<PAGE>
                                                                     Exhibit 4.2


                          CHEMICAL BANKING CORPORATION

                                       TO

                            THE CHASE MANHATTAN BANK
                             (NATIONAL ASSOCIATION)
                                     Trustee

                               -------------------
                                    INDENTURE
                          Dated as of December 1, 1989
                               -------------------

                          CHEMICAL BANKING CORPORATION
         Reconciliation and tie between Trust Indenture Act of 1939 and
                          Indenture, dated as of , 1989

<TABLE>
<CAPTION>
 Trust Indenture
   Act Section          Indenture Section
----------------        -----------------
<S>                     <C>
Section 310(a)(1)        609

           (a)(2)        609

           (a)(3)        Not Applicable

           (a)(4)        Not Applicable

           (b)           608
</TABLE>
<PAGE>

<TABLE>
<S>                      <C>
                         610

Section 311(a)           613(a)

           (b)           613(b)

           (b)(2)        703(a)(2)

                         (703)(b)

Section 312(a)           701

                         702(a)

           (b)           702(b)

           (c)           702(c)

Section 313(a)           703(a)

           (b)           703(b)

           (c)           703(a), 703(b)

           (d)           703(c)

Section 314(a)           704

           (b)           Not Applicable

           (c)(1)        102

           (c)(2)        102

           (c)(3)        Not Applicable

           (d)           Not Applicable

           (e)           102

Section 315(a)           601(a)

           (b)           602

                         703(a)(6)

           (c)           601(b)

           (d)           601(c)

           (d)(1)        601(a)(1)

           (d)(2)        601(c)(2)

           (d)(3)        601(c)(3)

           (e)           514

Section 316(a)
           (1)(A)        502

                         512

           (a)(1)(B)     513
</TABLE>

<PAGE>

<TABLE>
<S>                       <C>
            (a)(2)        Not Applicable

            (b)           508

Section 317 (a)(1)        503

            (a)(2)        504

            (b)           1003

Section 318 (a)           107
</TABLE>

                                TABLE OF CONTENTS

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

                                      Page
Parties 1
Recitals Of The Company *

                                   ARTICLE ONE

             Definitions And Other Provisions Of General Application

                         Section 101. Definitions. *

                         Act...... *

                         Affiliate; control *

                         Attorney-in-Fact *

                         Authenticating Agent *

                         Bank..... *

                         Board of Directors *

                         Board Resolution *

                         Business Day *

                         Commission *

                         Company *

<PAGE>

                         Company Request; Company Order *

                         Corporate Trust Office *

                         corporation *

                         covenant defeasance *

                         Defaulted Interest *

                         defeasance *

                         Depository *

                         Event of Default *

                         Global Security *

                         Holder *

                         Indebtedness for money borrowed *

                         Indenture *

                         interest *

                         Interest Payment Date *

                         Intermediate Subsidiary *

                         Maturity *

                         Officers' Certificate *

                         Opinion of Counsel *

                         Original Issue Discount Security *

                         Outstanding *

                         Payment Agent *

                         Person *

                         Place of Payment *

<PAGE>

                         Predecessor Security *

                         Record Date *

                         Redemption Date *

                         Redemption Price *

                         Regular Record Date *

                         Responsible Officer *

                         Securities *

                         Security Register and Security Registrar *

                         Special Record Date *

                         Stated Maturity *

                         Subsidiary *

                         Trustee *

                         Trust Indenture Act *

                         U.S. Government Obligations *

                         Vice President *

                         Voting Stock *

                         Section 102. Compliance Certificates and Opinions. *

                         Section 103. Form of Documents Delivered to Trustee. *

                         Section 104. Acts of Holders. *

                         Section 105. Notices, Etc., to Trustee and Company. *

                         Section 106. Notice to Holders; Waiver. *

                         Section 107. Conflict with Trust Indenture Act. *

                         Section 108. Effect of Headings and Table of Contents.*

<PAGE>

                         Section 109. Successors and Assigns. *

                         Section 110. Separability Clause. *

                         Section 111. Benefits of Indenture. *

                         Section 112. Governing Law. *

                         Section 113. Legal Holidays. *

                                   ARTICLE TWO

                                 Security Forms

                         Section 201. Forms Generally. *

                         Section 202. Form of Face of Security. *

                         Section 203. Form of Reverse of Security. *

                         Section 204. Additional Provisions Required in Global
                         Security. *

                         Section 205. Form of Trustee's Certificate of
                         Authentication. *

                                  ARTICLE Three

                                 The Securities

                         Section 301. Amount Unlimited; Issuable in Series. *

                         Section 302. Denominations. *

                         Section 303. Execution, Authentication, Delivery and
                         Dating. *

                         Section 304. Temporary Securities. *

                         Section 305. Registration, Registration of Transfer
                         and Exchange. *

                         Section 306. Mutilated, Destroyed, Lost and Stolen
                         Securities. *

<PAGE>

                         Section 307. Payment of Interest; Interest Rights
                         Preserved. *

                         Section 308. Persons Deemed Owners. *

                         Section 309. Cancellation. *

                         Section 310. Computation of Interest. *

                                  ARTICLE FOUR

                           Satisfaction And Discharge

                         Section 401. Satisfaction and Discharge of Indenture. *

                         Section 402. Application of Trust Money. *

                                  ARTICLE FIVE

                                    Remedies

                         Section 501. Events of Default. *

                         Section 502. Acceleration of Maturity; Rescission and
                         Annulment. *

                         Section 503. Collection of Indebtedness and Suits for
                         Enforcement
                         by Trustee. *

                         Section 504. Trustee May File Proofs and Claim. *

                         Section 505. Trustee May Enforce Claims Without
                         Possession of Securities. *

                         Section 506. Application of Money Collected. *

                         Section 507. Limitation on Suits. *

                         Section 508. Unconditional Right of Holders to Receive
                         Principal, Premium
                         and Interest. *

                         Section 509. Restoration of Rights and Remedies. *

                         Section 510. Rights and Remedies Cumulative *

<PAGE>

                         Section 511. Delay or Omission Not Waiver. *

                         Section 512. Control by Holders. *

                         Section 513. Waiver of Past Defaults. *

                         Section 514. Undertaking for Costs. *

                                   ARTICLE SIX

                                   The Trustee

                         Section 601. Certain Duties and Responsibilities. *

                         Section 602. Notice of Defaults. *

                         Section 603. Certain Rights of Trustee. *

                         Section 604. Not Responsible for Recitals or Issuance
                         of Securities. *

                         Section 605. May Hold Securities. *

                         Section 606. Money Held in Trust. *

                         Section 607. Compensation and Reimbursement. *

                         Section 608. Disqualifications; Conflicting Interests.*

                         (a) Elimination of Conflicting Interest or Resignation*

                         (b) Notice of Failure to Eliminate Conflicting Interest
                         or Resign *

                         (c) "Conflict of Interest" Defined *

                         (d) Definitions of Certain Terms Used in This Section *

                         (e) Calculation of Percentages of Securities *

                         Section 609. Corporate Trustee Required; Eligibility. *

                         Section 610. Resignation and Removal; Appointment of
                         Successor. *

                         Section 611. Acceptance of Appointment by Successor. *

<PAGE>

                         Section 612. Merger, Conversion, Consolidation or
                         Succession to Business. *

                         Section 613. Preferential Collection of Claims Against
                         Company. *

                         (a) Segregation and Apportionment of Certain
                         Collections by
                         Trustee, Certain Exceptions *

                         (b) Certain Creditor Relationships Excluded from
                         Segregation
                         and Apportionment *

                         (c) Definition of Certain Terms Used in this Section *

                         Section 614. Appointment of Authenticating Agent. *

                                  ARTICLE SEVEN

             Holders' Lists And Reports By Trustee And Company

                         Section 701. Company to Furnish Trustee Names and
                         Addresses of Holders. *

                         Section 702. Preservation of Information;
                         Communications to Holders. *

                         Section 703. Reports by Trustee. *

                         Section 704. Reports by Company. *

                                  ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer Or Lease

                         Section 801. Company May Consolidate, Etc., Only on
                         Certain Terms. *

                         Section 802. Successor Corporation Substituted. *

                                  ARTICLE NINE

                             Supplemental Indentures

<PAGE>

                         Section 901. Supplemental Indentures Without Consent
                         of Holders. *

                         Section 902. Supplemental Indentures with Consent of
                         Holders. *

                         Section 903. Execution of Supplemental Indentures. *

                         Section 904. Effect of Supplemental Indentures. *

                         Section 905. Conformity with Trust Indenture Act. *

                         Section 906. Reference in Securities to Supplemental
                         Indentures. *

                                   ARTICLE TEN

                                    COVENANTS

                         Section 1001. Payment of Principal, Premium and
                         Interest. *

                         Section 1002. Maintenance of Office or Agency. *

                         Section 1003. Money for Securities Payments to Be Held
                         in Trust. *

                         Section 1004. Corporate Existence. *

                         Section 1005. Payment of Taxes and Other Claims. *

                         Section 1006. Limitation on Disposition of Stock of
                         Bank. *

                         Section 1007. Statement as to Compliance. *

                         Section 1008. Waiver of Certain Covenants. *

                                 ARTICLE ELEVEN

                            Redemption Of Securities

                         Section 1101. Applicability of Article. *

                         Section 1102. Election to Redeem; Notice to Trustee. *

<PAGE>

                         Section 1103. Selection by Trustee of Securities to Be
                                   Redeemed. *

                         Section 1104. Notice of Redemption. *

                         Section 1105. Deposit of Redemption Price. *

                         Section 1106. Securities Payable on Redemption Date. *

                         Section 1107. Securities Redeemed in Part. *

                                 ARTICLE TWELVE

                                  Sinking Funds

                         Section 1201. Applicability of Article. *

                         Section 1202. Satisfaction of Sinking Fund Payments
                         with Securities. *

                         Section 1203. Redemption of Securities for Sinking
                         Fund. *

                                ARTICLE THIRTEEN

                      Defeasance And Covenant Defeasance

                         Section 1301. Applicability of Article; Company's
                         Option to Effect Defeasance or Covenant
                         Defeasance. *

                         Section 1302. Defeasance and Discharge. *

                         Section 1303. Covenant Defeasance. *

                         Section 1304. Conditions to Defeasance or Covenant
                         Defeasance. *

                         Section 1305. Deposited Money and U.S. Government
                         Obligations to Be Held
                         in Trust; Other Miscellaneous Provisions. *

                                  Testimonium *
                             Signatures And Seals *
                                Acknowledgments *
<PAGE>

        INDENTURE, DATED AS OF DECEMBER 1, 1989, BETWEEN CHEMICAL BANKING
  CORPORATION, A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF DELAWARE (HEREIN CALLED THE "COMPANY"), HAVING ITS PRINCIPAL OFFICE AT
     277 PARK AVENUE, NEW YORK, NEW YORK 10172, AND THE CHASE MANHATTAN BANK
                            (NATIONAL ASSOCIATION),
  A NATIONAL BANKING ASSOCIATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF
          THE UNITED STATES, AS TRUSTEE (HEREIN CALLED THE "TRUSTEE").

                             RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"), to be issued
in one or more series as in this Indenture provided.

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

                   Now, Therefore, This Indenture Witnesseth:

For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                       1.

                        Definitions and Other Provisions
                             of General Application

      1.  Definitions.

          For all purposes of this Indenture, except as otherwise expressly
          provided or unless the context otherwise requires:

                      1.  The terms defined in this Article have the meanings
                          assigned to them in this Article and include the
                          plural as well as the singular;

                      2.  All other terms used herein which are defined in the
                          Trust Indenture Act, either directly or by reference
                          therein, have the meanings assigned to them therein;

                      3.  All accounting terms not otherwise defined herein have
                          the meanings assigned to them in accordance with
                          generally accepted accounting principles, and, except
                          as otherwise herein expressly provided, the term
                          "generally accepted accounting principles" with
                          respect to any computation

<PAGE>

                        required or permitted hereunder shall mean such
                        accounting principles as are generally accepted at the
                        date of such computation; and

                    4.  The words "herein," "hereof" and "hereunder" and other
                        words of similar import refer to this Indenture as a
                        whole and not to any particular Article, Section or
                        other subdivision.

                        Certain terms, used principally in Article Six, are
                        defined in that Article.

                        "Act", when used with respect to any Holder, has the
                        meaning specified in Section 104.

                        "Affiliate" of any specified Person means any other
                        Person directly or indirectly controlling or controlled
                        by or under direct or indirect common control with such
                        specified Person. For the purposes of this definition,
                        "control" when used with respect to any specified Person
                        means the power to direct the management and policies of
                        such Person, directly or indirectly, whether through the
                        ownership of voting securities, by contract or
                        otherwise; and the terms "controlling" and "controlled"
                        have meanings correlative to the foregoing.

                        "Attorney-in-Fact" means an officer of the Bank who has
                        been duly appointed as an attorney-in-fact by the
                        Company.

                        "Authenticating Agent" means any Person authorized by
                        the Trustee to act on behalf of the Trustee to
                        authenticate Securities.

                        "Bank" means Chemical Bank, a banking corporation duly
                        organized and existing under the laws of the State of
                        New York, and its successors (whether by consolidation,
                        merger, conversion, transfer of substantially all their
                        assets and business or otherwise) so long as Chemical
                        Bank or any successor is a Subsidiary.

                        "Board of Directors" means either the board of directors
                        of the Company or any committee of that board duly
                        authorized to set hereunder or any directors or officers
                        of the Company or Attorneys-in-Fact to whom such board
                        of directors or such committee shall have duly delegated
                        its authority.

<PAGE>

                          "Board Resolution" means a copy of a resolution
                          certified by the Secretary or an Assistant Secretary
                          of the Company 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", when used with respect to any Place of
                          Payment, means each Monday, Tuesday, Wednesday,
                          Thursday and Friday which is not a day on which
                          banking institutions in that Place of Payment are
                          authorized or obligated by law to close.

