Securities) shall not in any way be
affected or impaired thereby.

     SECTION 2.05. Third Party Rights. Nothing in this Supplemental Indenture,
expressed or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, and the Holders of each series of Securities any
benefit or any legal or equitable right, remedy or claim under this Supplemental
Indenture.

     SECTION 2.06. Applicable Law. This Supplemental Indenture and each Security
of any series shall be deemed to be a contract made under the laws of the State
of New York and this Supplemental Indenture and each such Security shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 2.07. Defined Terms. All terms used in this Supplemental Indenture
not otherwise defined herein that are defined in the Basic Indenture shall have
the meanings set forth therein.

     SECTION 2.08. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

     SECTION 2.09. Responsibility of Company. The recitals contained herein and
in the Securities, except the certificate of authentication of the Trustee
thereon, shall be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of the Basic Indenture, this Supplemental Indenture
or of the Securities and shall not be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     SECTION 2.10. Headings. The headings used herein are for convenience of
reference only, are not part of this Supplemental Indenture and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Supplemental Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


                                       11