                          "Commission" means the Securities and Exchange
                          Commission, as from time to time constituted, created
                          under the Securities Exchange Act of 1934, or, if at
                          any time after the execution of this instrument such
                          Commission is not existing and performing the duties
                          now assigned to it under the Trust Indenture Act, then
                          the body performing such duties at such time.

                          "Company" means the Person named as the "Company" in
                          the first paragraph of this instrument until a
                          successor Person shall have become such pursuant to
                          the applicable provisions of this Indenture, and
                          thereafter "Company" shall mean such successor Person.

                          "Company Request" or "Company Order" means a written
                          request or order signed in the name of the Company by
                          its Chairman of the Board, a Vice Chairman, its
                          President, its Chief Financial Officer, a Vice
                          President or any Attorney-in-Fact, and by its
                          Controller, an Assistant Controller, its Secretary or
                          an Assistant Secretary and delivered to the Trustee.

                          "Corporate Trust Office" means the principal office of
                          the Trustee in the Borough of Manhattan, The City of
                          New York, at which at any particular time its
                          corporate trust business shall be administered, such
                          office being currently located at One New York Plaza,
                          New York, NY 10081.

                          "corporation" includes corporations, associations,
                          companies and business trusts.

                          "covenant defeasance" has the meaning specified in
                          Section 1303.

<PAGE>

                          "Defaulted Interest" has the meaning specified in
                          Section 307.

                          "defeasance" has the meaning specified in Section
                          1302.

                          "Depository" means, with respect to the Securities of
                          any series issuable or issued in whole or in part in
                          the form of one or more Global Securities, the Person
                          designated as Depository by the Company pursuant to
                          Section 301.

                          "Event of Default" has the meaning specified in
                          Section 501.

                          "Global Security" means a Security in the form
                          prescribed in Section 204 evidencing all or part of a
                          series of Securities, issued to the Depository for
                          such series or its nominee, and registered in the name
                          of such Depository or nominee.

                          "Holder" means a Person in whose name a Security is
                          registered in the Security Register.

                          "Indebtedness for money borrowed", when used with
                          respect to the Company, means any obligation of, or
                          any obligation guaranteed by, the Company for the
                          repayment of borrowed money, whether or not evidenced
                          by bonds, debentures, notes or other written
                          instruments.

                          "Indenture" means this instrument as originally
                          executed or as it may from time to time be
                          supplemented or amended by one or more indentures
                          supplemental hereto entered into pursuant to the
                          applicable provisions hereof and shall include the
                          terms or particular series of Securities established
                          as contemplated by Section 301.

                          "interest", when used with respect to an Original
                          Issue Discount Security which by its terms bears
                          interest only after Maturity, means interest payable
                          after Maturity.

                          "Interest Payment Date", when used with respect to any
                          Security, means the Stated Maturity of an installment
                          of interest on such Security.

                          "Intermediate Subsidiary" has the meaning specified in
                          Section 1006.

<PAGE>

                          "Maturity", when used with respect to any Security,
                          means the date on which the principal of such Security
                          or an instalment of principal becomes due and payable
                          as therein or herein provided, whether at the Stated
                          Maturity or by declaration of acceleration, call for
                          redemption or otherwise.

                          "Officers' Certificate" means a certificate signed by
                          the Chairman of the Board, a Vice Chairman, the
                          President, its Chief Financial Officer, a Vice
                          President or any Attorney-in-Fact, and by the
                          Controller, an Assistant Controller, the Secretary or
                          an Assistant Secretary, of the Company, and delivered
                          to the Trustee.

                          "Opinion of Counsel" means a written opinion of
                          counsel who may be an employee of the Company or other
                          counsel to the Company.

                          "Original Issue Discount Security" means any Security
                          which provides for an amount less than the principal
                          amount thereof to be due and payable upon a
                          declaration of acceleration on the Maturity thereof
                          pursuant to Section 502.

                          "Outstanding", when used with respect to Securities,
                          means, as of the date of determination, all Securities
                          theretofore authenticated and delivered under this
                          Indenture, except:

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

                                    ii. Securities for whose payment or
                                        redemption money in the necessary amount
                                        has been theretofore deposited with the
                                        Trustee or any Paying Agent (other than
                                        the Company) in trust or set aside and
                                        segregated in trust by the Company (if
                                        the Company shall act as its own Paying
                                        Agent) for the Holders of such
                                        Securities; provided that, if such
                                        Securities are to

<PAGE>

                                        be redeemed, notice of such redemption
                                        has been duly given pursuant to this
                                        Indenture or provision therefore
                                        satisfactory to the Trustee has been
                                        made; and

                                  iii.  Securities which have been paid
                                        pursuant to Section 306 or in exchange
                                        for or in lieu of which other Securities
                                        have been authenticated and delivered
                                        pursuant to this Indenture, other than
                                        any such Securities in respect of which
                                        there shall have been presented to the
                                        Trustee proof satisfactory to it that
                                        such Securities are held by a bona fide
                                        purchaser in whose hands such Securities
                                        are valid obligations of the Company;

          provided, however, that in determining whether the Holders of the
          requisite principal amount of the Outstanding Securities have given
          any request, demand, authorization, direction, notice, consent or
          waiver hereunder, (i) the principal amount of an Original Issue
          Discount Security that shall be deemed to be Outstanding shall be the
          amount of the principal thereof that would be due and payable as of
          the date of such determination upon acceleration of the Maturity
          thereof pursuant to Section 502, (ii) the principal amount of a
          Security denominated in a foreign currency or currency unit shall be
          the U.S. dollar equivalent, determined as of the date of original
          issuance of such Security, of the principal amount of such Security
          (or, in the case of an Original Issue Discount Security denominated in
          a foreign currency or currency unit, the U.S. dollar equivalent as of
          the date of original issuance of such Security of the amount
          determined as provided in (i) above), (iii) the principal amount of a
          Security for which the amount of payments of principal of and any
          premium or interest on such Security may be determined with reference
          to an index shall be determined as of the date of original issuance of
          such Security and (iv) Securities owned by the Company or any other
          obligor upon the Securities or any Affiliate of the Company or of such
          other obligor shall be disregarded and deemed not to be Outstanding,
          except that, in determining whether the Trustee shall be protected in
          relying upon any such request, demand, authorization, direction,
          notice, consent or waiver, only Securities which the Trustee knows to
          be so owned shall be

<PAGE>

          so disregarded. Securities so owned which have been pledged in good
          faith may be regarded as Outstanding if the pledgee established to the
          satisfaction of the Trustee the pledgee's right so to act with respect
          to such Securities and that the pledgee is not the Company or any
          other obligor upon the Securities or any Affiliate of the Company or
          of such other obligor.

          "Payment Agent" means any Person authorized by the Company to pay the
          principal of (and premium, if any) or interest on any Securities on
          behalf of the Company.

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

          "Place of Payment", when used with respect to the Securities of any
          series, means the place or places where the principal of (and premium,
          if any) and interest on the Securities of that series are payable as
          specified as contemplated by Section 301.

          "Predecessor Security" of any particular Security means every previous
          Security evidencing all or a portion of the same debt as that
          evidenced by such particular Security; and, for the purposes of this
          definition, any Security authenticated and delivered under Section 306
          in exchange for or in lieu of a mutilated, destroyed, lost or stolen
          Security shall be deemed to evidence the same debt as the mutilated,
          destroyed, lost or stolen Security.

          "Record Date" means a Regular Record Date or a Special Record Date, as
          the case may be.

          "Redemption Date", when used with respect to any Security to be
          redeemed, means the date fixed for such redemption by or pursuant to
          this Indenture.

          "Redemption Price", when used with respect to any Security to be
          redeemed, means the price at which it is to be redeemed pursuant to
          this Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
          Date on the Securities of any series means the date specified for that
          purpose as contemplated by Section 301.

          "Responsible Officer", when used with respect to the Trustee, means
          the chairman or any vice-chairman of the board of directors, the
          chairman or any vice-chairman of the executive committee of the board
          of directors, the chairman of the trust committee, the president, any
          vice president, the

<PAGE>

          secretary, any assistant secretary, the treasurer, any assistant
          treasurer, the cashier, any assistant cashier, any trust officer or
          assistant trust officer, the controller or any assistant controller or
          any other officer of the Trustee customarily performing functions
          similar to those performed by any of the above designated officers and
          also means, with respect to a particular corporation trust matter, any
          other officer to whom such matter is referred because of his knowledge
          of and familiarity with the particular subject.

          "Securities" has the meaning stated in the first recital of this
          Indenture and more particularly means any Securities authenticated and
          delivered under this Indenture.

          "Security Register" and "Security Registrar" have the respective
          meanings specified in Section 305.

          "Special Record Date" for the payment of any Defaulted Interest means
          a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any Security or any
          instalment 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 instalment of principal or interest is due and
          payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
          Voting Stock of which is owned, directly or indirectly, by the Company
          or by one or more other Subsidiaries, or by the Company and one or
          more other Subsidiaries.

          "Trustee" means the Person named as the "Trustee" in the first
          paragraph of this instrument until a successor Trustee shall have
          become such pursuant to the applicable provisions of this Indenture,
          and thereafter "Trustee" shall mean or include each Person who is then
          a Trustee hereunder, and if at any time there is more than one such
          Person, "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" means the Trust Indenture Act of 1939 as in
          force at the date as of which the instrument was executed, except as
          provided in Section 905.

          "U.S. Government Obligations" has the meaning specified in Section
          1304(1).

          "Vice President", when used with respect to the Company or the
          Trustee, means any vice president, whether or not designated by a
          number or a word or words added before or after the title "vice
          president".

<PAGE>

          "Voting Stock" means stock of the class or classes having a general
          voting power under ordinary circumstances to elect at least a majority
          of the board of directors, managers or trustees of a corporation
          (irrespective of whether or not at the time stock of any other class
          or classes shall have or might have voting power by reason of the
          happening of any contingency).

      2.  Compliance Certificates and Opinions.

          Under any application or request by the Company to the Trustee to take
          any action under any provision of this Indenture, the Company 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, if any, have been complied with, except that in
          the case of any such application or request as to which the furnishing
          of such documents is specifically required by any provision of this
          Indenture relating to such particular application or request, no
          additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
          condition or covenant provided for in this Indenture shall include

                        1.    a statement that each individual signing such
                              certificate or opinion has read such covenant or
                              condition and the definitions herein relating
                              thereto;

                        2.    a brief statement as to the nature and scope of
                              the examination or investigation upon which the
                              statements or opinions contained in such
                              certificate or opinion are based;

                        3.    a statement that, in the opinion of each such
                              individual, 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, in the opinion of each
                              such individual, such condition or covenant has
                              been complied with.

      3.  Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by, or
          covered by an opinion of any specified Person, it is not necessary
          that all such matters be certified by, or covered by the opinion of,
          only one such Person, or that they be so certified or covered by only
          one document, but one such Person may certify or give an opinion with
          respect to some matters and one or more other such Persons as to other
          matters, and any

<PAGE>

          such Person may certify or give an opinion as to such matters on one
          or several documents.

          Any certificate or opinion of an officer of, or
          Attorney-in-Fact for, the Company may be based, insofar as it relates
          to legal matters, upon a certificate or opinion of, or representations
          by counsel, unless such officer or Attorney-in-Fact knows, or in the
          exercise of reasonable care should know, that the certificate or
          opinion or representations with respect to the matters upon which his
          certificate or opinion is based are erroneous. Any such certificate or
          Opinion of Counsel may be based, insofar as it relates to factual
          matters, upon a certificate or opinion of, or representations by, an
          officer or officers of, or an Attorney-Fact or Attorneys-in-Fact for,
          the Company stating that the information with respect to such factual
          matters is in the possession of the Company, unless such counsel
          knows, or in the exercise of reasonable care should know, that the
          certificate or opinion or representations with respect to such matters
          are erroneous.

          Where any Person is required to make, give or execute two or more
          applications, requests, consents, certificates, statements, opinions
          or other instruments under this Indenture, they may, but need not, be
          consolidated and form one instrument.

      4.  Acts of Holders.

              a.  Any request, demand, authorization, direction, notice,
                  consent, waiver or other action provided by this Indenture to
                  be given or taken by Holders may be embodied in and evidenced
                  by one or more instruments of substantially similar tenor
                  signed by such Holders in person or by agent duly appointed in
                  writing; and, except as herein otherwise expressly provided,
                  such action shall become effective when such instrument or
                  instruments are delivered to the Trustee and, where it is
                  hereby expressly required, to the Company. Such instrument or
                  instruments (and the action embodied therein and evidenced
                  thereby) are herein sometimes referred to as the "Act" of the
                  Holders signing such instrument or instruments. Proof of
                  execution of any such instrument or of a writing appointing
                  any such agent shall be sufficient for any purpose of this
                  Indenture and (subject to Section 601) conclusive in favor of
                  the Trustee and the Company, if made in the manner provided in
                  this Section.

              b.  The fact and date of the execution by any Person of any such
                  instrument or writing may be proved by the affidavit of a
                  witness of such execution or by a certificate of a notary
                  public or other officer authorized by law to take
                  acknowledgments of deeds, certifying that the individual
                  signing such instrument or writing acknowledged to him the
                  execution thereof. Where such execution is by a signer acting
                  in a capacity other than his individual

<PAGE>

                  capacity, such certificate or affidavit shall also constitute
                  sufficient proof of his authority. The fact and date of the
                  execution of any such instrument or writing, or the authority
                  of the Person executing the same, may also be proved in any
                  other manner which the Trustee deems sufficient.

              c.  The ownership of Securities shall be proved by the Security
                  Register.

              d.  Any request, demand, authorization, direction, notice,
                  consent, waiver or other Act of the Holder of any Security
                  shall bind every future Holder of the same Security and the
                  Holder of every Security issued upon the registration of
                  transfer thereof or in exchange therefore or in lieu thereof
                  in respect of anything done, omitted or suffered to be done by
                  the Trustee or the Company in reliance thereon, whether or not
                  notation of such action is made upon such Security.

      5.  Notices, Etc., to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent, waiver
          or Act of Holders or other document provided or permitted by this
          Indenture to be made upon, given or furnished in, or filed with,

                      1.  the Trustee by any Holder or by the Company shall be
                          sufficient for every purpose hereunder if made, given,
                          furnished or filed in writing to or with the Trustee
                          at its Corporate Trust Office, Attention: Corporate
                          Trust Department, or

                      2.  the Company by the Trustee or by any Holder shall be
                          sufficient for every purpose hereunder (unless
                          otherwise herein expressly provided) if in writing and
                          mailed, first-class postage prepaid, to the Company
                          addressed to it, attention: Secretary, at the address
                          of its principal office specified in the first
                          paragraph of this instrument or at any other address
                          previously furnished in writing to the Trustee by the
                          Company.

      6.  Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event, such
          notice shall be sufficiently given (unless otherwise herein expressly
          provided) if in writing and mailed, first-class postage prepaid, to
          each Holder affected by such event, at his address as it appears in
          the Security Register, not later than the latest date, and not earlier
          than the earliest date, prescribed for the giving of such notice. In
          any case where notice to Holder is given by mail, neither the failure
          to mail such notice, nor any defect in any notice so mailed, to any
          particular Holder shall affect the sufficiency of such notice with
          respect to other Holders. Any notice which is mailed in the manner
          herein provided shall be conclusively presumed to

<PAGE>

          have been duly given. Where this Indenture provides for notice in any
          manner, such notice may be waived in writing by the Person entitled to
          receive such notice, either before or after the event, and such waiver
          shall be equivalent of such notice. Waivers of notice by Holders shall
          be filed with the Trustee, but such filing shall not be a condition
          precedent to the validity of any action taken in reliance upon such
          waiver.

          In case by reason of the suspension of regular mail service or by
          reason of any other cause it shall be impracticable to give one's
          notice by mail, then such notification as shall be made with the
          approval of the Trustee shall constitute a sufficient notification for
          every purpose hereunder.

      7.  Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with another
          provision hereof which is required to be included in this Indenture by
          any of the provisions of the Trust Indenture Act, such required
          provision shall control.

      8.  Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are
          for convenience only and shall not affect the construction hereof.

      9.  Successors and Assigns.

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

      10. Separability Clause.

          In case any provision in this Indenture or in the Securities shall be
          invalid, illegal or unenforceable, the validity, legality and
          enforceability of the remaining provisions shall not in any way be
          affected or impaired thereby.

      11. Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied,
          shall give to any Person, other than the parties hereto and their
          successors hereunder and the Holders, any benefit or any legal or
          equitable right, remedy or claim under this Indenture.

      12. Governing Law.

          This Indenture and the Securities shall be governed by and construed
          in accordance with the laws of the State of New York.

<PAGE>

      13. Legal Holidays.

    In any case where any Interest Payment Date, Redemption Date or Stated
    Maturity of any Security shall not be a Business Day at any Place of
    Payment, then (notwithstanding any other provision of this Indenture or of
    the Securities) payment of interest or principal (and premium, if any) need
    not be made at such Place of Payment on such date, but may be made on the
    next succeeding Business Day at such Place of Payment with the same force
    and effect as if made on the Interest Payment Date or Redemption Date, or at
    the Stated Maturity, provided that no interest shall accrue for the period
    from and after such Interest Payment Date, Redemption Date or Stated
    Maturity, as the case may be.

2.

    Security Forms

      1.  Forms Generally.

          The Securities of each series shall be substantially in the form set
          forth in this Article, or in such other form (including permanent
          global form) as shall be established by or pursuant to a Board
          Resolution or in one or more indentures supplemental hereto, in each
          case with such appropriate insertions, omissions, substitutions and
          other variations as are required or permitted by this Indenture, and
          may have such letters, numbers or other marks of identification and
          such legends or endorsements placed thereon as may be required to
          comply with the rules of any securities exchange or as may,
          consistently herewith, be determined by the officers of the Company or
          any Attorney-in-Fact executing such Securities, as evidenced by their
          execution of the Securities. If the form of Securities of any series
          is established by action taken pursuant to a Board Resolution, a copy
          of an appropriate record of such action shall be certified by the
          Secretary or an Assistant Secretary of the Company and delivered to
          the Trustee at or prior to the delivery of the Company Order
          contemplated by Section 303 for the authentication and delivery of
          such Securities. If all of the Securities of any series established by
          action taken pursuant to a Board Resolution are not to be issued at
          one time, it shall not be necessary to deliver a record of such action
          at the time of issuance of each Security of such series, but an
          appropriate record of such action shall be delivered at or before the
          time of issuance of the first Security of such series.

          The Trustee's certificates of authentication shall be in substantially
          the form set forth in this Article.

          The definitive Securities shall be printed, lithographed or engraved
          on steel engraved borders or may be produced in any other manner
          (provided that if any Securities are to be listed on any securities
          exchange, then in such manner as may be permitted by the rules of any
          such securities

<PAGE>

          exchange), all as determined by the officers of the Company or any
          Attorney-in-Fact executing such Securities, as evidenced by their
          execution of such Securities.

      2.  Form of Face of Security.

          [Insert any legend required by the Internal Revenue Code and the
          regulations thereunder]

                          CHEMICAL BANKING CORPORATION

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

          No. _________ $_______

          CHEMICAL BANKING CORPORATION, a corporation duly organized and
          existing under the laws of the State of Delaware (herein called the
          "Company", which term includes any successor corporation under the
          Indenture hereinafter referred to), for value received, hereby
          promises to pay to ____________________________, or registered
          assigns, the principal sum of ________________________________________
          Dollars on ______________________________________ [if the Security is
          to bear interest prior to Maturity, insert , and to pay interest
          thereon from _______________ or from the most recent Interest Payment
          Date to which interest has been paid or duly provided for, [insert
          appropriate period] or _________________ and _______________ in each
          year, commencing ______________, at the rate of __% per annum, until
          the principal hereof is paid or made available for payment [if
          applicable, insert , and (to the extent that the payment of such
          interest shall be legally enforceable) at the rate of __% per annum on
          any overdue principal and premium [if applicable, insert and on any
          overdue instalment of interest]. The interest so payable, and
          punctually paid or duly provided for, on any Interest Payment Date
          will, as provided in such Indenture, be paid to the Person in whose
          name this Security (or one or more Predecessor Securities) is
          registered at the close of business on the Regular Record Date for
          such interest, which shall be the ________ or _______ (whether or not
          a Business Day), as the case may be, next preceding such Interest
          Payment Date. Any such interest not so punctually paid or duly
          provided for will forthwith cease to be payable to the Holder on such
          Regular Record Date and may either be paid to the Person in whose name
          this Security (or one or more Predecessor Securities) is registered at
          the close of business on a Special Record Date for the payment of such
          Defaulted Interest to be fixed by the Trustee, notice whereof shall be
          given to Holders of Securities of this series not less than 10 days
          prior to such Special Record Date, or be paid at any time in any other
          lawful manner

<PAGE>

          not inconsistent with the requirements of any securities exchange on
          which the Securities of this series may be listed, and upon such
          notice as may be required by such exchange, all as more fully provided
          in said Indenture]. [If the Security is not to bear interest prior to
          Maturity, insert The principal of this Security shall not bear
          interest except in the case of a default in payment of principal upon
          acceleration, upon redemption or at Stated Maturity and in such case
          the overdue principal of this Security shall bear interest at the rate
          of __% per annum (to the extent that the payment of such interest
          shall be legally enforceable), which shall accrue from the date of
          such default in payment to the date payment of such principal has been
          made or duly provided for. [Interest on any overdue principal shall be
          payable on demand. Any such interest on any overdue principal that is
          not so paid on demand shall bear interest at the rate of __% per annum
          (to the extent that the payment of such interest shall be legally
          enforceable), which shall accrue from the date of such demand for
          payment to the date payment of such interest has been made or duly
          provided for, and such interest shall also be payable on demand].]

          Payment of the principal of (and premium, if any) and [if applicable,
          insert any such] interest on this Security will be made at the office
          or agency of the Company maintained for that purpose in _____________,
          in such coin or currency of the United States of America as at the
          time of payment is legal tender for payment of public and private
          debts [unless otherwise specifically provided with respect to the
          Securities of the series, insert ; provided, however, that at the
          option of the Company payment of interest may be made by check mailed
          to the address of the Person entitled thereto as such address shall
          appear in the Security Register].

          Reference is hereby made to the further provisions of this Security
          set forth on the reverse hereof, which further provisions shall for
          all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
          the Trustee referred to on the reverse hereof, or an Authenticating
          Agent, by manual signature, this Security shall not be entitled to any
          benefit under the Indenture or be valid or obligatory for any purpose.

          In Witness Whereof, the Company has caused this instrument to be duly
          executed under its corporate seal.

          Dated:
          _________________________________________

<PAGE>

          By_______________________________________

          Attest:

          ______________________________________

      3.  Form of Reverse of Security.

          This Security is one of a duly authorized series of securities of the
          Company (herein called the "Securities"), issued and to be issued in
          one or more series under an Indenture, dated as of December 1, 1989
          (herein called the "Indenture"), between the Company and the Chase
          Manhattan Bank (National Association), as Trustee (herein called the
          "Trustee", which term includes any successor trustee under the
          Indenture), to which Indenture and all indentures supplemental thereto
          reference is hereby made for a statement of the respective rights,
          limitations of rights, duties and immunities thereunder of the
          Company, the Trustee and the Holders of the Securities and of the
          terms upon which the Securities are, and are to be, authenticated and
          delivered. This Security is one of the series designated on the face
          hereof [, limited in aggregated principal amount to $________].

          [If applicable, insert The Securities of this series are subject to
          redemption upon not less than 30 days' nor more than 60 days' notice
          by mail [if applicable, insert (1) on ________________ in any year
          commencing with the year _________ and ending with the year __________
          through operation of the sinking fund for this series at a Redemption
          Price equal to 100% of the principal amount, and (2)] at any time [on
          or after ______________, 19__], as a whole or in part, at the election
          of the Company, at the following Redemption Prices (expressed as
          percentages of the principal amount): If redeemed [on or before
          ______________, __%, and if redeemed] during the 12-month period
          beginning ______________ of the years indicated,

                      REDEMPTION                         REDEMPTION

          YEAR          PRICE             YEAR             PRICE

<PAGE>

          And thereafter at a Redemption Price equal to __% of the principal
          amount, together in the case of any such redemption [if applicable,
          insert (whether through operation of the sinking fund or otherwise)]
          with accrued interest to the Redemption Date, but interest instalments
          whose Stated Maturity is on or prior to such Redemption Date will be
          payable to the Holders of such Securities, or one or more Predecessor
          Securities, of record at the close of business on the relevant Regular
          Record Dates referred to on the face hereof, all as provided in the
          Indenture.]

          [If applicable, insert The Securities of this series are subject to
          redemption upon not less than 30 days' nor more than 60 days' notice
          by mail (1) on _____________ in any year commencing with the year
          ________ and ending with the year ________ through operation of the
          sinking fund for this series at the Redemption Prices for redemption
          through operation of the sinking fund (expressed as percentages of the
          principal amount) set forth in the table below, and (2) at any time
          [on or after _____________], as a whole or in part, at the election of
          the Company, at the Redemption Prices for redemption otherwise than
          through operation of the sinking fund (expressed as percentages of the
          principal amount) set forth in the table below: If redeemed during the
          12-month period beginning ________________ of the years indicated,

                                    REDEMPTION PRICE

                                      FOR REDEMPTION       REDEMPTION PRICE FOR

                                    THROUGH OPERATION      REDEMPTION OTHERWISE

                                         OF THE           THEN THROUGH OPERATION

                        YEAR         SINKING FUND          OF THE SINKING FUND

<PAGE>

          and thereafter at a Redemption Price equal to __% of the principal
          amount, together in the case of any such redemption (whether through
          operation of the sinking fund or otherwise) with accrued interest to
          the Redemption Date, but interest instalments whose Stated Maturity is
          on or prior to such Redemption Date will be payable to the Holders of
          such Securities, or one or more Predecessor Securities, of record at
          the close of business on the relevant Regular Record Dates referred to
          on the face hereof, all as provided in the Indenture.]

          [Notwithstanding the foregoing, the Company may not, prior to
          ________________, redeem any Securities of this series as contemplated
          by [Clause (2) of] the preceding paragraph as a part of, or in
          anticipation of, any refunding operation by the application, directly
          or indirectly, of moneys borrowed having an interest cost to the
          Company (calculated in accordance with generally accepted financial
          practices) of less than __% per annum.]

          [The sinking fund for this series provides for the redemption on
          _____________ in each year beginning with the year _______ and ending
          with the year ________of [not less than] $_______ [("mandatory sinking
          fund") and not more than $________] aggregate principal amount of
          Securities of this series. [Securities of this series acquired or
          redeemed by the Company otherwise than through [mandatory] sinking
          fund payments may be credited against subsequent [mandatory] sinking
          fund payments otherwise required to be made [if applicable, insert in
          the inverse order in which they become due].]

          In the event of redemption of this Security in part only, a new
          Security or Securities of this series and of like tenor for the
          unredeemed portion

<PAGE>

          hereof will be issued in the name of the Holder hereof upon the
          cancellation hereof.

          [If applicable, insert The Indenture contains provisions for
          defeasance at any time of [(a)] [the entire indebtedness evidenced by
          this Security] [and (b)] certain restrictive covenants,] [in each
          case] upon compliance by the Company with certain conditions set forth
          therein, which provisions apply to this Security.]

          [If the Security is not an Original Issue Discount Security, insert If
          an Event of Default with respect to Securities of this series shall
          occur and be continuing, the principal of the securities of this
          series may be declared due and payable in the manner and with the
          effect provided in the Indenture.] [If the Security is an Original
          Issue Discount Security, insert If an Event of Default with respect to
          Securities of this series shall occur and be continuing, an amount of
          principal of the Securities of this series may be declared due and
          payable in the manner and with the effect provided in the Indenture.
          Such amount shall be equal to insert formula for determining the
          amount.] Upon payment (i) of the amount of principal so declared due
          and payable and (ii) of interest on any overdue principal and overdue
          interest (in each case to the extent that the payment of such interest
          shall be legally enforceable), all of the Company's obligations in
          respect of the payment of the principal of and interest, if any, on
          the Securities of this series shall terminate.

          The Indenture permits, with certain exceptions as therein provided,
          the amendment thereof and the modification of the rights and
          obligations of the Company and the rights of the Holders of the
          Securities of each series to be affected under the Indenture at any
          time by the Company and the Trustee with the consent of the Holders of
          a majority in principal amount of the Securities at the time
          Outstanding of each series to be affected. The Indenture also contains
          provisions permitting the Holders of specified percentages in
          principal amount of the Securities of each series at the time
          Outstanding, on behalf of the Holders of all Securities of such
          series, to waive compliance by the Company with certain provisions of
          the Indenture and certain past defaults under the Indenture and their
          consequences. Any such consent or waiver by the Holder of this
          Security shall be conclusive and binding upon such Holder and upon all
          future Holders of this Security and of any Security issued upon the
          registration of transfer hereof or in exchange herefor or in lieu
          hereof, whether or not notation of such consent or waiver is made upon
          this Security.

          No reference herein to the Indenture and no provision of this Security
          or of the Indenture shall alter or impair the obligation of the
          Company, which is absolute and unconditional, to pay the principal of
          (and premium if any)

<PAGE>

          and interest (if any) on this Security at the times, place and rate,
          and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
          therein set forth, the transfer of this Security is registrable in the
          Security Register, upon surrender of this Security for registration of
          transfer at the office or agency of the Company in any place where the
          principal of (and premium, if any) and interest (if any) on this
          Security are payable, duly endorsed by, or accompanied by a written
          instrument of transfer in form satisfactory to the Company and the
          Security Registrar duly executed by, the Holder hereof or his attorney
          duly authorized in writing, and thereupon one or more new Securities
          of this series, of authorized denominations and for the same aggregate
          principal amount, will be issued to the designated transferee or
          transferees.

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

          No service charge shall be made for any such registration of transfer
          or exchange, but the Company may require payment of a sum sufficient
          to cover any tax or other governmental charge payable in connection
          therewith.

          Prior to due presentment of this Security for registration of
          transfer, the Company, the Trustee and any agent of the Company or the
          Trustee may treat the Person in whose name this Security is registered
          as the owner hereof for all purposes, whether or not this Security be
          overdue, and neither the Company, the Trustee nor any such agent shall
          be affected by notice to the contrary.

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

      4.  Additional Provisions Required in Global Security.

          Any Global Security issued hereunder shall, in addition to the
          provisions contained in Sections 202 and 203, bear a legend in
          substantially the following form:

          "This Security is a Global Security within the meaning of the
          Indenture hereinafter referred to and is registered in the name of a
          Depository or a

<PAGE>

          nominee of a Depository. This Security is exchangeable for Securities
          registered in the name of a person other than the Depository or its
          nominee only in the limited circumstances described in the Indenture
          and may not be transferred except as a whole by the Depository to a
          nominee of the depository or by a nominee of the Depository to the
          Depository or another nominee of the Depository.

          Unless otherwise provided as contemplated by Section 301 with respect
          to any series of Securities, any Global Security shall provide, in
          addition to the provisions set forth in Sections 202 and 203 and the
          preceding paragraph, that the Depository will not sell, assign,
          transfer or otherwise convey any beneficial interest in such Global
          Security unless such beneficial interest is in an amount equal to an
          authorized denomination for Securities of such series, and that the
          Depository, by accepting such Global Security, agrees to be bound by
          such provision.

      5.  Form of Trustee's Certificate of Authentication.

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

THE CHASE MANHATTAN BANK

(NATIONAL ASSOCIATION)

as Trustee

By____________________________________

Authorized Officer

THE CHASE MANHATTAN BANK

(NATIONAL ASSOCIATION)

as Trustee

By Chemical Bank

Authenticating Agent

By____________________________________

Authorized Signer

<PAGE>

3.

   The Securities

      1.  Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
          authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
          established in or pursuant to a Board Resolution and, subject to
          Section 303, set forth, or determined in the manner provided, in an
          Officers' Certificate, or established in one or more indentures
          supplemental hereto, prior to the issuance of Securities of any
          series,

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

                      2.  any limit upon the aggregate principal amount or the
                          aggregate initial offering price of the Securities of
                          the 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 the series pursuant to Section 304, 305,
                          906 or 1107 and except for any Securities which,
                          pursuant to Section 303, shall not have been issued
                          and sold by the Company and are therefore deemed never
                          to have been authenticated and delivered hereunder);

                      3.  the Person to whom any interest on a Security of the
                          series shall be payable, if other than the Person in
                          whose name that Security (or one or more Predecessor
                          Securities) is registered at the close of business on
                          the Regular Record Date for such interest;

                      4.  the date or dates on which the principal of the
                          Securities of the series is payable; the provisions,
                          if any, for extension of such date or dates;

                      5.  the rate or rates (or the formula pursuant to which
                          such rate or rates shall be determined) at which the
                          Securities of the series shall bear interest, if any,
                          including that rate of interest applicable to overdue
                          payments of principal, and the rate of interest, if
                          any, applicable to overdue payments of interest if
                          different from the rate of interest stated in the
                          title of the Security; the date or dates from which
                          such interest shall accrue, the Interest Payment Dates
                          on which such interest shall be payable and the
                          Regular Record Date for the interest payable on any
                          Interest Payment Date;

<PAGE>

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

                      7.  if applicable, the period or periods within which, the
                          price or prices at which and the terms and conditions
                          upon which Securities of the series may be redeemed,
                          in whole or in part, at the option of the Company;

                      8.  the obligation, if any, of the Company to redeem or
                          purchase Securities of the 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 the series shall
                          be redeemed or purchased, in whole or in part,
                          pursuant to such obligation;

                      9.  if other than denominations of $1,000 and any integral
                          multiple thereof, the denominations in which
                          Securities of the series shall be issuable;

                      10. if other than the currency of the United States, the
                          currency or currencies, including composite
                          currencies, in which payment of the principal of and
                          any premium and interest on the Securities of the
                          series shall be payable, which may be different for
                          principal, premium, if any, and interest;

                      11. if the principal of (and premium, if any) or interest,
                          if any, on the Securities of the series are to be
                          payable, at the election of the Company or a Holder
                          thereof, in a currency or currencies other than that
                          in which the Securities are stated to be payable, the
                          currency or currencies in which payment of the
                          principal of (and premium, if any) or interest, if
                          any, on Securities of such series as to which such
                          election is made shall be payable, and the period or
                          periods within which, and the terms and conditions
                          upon which, such election may be made;

                      12. if the amount of payments of principal of and any
                          premium or interest on the Securities of the series
                          may be determined with reference to an index, the
                          manner in which such amounts shall be determined;

                      13. if other than the principal amount thereof, the
                          portion of the principal amount of Securities of the
                          series which shall be payable upon declaration of
                          acceleration of the Maturity thereof pursuant to
                          Section 502;

                      14. any Event of Default with respect to the Securities of
                          the series, if not set forth herein;

                      15. the application, if any, of either or both of Section
                          1302 and Section 1303 to the Securities of the series.

                      16. whether the Securities of the series shall be issued
                          in whole or in part in the form of one or more Global
                          Securities and,

<PAGE>

                          in  such case, the Depository for such Global Security
                          or Securities, which Depository shall be, if then
                          required by applicable law or regulation, a clearing
                          agency registered under the Securities Exchange Act of
                          1934, as amended; and

                      17. any other terms of the series (which terms shall not
                          be inconsistent with the provisions of this
                          Indenture), including any covenants to be applicable
                          to Securities of such series if not set forth herein.

          All Securities of any one series shall be substantially identical
          except as to denomination and except as may otherwise be provided in
          or pursuant to the Board Resolution referred to above and (subject to
          Section 303) set forth in the Officers' Certificate referred to above
          or in any such indenture supplemental hereto. All Securities of any
          one series need not be issued at one time, and unless otherwise
          provided, a series may be reopened for issuances of additional
          Securities of such series.

          Unless otherwise specifically provided with respect to the Securities
          of a series, at the option of the Company, interest on the Securities
          of any series that bears interest may be paid by mailing a check to
          the address of the person entitled thereto as such address shall
          appear in the Security Register.

          If any of the terms of Securities of a series are established by
          action taken pursuant to a Board Resolution, a copy of an appropriate
          record of such action shall be certified by the Secretary or an
          Assistant Secretary of the Company and delivered to the Trustee at or
          prior to the delivery of the Officers' Certificate setting forth the
          terms of the Securities of such series. If all of the Securities of
          any series established by action taken pursuant to a Board Resolution
          are not to be issued at one time, it shall not be necessary to deliver
          a record of such action at the time of issuance of each Security of
          such series, but an appropriate record of such action shall be
          delivered at or before the time of issuance of the First Security of
          such series.

      2.  Denominations.

          The Securities of each series shall be issuable in registered form
          without coupons in each denominations as shall be specified as
          contemplated by Section 301. In the absence of any such provisions
          with respect to the Securities of any particular series, the
          Securities of such series shall be issuable in denominations of $1,000
          and any integral multiple thereof.

      3.  Execution, Authentication, Delivery and Dating.

<PAGE>

          The Securities shall be executed on behalf of the Company by its
          Chairman of the Board, one of its Vice Chairman, its President, its
          Chief Financial Officer or one of its Vice Presidents, under its
          corporate seal reproduced thereon attested by its Secretary or one of
          its Assistant Secretaries. The signature of any of these officers on
          the Securities may be manual or facsimiles.

          Securities bearing the manual or facsimile signatures of individuals
          who were at any time the proper officers of the Company shall bind the
          Company, notwithstanding that such individuals or any of them have
          ceased to hold such offices prior to the authentication and delivery
          of such Securities or did not hold such offices a the date of such
          Securities.

          At any time and from time to time after the execution and delivery of
          this Indenture, the Company may deliver Securities of any series
          executed by the Company to the Trustee or the Authenticating Agent for
          authentication, together with a Company Order for the authentication
          and delivery of such Securities, and the Trustee or the Authenticating
          Agent in accordance with the Company Order shall authenticate and make
          available for delivery such Securities. If all of the Securities of
          any series are not to be issued at one time and if the Board
          Resolution or supplemental indenture establishing such series shall so
          permit, such Company Order may set forth procedures acceptable to the
          Trustee for the issuance of such Securities and determining the terms
          of particular Securities of such series, such as interest rate,
          maturity date, date of issuance and date from which interest shall
          accrue. In authenticating Securities of any series, and accepting the
          additional responsibilities under this Indenture in relation to such
          Securities, the Trustee or the Authenticating Agent, as the case may
          be, shall be entitled to receive, and (subject to Section 601) shall
          be fully protected in relying upon, an Opinion of Counsel stating,

                                    a.  if the form of such Securities has been
                                        established by or pursuant to a Board
                                        Resolution as permitted by Section 201,
                                        that such form has been established in
                                        conformity with the provisions of this
                                        Indenture;

                                    b.  if the terms of such Securities have
                                        been established by or pursuant to a
                                        Board Resolution as permitted by Section
                                        301, that such terms have been
                                        established in conformity with the
                                        provisions of this Indenture; and

                                    c.  that such Securities, when authenticated
                                        and delivered by the Trustee and issued
                                        by the Company
<PAGE>

                                        in the manner and subject to any
                                        conditions specified in such Opinion of
                                        Counsel, will constitute valid and
                                        legally binding obligations of the
                                        Company, enforceable in accordance with
                                        their terms, subject to bankruptcy,
                                        insolvency, fraudulent transfer,
                                        reorganization, moratorium and similar
                                        laws of general applicability relating
                                        to or affecting creditors' rights and to
                                        general equity principles and, if
                                        applicable, to provisions of law which
                                        may require that a judgment for money
                                        damages rendered by a court in the
                                        United States be expressed in Unites
                                        States dollars.

          If such forms or terms have been so established, the Trustee or the
          Authenticating Agent, as the case may be, shall not be required to
          authenticate such Securities if the issue of such Securities pursuant
          to this Indenture will affect the Trustee's or the Authenticating
          Agent's own rights, duties or immunities under the Securities and this
          Indenture or otherwise in a manner which is not reasonably acceptable
          to the Trustee or the Authenticating Agent.

          Notwithstanding the provisions of Section 301 and of the preceding
          paragraph, if all Securities of a series are not to be originally
          issued at one time, it shall not be necessary to deliver the Officers'
          Certificate otherwise required pursuant to Section 301 or the Company
          Order and Opinion of Counsel otherwise required pursuant to such
          preceding paragraph at or prior to the time of authentication of each
          Security of such series if such documents are delivered at or prior to
          the time of authentication upon original issuance of the first
          Security of such series to be issued. After the original issuance of
          the first Security of such series to be issued, any separate request
          by the Company that the Trustee authenticate Securities of such series
          for original issuance will be deemed to be a certification by the
          Company that it is in compliance with all conditions precedent
          provided for in this Indenture relating to the authentication and
          delivery of such Securities.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
          be valid or obligatory for any purpose unless there appears on such
          Security a certificate of authentication substantially in the form
          provided for herein

<PAGE>

          executed by the Trustee or the Authenticating Agent by manual
          signature, and such certificate upon any Security shall be conclusive
          evidence, and the only evidence, that such Security has been duly
          authenticated and delivered hereunder and is entitled to the benefits
          of this Indenture. Notwithstanding the foregoing, if any Security
          shall have been authenticated and delivered hereunder but never issued
          and sold by the Company, and the Company shall deliver such Security
          to the Trustee for cancellation as provided in Section 309 together
          with a written statement (which need not comply with Section 102 and
          need not be accompanied by an Opinion of Counsel) stating that such
          Security has never been issued and sold by the Company, for all
          purposes of this Indenture such Security shall be deemed never to have
          been authenticated and delivered hereunder and shall never be entitled
          to the benefits of this Indenture.

      4.  Temporary Securities.

          Pending the preparation of definitive Securities of any series, the
          Company may execute, and upon Company Order the Trustee or the
          Authenticating Agent shall authenticate and deliver, temporary
          Securities which are printed, lithographed, typewritten, reproduced or
          otherwise produced, in any authorized denomination, substantially of
          the tenor of the definitive Securities in lieu of which they are
          issued and with such appropriate insertions, omissions, substitutions
          and other variations of the officers executing such Securities may
          determine, as evidenced by their execution of such Securities.

          If temporary Securities of any series are issued, the Company will
          cause definitive Securities of that series to be prepared without
          unreasonable delay. After the preparation of definitive Securities of
          such series, the temporary Securities of such series shall be
          exchangeable for definitive Securities of such series upon surrender
          of the temporary Securities of such series at the office or agency of
          the Company in a Place of Payment for that series, without charge to
          the Holder. Upon surrender for cancellation of any one or more
          temporary Securities of any series the Company shall execute, and the
          Trustee shall authenticate and make available for delivery, in
          exchange therefor a like principal amount of definitive Securities of
          the same series and tenor of authorized denominations. Until so
          exchanged the temporary Securities of any series shall in all respects
          be entitled to the same benefits under this Indenture as definitive
          Securities of such series.

      5.  Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the corporate trust office of
          the Security Registrar designated pursuant to this Section 305 a
          register (the register maintained in such office being herein
          sometimes referred to as

<PAGE>

          the "Security Register") in which, subject to such reasonable
          regulations as it may prescribe, the Company shall provide for the
          registration of Securities and of transfers of Securities. The Bank is
          hereby initially appointed "Security Registrar" for the purpose of
          registering Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security of any
          series at the office or agency in a Place of Payment for that series,
          the Company shall execute, and the Trustee shall authenticate and make
          available for delivery, in the name of the designated transferee or
          transferees, one or more new Securities of the same series, of any
          authorized denominations and of a like tenor and aggregate principal
          amount.

          At the option of the Holder, Securities of any series may be exchanged
          for other Securities of the same series, of any authorized
          denominations and of a like tenor and aggregate principal amount, upon
          surrender of the Securities to be exchanged at such office or agency.
          Whenever any Securities are so surrendered for exchange, the Company
          shall execute, and the Trustee shall authenticate and make available
          for delivery, the Securities which the Holder making the exchange is
          entitled to receive.

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

          Every Security presented or surrendered for registration of transfer
          or for exchange shall (if so required by the Company or the Trustee)
          be duly endorsed, or be accompanied by a written instrument of
          transfer in form satisfactory to the Company and the Security
          Registrar duly executed, by the Holder thereof or his attorney duly
          authorized in writing.

          No service charge shall be made for any registration of transfer or
          exchange of Securities, but the Company may require payment of a sum
          sufficient to cover any tax or other governmental charge that may be
          imposed in connection with any registration of transfer or exchange of
          Securities, other than exchanges pursuant to Section 304, 906 or 1107
          not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
          of or exchange any Security during a period beginning at the opening
          of business 15 days before any selection for redemption of Securities
          of like tenor and of the series of which such Security is a part and
          ending at the close of business on the earliest date on which the
          relevant notice of redemption is deemed to have been given to all
          Holders of Securities of such series to be redeemed, or (ii) to
          register the transfer of or exchange

<PAGE>

          any Security so selected for redemption in whole or in part, except
          the unredeemed portion of any Security being redeemed in part.

          Notwithstanding the foregoing, any Global Security representing a
          series of Securities shall be exchangeable pursuant to this Section
          305 for Securities registered in the names of Persons other than the
          Depository or its nominee only if (i) subject to any other terms of
          the series applicable to such Global Security, such Depository
          notifies the Company that it is unwilling or unable to continue as
          Depository for such Global Security or if at any time such Depository
          ceases to be a clearing agency registered under the Securities
          Exchange Act of 1934, as amended, at a time when such Depository is
          required to be so registered to act as such Depository, (ii) the
          Company executes and delivers to the Trustee a Company Order that such
          Global Security shall be so exchangeable or (iii) 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. Any Global Security
          that is exchangeable pursuant to the preceding sentence shall be
          exchangeable for Securities registered in such names as such
          Depository shall direct.

          Notwithstanding any other provision in this Indenture, a Global
          Security may not be transferred except as a whole by the Depository
          with respect to such Global Security to a nominee of such Depository
          or by a nominee of such Depository to such Depository or another
          nominee of such Depository. Unless otherwise provided as contemplated
          by Section 301 with respect to any series of Securities evidenced in
          whole or in part by a Global Security, the Depository 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.

      6.  Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company
          shall execute and the Trustee shall authenticate and 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 Company and the Trustee (i)
          evidence to their satisfaction of the destruction, loss or theft of
          any Security and (ii) such security or indemnify as may be required by
          them to save each of them and any agent of either of them harmless,
          then, in the absence of notice to the Company or the Trustee that such
          Security has been acquired by a bona fide purchaser, the Company shall
          execute and upon its request the Trustee shall authenticate and make
          available for delivery, in lieu of any such destroyed, lost or stolen
          Security, a new Security of the same
<PAGE>

          series and of like tenor and principal amount and bearing a number not
          contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
          become or is about to become due and payable, the Company in its
          discretion may, instead of issuing a new Security of the same series,
          pay such Security.

          Upon the issuance of any new Security under this Section, the Company
          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 the fees and expenses of the Trustee)
          connected therewith.

          Every new Security of any series issued pursuant to this Section in
          lieu of any destroyed, lost or stolen Security shall constitute an
          original additional contractual obligation of the Company, whether or
          not the destroyed, lost or stolen Security shall be at any time
          enforceable by anyone, and shall be entitled to all the benefits of
          this Indenture equally and proportionately with any and all other
          Securities of that series duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
          the extent lawful) all other rights and remedies with respect to the
          replacement or payment of mutilated, destroyed, lost or stolen
          Securities.

      7.  Payment of Interest; Interest Rights Preserved.

          Unless otherwise provided as contemplated by Section 301 with respect
          to any series of Securities, interest on any Security which is
          payable, and is punctually paid or duly provided for, on any Interest
          Payment Date shall be paid to the Person in whose name that Security
          (or one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest.

          Any interest on any Security of any series which is payable, but is
          not punctually paid or duly provided for, on any Interest Payment Date
          (herein called "Defaulted Interest") shall forthwith cease to be
          payable to the Holder on the relevant Regular Record Date by virtue of
          having been such Holder, and such Defaulted Interest may be paid by
          the Company, at its election in each case, as provided in Clause (1)
          or (2) below:

              1.  The Company may elect to make payment of any Defaulted
                  Interest to the Person or Persons in whose names the
                  Securities of such series (or their respective Predecessor
                  Securities) are registered at the close of business on a
                  Special Record Date for the payment of such Defaulted
                  Interest, which shall be fixed in the following manner. The

<PAGE>

                  Company shall notify the Trustee in writing of the amount of
                  Defaulted Interest proposed to be paid on each Security of
                  such series and the date of the proposed payment, and at the
                  same time the Company shall deposit with the Trustee an amount
                  of money equal to the aggregate amount proposed to be paid in
                  respect of such Defaulted Interest or shall make arrangements
                  satisfactory to the Trustee for such deposit prior to the date
                  of the proposed payment, such money when deposited to be held
                  in trust for the benefit of the Persons entitled to such
                  Defaulted Interest as in this Clause provided. Thereupon the
                  Trustee shall fix a Special Record Date for the payment of
                  such Defaulted Interest which shall be not more than 15 days
                  and not less than 10 days prior to the date of the proposed
                  payment and not less than 10 days after the receipt by the
                  Trustee of the notice of the proposed payment. The Trustee
                  shall promptly notify the Company of such Special Record Date
                  and, in the name and at the expense of the Company, shall
                  cause notice of the proposed payment of such Defaulted
                  Interest and the Special Record Date therefor to be mailed,
                  first-class postage prepaid, to each Holder of Securities of
                  such series at his address as it appears in the Security
                  Register, not less than 10 days prior to such Special Record
                  Date. Notice of the proposed payment of such Defaulted
                  Interested and the Special Record Date therefor having been so
                  mailed, such Defaulted Interest shall be paid to the Persons
                  in whose names the Securities of such series (or their
                  respective Predecessor Securities) are registered at the close
                  of business on such Special Record Date and shall no longer be
                  payable pursuant to the following Clause (2).

              2.  The Company may make payment of any Defaulted Interest on the
                  Securities of any series in any other lawful manner not
                  inconsistent with the requirements of any securities exchange
                  on which such Securities may be listed, and upon such notice
                  as may be required by such exchange, if, after notice given by
                  the Company to the Trustee of the proposed payment pursuant to
                  this Clause, such manner of payment shall be deemed
                  practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Security
          delivered under this Indenture upon registration of transfer of or in
          exchange for or in lieu of any other Security shall carry the rights
          to interest accrued and unpaid, and to accrue, which were carried by
          such other Security.

      8.  Persons Deemed Owners.

<PAGE>

          Prior to due presentment of a Security for registration of transfer,
          the Company, the Trustee and any agent of the Company or the Trustee
          may treat the Person in whose name such Security is registered as the
          owner of such Security for the purpose of receiving payment of
          principal of (and premium, if any) and (subject to Section 307)
          interest on such Security and for all other purposes whatsoever,
          whether or not such Security be overdue, and neither the Company, the
          Trustee nor any agent of the Company or the Trustee shall be affected
          by notice to the contrary.

          Notwithstanding the foregoing, with respect to any Global Security,
          nothing herein shall prevent the Company, the Trustee, or any agent of
          the Company or the Trustee, from giving effect to any written
          certification, proxy or other authorization furnished by a Depository
          or impair, as between a Depository and holders of beneficial interests
          in any Global Security, the operation of customary practices governing
          the exercise of the rights of the Depositary as Holder of such Global
          Security.

      9.  Cancellation.

          All Securities surrendered for payment, redemption, registration of
          transfer or exchange or for credit against any sinking fund payment
          shall, if surrendered to any Person other than the Trustee, be
          delivered to the Trustee and shall be promptly cancelled by it. The
          Company may at any time deliver to the Trustee for cancellation any
          Securities previously authenticated and delivered hereunder which the
          Company may have acquired in any manner whatsoever, and may deliver to
          the Trustee (or to any other Person for delivery to the Trustee) for
          cancellation any Securities previously authenticated hereunder which
          the Company has not issued and sold, and all Securities so delivered
          shall be promptly cancelled by the Trustee. No Securities shall be
          authenticated in lieu of or in exchange for any Securities cancelled
          as provided in this Section, except as expressly permitted by this
          Indenture. All cancelled Securities held by the Trustee shall be
          destroyed by the Trustee and a certificate of destruction shall be
          delivered to the Company.

      10. Computation of Interest.

   Except as otherwise specified as contemplated by Section 301 for Securities
   of any series, interest on the Securities of each series shall be computed on
   the basis of a 360-day year of twelve 30-day months.

4.

   Satisfaction and Discharge

      1.  Satisfaction and Discharge of Indenture.

<PAGE>

          This Indenture shall upon request by the Company cease to be of
          further effect (except as to any surviving rights of registration of
          transfer or exchange of Securities herein expressly provided for), and
          the Trustee, upon Company Request and at the expense of the Company,
          shall execute proper instruments acknowledging satisfaction and
          discharge of this Indenture, when

              1.  either

                      A.  all Securities theretofore authenticated and delivered
                          (other than (i) Securities which have been destroyed,
                          lost or stolen and which have been replaced or paid as
                          provided in Section 306 and (ii) Securities for whose
                          payment money has theretofore been deposited in trust
                          or segregated and held in trust by the Company and
                          thereafter repaid to the Company or discharged from
                          such trust, as provided in Section 1003) have been
                          delivered to the Trustee for cancellation; or

                      B.  all such Securities not theretofore delivered to the
                          Trustee for cancellation

                              i.  have become due and payable, or

                              ii. will become due and payable at their Stated
                                  Maturity within one year, or

                              iii. are to be called for redemption within one
                                  year under arrangements satisfactory to the
                                  Trustee for the giving of notice of redemption
                                  by the Trustee in the name, and at the
                                  expenses of the Company,

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest to the date of
                  such deposit (in the case of Securities which have become due
                  and payable) or to the Stated Maturity or Redemption Date, as
                  the case may be;

              2.  the Company has paid or caused to be paid all other sums
                  payable hereunder by the Company; and

              3.  the Company has delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

<PAGE>

          Notwithstanding the satisfaction and discharge of this Indenture, the
          obligations of the Company to the Trustee under Section 607, the
          obligations of the Trustee to any Authenticating Agent under Section
          614 and, if money or U.S. Government Obligations shall have been
          deposited with the Trustee (or another trustee satisfying the
          conditions of Section 609) in accordance with Section 1302, the
          obligations of the Company to the Trustee (or other qualifying
          trustee) under the fourth paragraph of Section 1305, and, if money
          shall have been deposited with the Trustee pursuant to subclause (B)
          of clause (1) of this Section, the obligations of the Trustee under
          Section 402 and the last paragraph of Section 1003 shall survive.

      2.  Application of Trust Money.

   Subject to provisions of the last paragraph of Section 1003, all money
   deposited with the Trustee pursuant to Section 401 shall be held in trust and
   applied by it, in accordance with the provisions of the Securities and this
   Indenture, to the payment, either directly or through any Paying Agent
   (including the Company acting as its own Paying Agent) as the Trustee may
   determine, to the Persons entitled thereto, of the principal (and premium, if
   any) and interest, if any, for whose payment such money has been deposited
   with the Trustee; but such money need not be segregated from other funds
   except as required by law.

5.

   Remedies

      1.  Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
          any series, means any one of the following events (whatever the reason
          for such Event of Default and whether it shall be voluntary or
          involuntary or be effected by operation of law or pursuant to any
          judgment, decree or order of any court or any order, rule or
          regulation of any administrative or governmental body):

                  1.  default in the payment of interest, if any, upon any
                      Security of that series when it becomes due and payable,
                      and continuance of such default for a period of 30 days;
                      or

                  2.  default in the payment of the principal of (or premium, if
                      any, on) any Security of that series at its Maturity; or

                  3.  default in the deposit of any sinking fund payment, when
                      and as due by the terms of a Security of that series and
                      continuance of such default for a period of 5 days; or

                  4.  default in the performance, or breach, of any covenant or
                      warranty of the Company in this Indenture or any Security
                      of that series (other than a covenant or warranty a
                      default in

<PAGE>

                      whose performance or whose breach is elsewhere in this
                      Section specifically death with or which has expressly
                      been included in this Indenture solely for the benefit of
                      series of Securities other than that series), and
                      continuance of such default or breach 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 25% in
                      principal amount of the Outstanding Securities of that
                      series a written notice specifying such default or breach
                      and requiring it to be remedied and stating that such
                      notice is a "Notice of Default" hereunder, or

                  5.  a default under any bond, debenture, notice or other
                      evidence of indebtedness for money borrowed by the Company
                      (including a default with respect to Securities of any
                      series other than that series) or under any mortgage,
                      indenture or instrument under which there may be issued or
                      by which there may be secured or evidenced any
                      indebtedness for money borrowed by the Company (including
                      this Indenture), whether such indebtedness now exists or
                      shall hereafter be created, which default shall have
                      resulted (i) in a failure to pay an aggregate principal
                      amount exceeding $25,000,000 of such indebtedness for
                      money borrowed at the later of final maturity or upon the
                      expiration of any applicable period of grace with respect
                      to such principal amount, or (ii) in such indebtedness for
                      money borrowed in an aggregate principal amount exceeding
                      $25,000,000 becoming or being declared due and payable
                      prior to the date on which it would otherwise have become
                      due and payable, without such indebtedness having been
                      discharged, or such acceleration having been rescinded or
                      annulled, within a period of 30 days after there shall
                      have 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 25% in principal amount of the
                      Outstanding Securities of that series a written notice
                      specifying such default and requiring the Company to cause
                      such indebtedness to be discharged or cause such
                      acceleration to be rescinded or annulled and stating that
                      such notice is a "Notice of Default" hereunder; provided,
                      however, that, subject to the provisions of Sections 601
                      and 602, the Trustee shall not be deemed to have knowledge
                      of such default unless either (A) a Responsible Officer of
                      the Trustee shall have actual knowledge of such default or
                      (B) the Trustee shall have received written notice thereof
                      from the Company, from any Holder, from the holder of any

<PAGE>

                      such indebtedness for money borrowed or from the trustee
                      under any such mortgage, indenture or other instrument;
                      and provided, further, that any such default shall not be
                      deemed to have occurred if and so long as the Company
                      shall contest the validity thereof in good faith by
                      appropriate proceedings; or

                  6.  the entry by a court having jurisdiction in the premises
                      of (A) a decree or order for relief in respect of the
                      Company or the Bank in an involuntary case or proceeding
                      under any applicable Federal or State bankruptcy,
                      insolvency, reorganization or other similar law or (B) a
                      decree or order appointing a custodian, receiver,
                      liquidator, assignee, trustee, sequestrator or other
                      similar official of the Company or the Bank or of all or
                      substantially all of their respective property, or
                      ordering the winding up or liquidation of their respective
                      affairs, and the continuance of any such decree or order
                      for relief or any such other decree or order unstayed and
                      in effect for a period of 60 consecutive days; or

                  7.  the commencement by the Company or the Bank of a voluntary
                      case or proceeding under any applicable Federal or State
                      bankruptcy, insolvency, reorganization or other similar
                      law or the consent by either to the filing of such
                      petition or to the appointment of or taking possession by
                      a custodian, receiver, liquidator, assignee, trustee,
                      sequestrator or similar official of the Company or the
                      Bank or of all or substantially all of their respective
                      property, or the making by either of an assignment for the
                      benefit of creditors, or the admission by either in
                      writing of its inability to pay its debts generally as
                      they become due, or the taking of corporate action by the
                      Company or the Bank in furtherance of any such action; or

                  8.  any other Event of Default provided with respect to
                      Securities of that series.

          Upon receipt by the Trustee of any Notice of Default pursuant to
          Section 501(4) or Section 501(5) with respect to Securities of a
          series all or part of which is represented by a Global Security, a
          record date shall be established for determining Holders of
          Outstanding Securities of such series entitled to join in such Notice
          of Default, which record date shall be at the close of business on the
          day the Trustee receives such Notice of Default. The Holders on such
          record date, or their duly designated proxies, and only such Persons,
          shall be entitled to join in such Notice of Default, whether or not
          such Holders remain Holders after such record date; provided, that
          unless Holders of at least 10% in principal amount of the Outstanding
          Securities of such series, or their proxies, shall have joined in

<PAGE>

          such Notice of Default prior to the date which is 90 days after such
          record date, such Notice of Default shall automatically and without
          further action by any Holder be canceled and of no further effect.
          Nothing in this paragraph shall prevent a Holder, or a proxy of a
          Holder, from giving, after expiration of such 90-day period, a new
          Notice of Default which is identical to a Notice of Default which has
          been canceled pursuant to the proviso to the preceding sentence, in
          which event a new record date shall be established pursuant to the
          provisions of this Section 501.

      2.  Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any series at the
          time Outstanding occurs and is continuing, then and in every such case
          the Trustee or the Holders of not less than 25% in principal amount of
          the Outstanding Securities of that series may declare the principal
          amount (or, if the Securities of that series are Original Issue
          Discount Securities, such portion of the principal amount as may be
          specified in the terms of that series) of all of the Securities of
          that series to be due and payable immediately, by a notice in writing
          to the Company (and to the Trustee if given by Holders), and upon any
          such declaration such principal amount (or specified amount) shall
          become immediately due and payable, except that no such declaration
          shall be required upon the occurrence of an Event of Default specified
          in Section 501(7).

          At any time after such a declaration of acceleration with respect to
          Securities of any series has been made and before a judgment or decree
          for payment of the money due has been obtained by the Trustee as
          hereinafter in this Article provided, the Holders of a majority in
          principal amount of the Outstanding Securities of that series, by
          written notice to the Company and the Trustee, may rescind and annul
          such declaration and its consequences, and any Event of Default giving
          rise to such declaration shall not be deemed to have occurred, if

                  1.  the Company has paid or deposited with the Trustee a sum
                      sufficient to pay

                          A.  all overdue interest on all Securities of that
                              series,

                          B.  the principal of (and premium, if any, on) any
                              Securities of that series which have become due
                              otherwise than by such declaration of acceleration
                              and interest thereon at the rate or rates
                              prescribed therefor in such Securities,

                          C.  to the extent that payment of such interest is
                              lawful, interest, if any, upon overdue interest

<PAGE>

                              at the rate or rates prescribed therefor in such
                              Securities, and

                          D.  all sums paid or advanced by the Trustee hereunder
                              and the reasonable compensation, expenses,
                              disbursements and advances of the Trustee, its
                              agents and counsel;

                  and

              1.  all Events of Default with respect to Securities of that
                  series, other than the non-payment of the principal of
                  Securities of that series which have become due solely by such
                  declaration of acceleration, have been cured or waived as
                  provided in Section 513 or otherwise remedied.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of each 90-day period, a new written
notice of declaration of acceleration, or rescission or annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 502.

      1.  Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if:

              1.  default is made in the payment of any interest on any Security
                  when such interest becomes due and payable and such default
                  continues for a period of 30 days,

<PAGE>

              2.  default is made in the payment of the principal of (or
                  premium, if any, on) any Security at the Maturity thereof, or

              3.  default is made in the making or satisfaction of any sinking
                  fund payment or analogous obligation when the same becomes due
                  pursuant to the terms of any Security and such default
                  continues for 5 days;

          the Company will, upon demand of the Trustee, pay to it, for the
          benefit of the Holders of such Securities, the whole amount then due
          and payable on such Securities for principal, including any sinking
          fund payment or analogous obligations (and premium, if any) and
          interest and, to the extent that the payment of such interest shall be
          legally enforceable, interest on any overdue principal including any
          sinking fund payment or analogous obligations (and premium, if any)
          and on any overdue interest, at the rate or rates prescribed therefor
          in such Securities, and, in addition thereto, such further amount as
          shall be sufficient to cover the costs and expenses of collection,
          including the reasonable compensation, expenses, disbursements and
          advances of the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
          the Trustee, in its own name and as trustee of an express trust, may
          institute a judicial proceeding for the collection of the sums so due
          and unpaid, may prosecute such proceeding to judgment or final decree
          and may enforce the same against the Company or any other obligor upon
          such Securities and collect the moneys adjudged or decreed to be
          payable in the manner provided by law out of the property of the
          Company or any other obligor upon such Securities, wherever situated.

          If an Event of Default with respect to Securities of any series occurs
          and is continuing, the Trustee may in its discretion proceed to
          protect and enforce its rights and the rights of the Holders of
          Securities of such series by such appropriate judicial proceedings as
          the Trustee shall deem most effectual 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.

      2.  Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
          bankruptcy, reorganization, arrangement, adjustment, composition or
          other judicial proceeding relative to the Company or any other obligor
          upon the Securities or the property of the Company or of such other
          obligor or their creditors, the Trustee (irrespective of whether the
          principal of the Securities shall then be due and payable as therein
          expressed or by

<PAGE>

          declaration or otherwise and irrespective of whether the Trustee shall
          have made any demand on the Company for the payment of overdue
          principal or interest) shall be entitled and empowered, by
          intervention in such proceeding or otherwise,

                                      i.  to file and prove a claim for the
                                          whole amount of principal (and
                                          premium, if any) and interest, if any,
                                          owing and unpaid in respect of the
                                          Securities of all series and to file
                                          such other papers or documents as may
                                          be necessary or advisable in order to
                                          have the claims of the Trustee
                                          (including any claim for the
                                          reasonable compensation, expenses,
                                          disbursements and advances of the
                                          Trustee, its agents and counsel) and
                                          of the Holders allowed in such
                                          judicial proceeding, and

                                      ii. to collect and receive any moneys or
                                          other property payable or deliverable
                                          on any such claims and to distribute
                                          the same;

          and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator or other similar official in any such judicial proceeding
          is hereby authorized by each Holder 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 Holders, to pay to the Trustee any
          amount due it for the reasonable compensation, expenses, disbursements
          and advances of the Trustee, its agents and counsel, and any other
          amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
          authorize or consent to or accept or adopt on behalf of any Holder any
          plan of reorganization, arrangement, adjustment or compensation
          affecting the Securities or the rights of any Holder thereof or to
          authorize the Trustee to vote in respect of the claim of any Holder in
          any such proceeding.

      3.  Trustee May Enforce Claims Without Possession of Securities.

<PAGE>

          All rights of action and claims under this Indenture or the Securities
          may be prosecuted and enforced by the Trustee without the possession
          of any of the Securities or the production thereof in any proceeding
          relating thereto, and any such proceeding instituted by the Trustee
          shall be brought in its own name and as trustee of an express trust,
          and any recovery of judgment shall, after provision for the payment of
          the reasonable compensation, expenses, disbursements and advances of
          the Trustee, its agents and counsel, be for the ratable benefit of the
          Holders of the Securities in respect of which such judgment has been
          recovered.

      4.  Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
          applied in the following order, at the date or dates fixed by the
          Trustee and, in case of the distribution of such money on account of
          principal (or premium, if any) or interest, if any, upon presentation
          of the Securities and the notation thereon of the payment if only
          partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee under Section
          607; and

          Second: To the payment of the amounts then due and unpaid for
          principal of (and premium, if any) and interest, if any, on the
          Securities in respect of which or for the benefit of which such money
          has been collected, ratably, without preference or priority of any
          kind, according to the amounts due and payable on such Securities for
          principal (and premium, if any) and interest, if any, respectively.

      5.  Limitation on Suits.

          No Holder of any Security of any series shall have any right to
          institute any proceeding, judicial or otherwise, with respect to this
          Indenture, or for the appointment of a receiver or trustee, or for any
          other remedy hereunder, unless

                  1.  such Holder has previously given written notice to the
                      Trustee of a continuing 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 that series;

                  2.  the Holders of not less than 25% in principal amount of
                      the Outstanding Securities of that series shall have made
                      written request to the Trustee to institute proceedings in
                      respect of such Event of Default in its own name as
                      Trustee hereunder;

<PAGE>

                  3.  such Holder or Holders have offered to the Trustee
                      reasonable indemnity against the costs, expenses and
                      liabilities to be incurred in compliance with such
                      request;

                  4.  the Trustee for 60 days after its receipt of such notice,
                      request and offer of indemnity has failed to institute any
                      such proceeding; and

                  5.  no direction inconsistent with 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
                      Outstanding Securities of that series;

          it being understood and intended that no one or more of such Holders
          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 of such Holders, or to obtain or to
          seek to obtain priority or preference over any other of such Holders
          or to enforce any right under this Indenture, except in the manner
          herein provided and for the equal and ratable benefit of all of such
          Holders.

      6.  Unconditional Right of Holders to Receive Principal, Premium and
          Interest.

          Notwithstanding any other provision in this Indenture, the Holder of
          any Security shall have the right, which is absolute and
          unconditional, to receive payment of the principal of (and premium, if
          any) and (subject to Section 307) interest, if any, on such Security
          on the Stated Maturity or Maturities expressed in such Security (or,
          in the case of redemption, on the Redemption Date) and to institute
          suit for the enforcement of any such payment, and such rights shall
          not be impaired without the consent of such Holder.

      7.  Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce
          any right or remedy under this Indenture and such proceeding has been
          discontinued or abandoned for any reason, or has been determined
          adversely to the Trustee or to such Holder, then and in every such
          case, subject to any determination in such proceeding, the Company,
          the Trustee and the Holders shall be restored severally and
          respectively to their former positions hereunder and thereafter all
          rights and remedies of the Trustee and the Holders shall continue as
          though no such proceeding had been instituted.

      8.  Rights and Remedies Cumulative.

<PAGE>

          Except as otherwise provided with respect to the replacement or
          payment of mutilated, destroyed, lost or stolen Securities in the last
          paragraph of Section 306, no right or remedy herein conferred upon or
          reserved to the Trustee or to the Holders is intended to be exclusive
          of any other right or remedy, and every right and remedy shall, to the
          extent permitted by law, be cumulative and in addition to every other
          right and remedy given hereunder or now or hereafter existing at law
          or in equity or otherwise. The assertion or employment of any right or
          remedy hereunder, or otherwise, shall not prevent the concurrent
          assertion or employment of any other appropriate right or remedy.

      9.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Securities
          to exercise any right or remedy accruing upon any Event of Default
          shall impair any such right or remedy or constitute a waiver of any
          such Event of Default or an acquiescence therein. Every right and
          remedy given by this Article or by law to the Trustee or to the
          Holders may be exercised from time to time, and as often as may be
          deemed expedient, by the Trustee or by the Holders, as the case may
          be.

      10. Control by Holders.

          The Holders of a majority in principal amount of the Outstanding
          Securities of any series shall have the right to direct the time,
          method and place of conducting any proceeding for any remedy available
          to the Trustee, or exercising any trust or power conferred on the
          Trustee, with respect to the Securities of such series, provided that

                  1.  such direction shall not be in conflict with any rule of
                      law or with this Indenture, and

                  2.  the Trustee may take any other action deemed proper by the
                      Trustee which is not inconsistent with such direction.

          Upon receipt by the Trustee of any written notice directing the time,
          method or place of conducting any such proceeding or exercising any
          such trust or power with respect to Securities of a series all or part
          of which is represented by a Global Security, a record date shall be
          established for determining Holders of Outstanding Securities of such
          series entitled to join in such notice, which record date shall be at
          the close of business on the day the Trustee receives such notice. The
          Holders on such record date, or their duly designated proxies, and
          only such Persons, shall be entitled to join in such notice, whether
          or not such Holders remain Holders after such record date; provided,
          that unless Holders of a majority in principal amount of the
          Outstanding Securities of such series shall have joined in such notice
          prior to the day which is 90 days after such record date, such

<PAGE>

          notice shall automatically and without further action by any Holder be
          canceled and of no further effect. Nothing in this paragraph shall
          prevent a Holder, or a proxy of a Holder, from giving, after
          expiration of such 90-day period, a new notice identical to a notice
          which has been canceled pursuant to the proviso to the preceding
          sentence, in which event a new record date shall be established
          pursuant to the provisions of this Section 512.

      11. Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
          Outstanding Securities of any series may on behalf of the Holders of
          all the Securities of such series waive any past default hereunder
          with respect to such series and its consequences, except a default

                  1.  in the payment of the principal of (or premium, if any) or
                      interest, if any, on any Security of such series, or

                  2.  in respect of a covenant or provision hereof which under
                      Article Nine cannot be modified or amended without the
                      consent of the Holder of each Outstanding Security of such
                      series affected.

          The Company may, but shall not be obligated to, fix a record date for
          the purpose of determining the Persons entitled to waive any past
          default hereunder. If a record date is fixed, the Holders on such
          record date, or their duly designated proxies, and only such Person,
          shall be entitled to waive any default hereunder, whether or not such
          Holders remain Holders after such record date; provided, that unless
          such majority in principal amount shall have waived such default prior
          to the date which is 90 days after such record date, any such waiver
          of such default previously given shall automatically and without
          further action by any Holder be canceled and of no further effect.

          Upon any such waiver, such default shall cease to exist, and any Event
          of Default arising therefrom shall be deemed to have been cured, for
          every purpose of this Indenture; but no such waiver shall extend to
          any subsequent or other default or impair any right consequent
          thereon.

      12. Undertaking for 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'

<PAGE>

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 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest, if any, on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case or redemption, on or
after the Redemption Date).

                                       1.

                                   The Trustee

      1.  Certain Duties and Responsibilities.

              a.  Except during the continuance of an Event of Default,

                      1.  the Trustee undertakes to perform such duties and only
                          such duties 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 its part, the Trustee
                          may conclusively rely, as to the truth of the
                          statements and the correctness of the opinions
                          expressed therein, upon 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.  In case an Event of Default has occurred and is continuing,
                  the Trustee shall 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.

              c.  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 wilful misconduct,
                  except that

                      1.  this Subsection shall not be construed to limit the
                          effect of Subsection (a) of this Section;

                      2.  the Trustee shall not be liable for any error of
                          judgment made in good faith by a Responsible Officer,
                          unless it shall be proved that the Trustee was
                          negligent in ascertaining the pertinent facts;

                      3.  the Trustee shall not be liable with respect to any
                          action taken or omitted to be taken by it in good
                          faith in accordance with the direction of the Holders
                          of a majority

<PAGE>

                          in principal amount of the Outstanding Securities of
                          any series, determined as provided in Section 512,
                          relating to the time, method and place of conducting
                          any proceeding for any remedy available to the
                          Trustee, or exercising any trust or power conferred
                          upon the Trustee, under this Indenture with respect to
                          the Securities of such series; and

                      4.  no provision of this Indenture shall require the
                          Trustee to expend or risk its own funds or otherwise
                          incur any financial liability in the performance of
                          any of its duties hereunder, or in the exercise of any
                          of its rights or powers, if it shall have reasonable
                          grounds for believing that repayment of such funds or
                          adequate indemnity against such risk or liability is
                          not reasonably assured to it.

              d.  Whether or not therein expressly so provided, every provision
                  of this Indenture relating to the conduct or affecting the
                  liability of or affording protection to the Trustee shall be
                  subject to the provisions of this Section.

      2.  Notice of Defaults.

          Within 90 days after the occurrence of any default hereunder known to
          the Trustee with respect to the Securities of any series, the Trustee
          shall transmit by mail to all Holders of Securities of such series, as
          their names and addresses appear in the Security Register, notice of
          such default hereunder, unless such default shall have been cured or
          waived; provided, however, that, except in the case of a default in
          the payment of the principal of (or premium, if any) or interest on
          any Security of such series or in the payment of any sinking fund
          instalment with respect to Securities of such series, the Trustee
          shall be protected in the withholding such notice if and so long as
          the board of directors, the executive committee or a trust committee
          of directors or Responsible Officers of the Trustee in good faith
          determine that withholding of such notice is in the interest of the
          Holders of Securities of such series; and provided, further, that in
          the case of any default of the character specified in Section 501(4)
          with respect to Securities of such series, no such notice to Holders
          shall be given until at least 60 days after the occurrence thereof.
          For the purpose of this Section, the term "default" means any event
          which is, or after notice or lapse of time or both would become, an
          Event of Default with respect to Securities of such series.

      3.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

              a.  the Trustee may rely and shall be protected in acting or
                  refraining from acting upon any resolution, certificate,
                  statement, instrument, opinion, report, notice, request,
                  direction, consent, order, bond,

<PAGE>

                  debenture, note, other evidence of indebtedness 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 or direction of the Company mentioned herein shall
                  be sufficiently evidenced by a Company Request or Company
                  Order and any resolution of the Board of Directors may be
                  sufficiently evidenced by a Board Resolution;

              c.  whenever in the administration of this Indenture the Trustee
                  shall deem it desirable that a matter be proved or established
                  prior to taking, suffering or omitting any action hereunder,
                  the Trustee (unless other evidence be herein specifically
                  prescribed) may, in the absence of bad faith on its part, rely
                  upon an Officers' Certificate;

              d.  the Trustee may consult with counsel and the written advice of
                  such counsel or any 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 reliance thereon;

              e.  the Trustee shall be under no obligation to exercise any of
                  the rights or powers vested in it by this Indenture at the
                  request or direction of any of the Holders pursuant to this
                  Indenture, unless such Holders shall have offered to the
                  Trustee reasonable security or indemnity against the costs,
                  expenses and liabilities which might be incurred by it in
                  compliance with such request or direction;

              f.  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,
                  direction, consent, order, bond, debenture, note, other
                  evidence of indebtedness or other paper or document, but the
                  Trustee, in its discretion, may make such further inquiry or
                  investigation into such facts or matters as it may see fit,
                  and, if the Trustee shall determine to make such further
                  inquiry or investigation, it shall be entitled to examine the
                  books, records and premises of the Company, personally or by
                  agent or attorney; 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
                  responsible for any misconduct or negligence on the part of
                  any agent or attorney appointed with due care by it hereunder.

      4.  Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
          Trustee's certificates of authentication, shall be taken as the
          statements of the Company, and the Trustee or any Authenticating Agent
          assumes no responsibility for their correctness. The Trustee makes no
          representations as to the validity or sufficiency of this Indenture or
          of the Securities. The

<PAGE>

          Trustee or any Authenticating Agent shall not be accountable for the
          use or application by the Company of Securities or the proceeds
          thereof.

      5.  May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
          Registrar or any other agent of the Company, in its individual or any
          other capacity, may become the owner or pledgee of Securities and,
          subject to Sections 608 and 613, may otherwise deal with the Company
          with the same rights it would have if it were not Trustee,
          Authenticating Agent, Paying Agent, Security Registrar or such other
          agent.

      6.  Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated
          from other funds except to the extent required by law. The Trustee
          shall be under no liability for interest on any money received by it
          hereunder except as otherwise agreed with the Company.

      7.  Compensation and Reimbursement.

          The Company agrees

                  1.  to pay to the Trustee from time to time reasonable
                      compensation for all services rendered by it hereunder
                      (which compensation shall not be limited by any provision
                      of law in regard to the compensation of a trustee of an
                      express trust);

                  2.  except as otherwise expressly provided herein, to
                      reimburse the Trustee upon its request for all reasonable
                      expenses, disbursements and advances incurred or made by
                      the Trustee in accordance with any provision of this
                      Indenture (including the reasonable compensation and the
                      expenses and disbursements of its agents and counsel),
                      except any such expense, disbursement or advance as may be
                      attributable to its negligence or bad faith; and

                  3.  to indemnify the Trustee for, and to hold it harmless
                      against, any loss, liability or expense incurred without
                      negligence or bad faith on its part, arising out of or in
                      connection with the acceptance or administration of the
                      trust or trusts hereunder, including the costs and
                      expenses of defending itself against any claim or
                      liability in connection with the exercise or performance
                      of any of its powers or duties hereunder.

      8.  Disqualifications; Conflicting Interests.

<PAGE>

              a.  If the Trustee has or shall acquire any conflicting interest,
                  as defined in this Section, with respect to the Securities of
                  any series, it shall, within 90 days after ascertaining that
                  it has such conflicting interest, either eliminate such
                  conflicting interest or resign with respect to the Securities
                  of that series in the manner and with the effect hereinafter
                  specified in this Article.

              b.  In the event that the Trustee shall fail to comply with the
                  provisions of Subsection (a) of this Section with respect to
                  the Securities of any series, the Trustee shall, within 10
                  days after the expiration of such 90-day period, transmit by
                  mail to all Holders of Securities of that series, as their
                  names and addresses appear in the Security Register, notice of
                  such failure.

              c.  For the purposes of this Section, the Trustee shall be deemed
                  to have a conflicting interest with respect to the Securities
                  of any series if

                      1.  the Trustee is trustee under this Indenture with
                          respect to the Outstanding Securities of any series
                          other than that series or is trustee under another
                          indenture under which any other securities, or
                          certificates of interest or participation in any other
                          securities, of the Company are outstanding, unless
                          such other indenture is a collateral trust indenture
                          under which the only collateral consists of Securities
                          issued under this Indenture, provided that there shall
                          be excluded from the operation of this paragraph this
                          Indenture with respect to the Securities of any series
                          other than that series, the Indenture dated as of
                          November 1, 1982, as supplemented, between the Company
                          and the Trustee, under which the Company's Medium Term
                          Notes at various rates and with various maturity
                          dates, Step-Down Floating Rate Notes due 1990, 9-1/2%
                          Notes due 1991, and 9.55% Senior Notes due 1993 are
                          outstanding as of the date hereof or any other
                          indenture or indentures under which other securities,
                          or certificates of interest or participation in other
                          securities, of the Company are outstanding, if

                                  i.  this Indenture and such other indenture or
                                      indentures are wholly unsecured and such
                                      other indenture or indentures are
                                      hereafter qualified under the Trust
                                      Indenture Act, unless the Commission shall
                                      have found and declared by order pursuant
                                      to Section 305(b) or Section 307(c) of the
                                      Trust Indenture Act that differences exist
                                      between the provisions of this Indenture
                                      with respect to Securities of that series
                                      and one or more other series or the
                                      provisions of such other indenture or
                                      indentures which are so likely to involve
                                      a

<PAGE>

                                      material conflict of interest as to make
                                      it necessary in the public interest or for
                                      the protection of investors to disqualify
                                      the Trustee from acting as such under this
                                      Indenture with respect to the Securities
                                      of that series and such other series or
                                      under such other indenture or indentures,
                                      or

                                  ii. the Company shall have sustained the
                                      burden of proving, on application to the
                                      Commission and after opportunity for
                                      hearing thereon, that trusteeship under
                                      this Indenture with respect to the
                                      Securities of that series and such other
                                      series or such other indenture or
                                      indentures is not so likely to involve a
                                      material conflict of interest as to make
                                      it necessary in the public interest or for
                                      the protection of investors to disqualify
                                      the Trustee from acting as such under this
                                      Indenture with respect to the Securities
                                      of that series and such other series or
                                      under such other indenture or indentures;

                  2.  the Trustee or any of its directors or executive officers
                      is an obligor upon the Securities or an underwriter for
                      the Company;

                  3.  the Trustee directly or indirectly controls or is directly
                      or indirectly controlled by or is under direct or indirect
                      common control with the Company or an underwriter for the
                      Company;

                  4.  the Trustee or any of its directors or executive officers
                      is a director, officer, partner, employee, appointee or
                      representative of the Company, or of an underwriter (other
                      than the Trustee itself) for the Company who is currently
                      engaged in the business of underwriting, except that (i)
                      one individual may be a director or an executive officer,
                      or both, of the Trustee and a director or an executive
                      officer, or both, of the Company but may not be at the
                      same time an executive officer of both the Trustee and the
                      Company; (ii) if and so long as the number of directors of
                      the Trustee in office is more than nine, one additional
                      individual may be a director or an executive officer, or
                      both, of the Trustee and a director of the Company; and
                      (iii) the Trustee may be designated by the Company or by
                      any underwriter for the Company to act in the capacity of
                      transfer agent, registrar, custodian, paying agent, fiscal
                      agent, escrow agent or depositary, or in any other similar
                      capacity, or, subject to

<PAGE>

                      the provisions of paragraph (1) of this Subsection, to act
                      as trustee, whether under an indenture or otherwise;

                  5.  10% or more of the voting securities of the Trustee is
                      beneficially owned either by the Company or by any
                      director, partner or executive officer thereof, or 20% or
                      more of such voting securities is beneficially owned,
                      collectively, by any two or more of such persons; or 10%
                      or more of the voting securities of the Trustee is
                      beneficially owned either by an underwriter for the
                      Company or by any director, partner or executive officer
                      thereof, or is beneficially owned, collectively, by any
                      two or more such persons;

                  6.  the Trustee is the beneficial owner of, or holds as
                      collateral security for an obligation which is in default
                      (as hereinafter in this Subsection defined), (i) 5% or
                      more of the voting securities, or 10% or more of any other
                      class of security, of the Company not including the
                      Securities issued under this Indenture and securities
                      issued under any other indenture under which the Trustee
                      is also trustee, or (ii) 10% or more of any class of
                      security of an underwriter for the Company;

                  7.  the Trustee is the beneficial owner of, or holds as
                      collateral security for an obligation which is in default
                      (as hereinafter in this Subsection defined), 5% or more of
                      the voting securities of any person who, to the knowledge
                      of the Trustee, owns 10% or more of the voting securities
                      of, or controls directly or indirectly or is under direct
                      or indirect common control with, the Company;

                  8.  the Trustee is the beneficial owner of, or holds as
                      collateral security for an obligation which is in default
                      (as hereinafter in this Subsection defined), 10% or more
                      of any class of security of any person who, to the
                      knowledge of the Trustee, owns 50% or more of the voting
                      securities of the Company; or

                  9.  the Trustee owns, on May 15 in any calendar year, in the
                      capacity of executor, administrator, testamentary or inter
                      vivos trustee, guardian, committee or conservator, or in
                      any other similar capacity, an aggregate of 25% or more of
                      the voting securities, or of any class of security, of any
                      person, the beneficial ownership of a specified percentage
                      of which would have constituted a conflicting interest
                      under paragraph (6), (7) or (8) of this Subsection. As to
                      any such securities of which the Trustee acquired
                      ownership through becoming executor, administrator or
                      testamentary trustee of an estate which included them, the
                      provisions of the preceding sentence shall not apply, for
                      a period of two years from the date of such acquisition,
                      to the extent that

<PAGE>

                      such securities included in such estate do not exceed 25%
                      of such voting securities or 25% of any such class of
                      security. Promptly after May 15 in each calendar year, the
                      Trustee shall make a check of its holdings of such
                      securities in any of the above-mentioned capacities as of
                      such May 15. If the Company fails to make payment in full
                      of the principal of (or premium, if any) or interest on
                      any of the Securities when and as the same becomes due and
                      payable, and such failure continues for 30 days
                      thereafter, the Trustee shall make a prompt check of its
                      holdings of such securities in any of the above-mentioned
                      capacities as of the date of the expiration of such 30-day
                      period, and after such date, notwithstanding the foregoing
                      provisions of this paragraph, all such securities so held
                      by the Trustee, with sole or joint control over such
                      securities vested in it, shall, but only so long as such
                      failure shall continue, be considered as though
                      beneficially owned by the Trustee for the purposes of
                      paragraphs (6), (7) and (8) of this Subsection.

              The specification of percentages in paragraphs (5) to (9),
              inclusive, of this Subsection shall not be construed as indicating
              that the ownership of such percentages of the securities of a
              person is or is not necessary or sufficient to constitute direct
              or indirect control for the purposes of paragraph (3) or (7) of
              this Subsection.

              For the purposes of paragraphs (6), (7), (8) and (9) of this
              Subsection only, (i) the terms "security" and "securities" shall
              include only such securities as are generally known as corporate
              securities, but shall not include any note or other evidence of
              indebtedness issued to evidence an obligation to repay moneys lent
              to a person by one or more banks, trust companies or banking
              firms, or any certificate of interest or participation in any such
              note or evidence of indebtedness; (ii) an obligation shall be
              deemed to be "in default" when a default in payment of principal
              shall have continued for 30 days or more and shall not have been
              cured; and (iii) the Trustee shall not be deemed to be the owner
              or holder of (A) any security which it holds as collateral
              security, as trustee or otherwise, for an obligation which is not
              in default as defined in clause (ii) above, or (B) any security
              which it holds as collateral security under this Indenture,
              irrespective of any default hereunder, or (C) any security which
              it holds as agent for collection, or as custodian, escrow agent or
              depositary, or in any similar representative capacity.

          d.  For the purposes of this Section:

<PAGE>

                  1.  The term "underwriter", when used with reference to the
                      Company, means every person who, within three years prior
                      to the time as of which the determination is made, has
                      purchased from the Company with a view to, or has offered
                      or sold for the Company in connection with, the
                      distribution of any security of the Company outstanding at
                      such time, or has participated or has had a direct or
                      indirect participation in any such undertaking, or has
                      participated or has had a participation in the direct or
                      indirect underwriting of any such undertaking, but such
                      term shall not include a person whose interest was limited
                      to a commission from an underwriter or dealer not in
                      excess of the usual and customary distributors' or
                      sellers' commission.

                  2.  The term "director" means any director of a corporation or
                      any individual performing similar functions with respect
                      to any organization, whether incorporated or
                      unincorporated.

                  3.  The term "person" means an individual, a corporation, a
                      partnership, an association, a joint-stock company, a
                      trust, an unincorporated organization or a government or
                      political subdivision thereof. As used in this paragraph,
                      the term "trust" shall include only a trust where the
                      interest or interests of the beneficiary or beneficiaries
                      are evidenced by a security.

                  4.  The term "voting security" means any security presently
                      entitling the owner or holder thereof to vote in the
                      direction or management of the affairs of a person, or any
                      security issued under or pursuant to any trust, agreement
                      or arrangement whereby a trustee or trustees or agent or
                      agents for the owner or holder of such security are
                      presently entitled to vote in the direction or management
                      of the affairs of a person.

                  5.  The term "Company" means any obligor upon the Securities.

                  6.  The term "executive officer" means the president, every
                      vice president, every trust officer, the cashier, the
                      secretary and the treasurer of a corporation, and any
                      individual customarily performing similar functions with
                      respect to any organization whether incorporated or
                      unincorporated, but shall not include the chairman of the
                      board of directors.

          e.  The percentages of voting securities and other securities
              specified in this Section shall be calculated in accordance with
              the following provisions:

                  1.  A specified percentage of the voting securities of the
                      Trustee, the Company or any other person referred to in
                      this Section (each of whom is referred to as a "person" in
                      this paragraph) means such amount of the outstanding

<PAGE>

                      voting securities of such person as entitles the holder or
                      holders thereof to cast such specified percentage of the
                      aggregate votes which the holders of all the outstanding
                      voting securities of such person are entitled to cast in
                      the direction or management of the affairs of such person.

                  2.  A specified percentage of a class of securities of a
                      person means such percentage of the aggregate amount of
                      securities of the class outstanding.

                  3.  The term "amount," when used in regard to securities,
                      means the principal amount if relating to evidences of
                      indebtedness, the number of shares if relating to capital
                      shares and the number of units if relating to any other
                      kind of security.

                  4.  The term "outstanding" means issued and not held by or for
                      the account of the issuer. The following securities shall
                      not be deemed outstanding within the meaning of this
                      definition:

                                  i.  securities of an issuer held in a sinking
                                      fund relating to securities of the issuer
                                      of the same class;

                                  ii. securities of an issuer held in a sinking
                                      fund relating to another class of
                                      securities of the issuer, if the
                                      obligation evidenced by such other class
                                      of securities is not in default as to
                                      principal or interest or otherwise;

                                  iii. securities pledged by the issuer thereof
                                      as security for an obligation of the
                                      issuer not in default as to principal or
                                      interest or otherwise; and

                                  iv. securities held in escrow if placed in
                                      escrow by the issuer thereof;

                      provided, however, that any voting securities of an issuer
                      shall be deemed outstanding if any person other than the
                      issuer is entitled to exercise the voting rights thereof.

                  5.  A security shall be deemed to be of the same class as
                      another security if both securities confer upon the holder
                      or holders thereof substantially the same rights and
                      privileges; provided, however, that, in the case of
                      secured evidences of indebtedness, all of which are issued
                      under a single indenture, differences in the interest
                      rates or maturity dates of various series thereof shall
                      not be deemed sufficient to constitute such series
                      different classes and provided, further, that, in the case
                      of unsecured evidences of indebtedness, differences in the
                      interest rates or maturity

<PAGE>

                      dates thereof shall not be deemed sufficient to constitute
                      them securities of different classes, whether or not they
                      are issued under a single indenture.

      9.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having
          a combined capital and surplus of a least $50,000,000 subject to
          supervision or examination by Federal or State authority and having
          its Corporate Trust Office in the Borough of Manhattan, The City of
          New York. If such corporation 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 such corporation 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 the Trustee shall
          cease to be eligible in accordance with the provisions of this
          Section, it shall resign immediately in the manner and with the effect
          hereinafter specified in this Article.

      10. Resignation and Removal; Appointment of Successor.

              a.  No resignation or removal of the Trustee and no appointment of
                  a successor Trustee pursuant to this Article shall become
                  effective until the acceptance of appointment by the successor
                  Trustee in accordance with the applicable requirements of
                  Section 611.

              b.  The Trustee may resign at any time with respect to the
                  Securities of one or more series by giving written notice
                  thereof to the Company. If the instrument of acceptance by a
                  successor Trustee required by Section 611 shall not have been
                  delivered to the Trustee within 30 days after the giving of
                  such notice of resignation, the resigning Trustee may petition
                  any court of competent jurisdiction for the appointment of a
                  successor Trustee with respect to the Securities of such
                  series.

              c.  The Trustee may be removed at any time with respect to the
                  Securities of any series by Act of the Holders of a majority
                  in principal amount of the Outstanding Securities of such
                  series, delivered to the Trustee and to the Company.

              d.  If at any time:

                      1.  the Trustee shall fail to comply with Section 608(a)
                          after written request therefor by the Company or by
                          any Holder who has been a bona fide Holder of a
                          Security for at least six months, or

                      2.  the Trustee shall cease to be eligible under Section
                          609 and shall fail to resign after written request
                          therefor by the Company or by any such Holder, or

<PAGE>

                      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, (i) the Company by a Board Resolution
                  may remove the Trustee with respect to all securities, or (ii)
                  subject to Section 514, any Holder who has been a bona fide
                  Holder of a Security for at least six months may, on behalf of
                  himself and all others similarly situated, petition any court
                  of competent jurisdiction for the removal of the Trustee with
                  respect to all Securities and the appointment of a successor
                  Trustee or Trustees.

              e.  If the Trustee shall resign, be removed or become incapable of
                  acting, or if a vacancy shall occur in the office of Trustee
                  for any cause, with respect to the Securities of one or more
                  series, the Company, by a Board Resolution, shall promptly
                  appoint a successor Trustee or Trustees with respect to the
                  Securities of that or those series (it being understood that
                  any such successor Trustee may be appointed with respect to
                  the Securities of one or more or all of such series and that
                  at any time there shall be only one Trustee with respect to
                  the Securities of any particular series) and shall comply with
                  the applicable requirements of Section 611. If, within one
                  year after such resignation, removal or incapability, or the
                  occurrence of such vacancy, a successor Trustee with respect
                  to the Securities of any series shall be appointed by Act of
                  the Holders of a majority in principal amount of the
                  Outstanding Securities of such series delivered to the Company
                  and the retiring Trustee, the successor Trustee so appointed
                  shall, forthwith upon its acceptance of such appointment in
                  accordance with the applicable requirements of Section 611,
                  become the successor Trustee with respect to the Securities of
                  such series and to that extent supersede the successor Trustee
                  appointed by the Company. If no successor Trustee with respect
                  to the Securities of any Series shall have been so appointed
                  by the Company or the Holders and accepted appointment in the
                  manner required by Section 611, any Holder who has been a bona
                  fide Holder of a Security of such series for at least six
                  months may, on behalf of himself and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  appointment of a successor Trustee with respect to the
                  Securities of such series.

              f.  The Company shall give notice of each resignation and each
                  removal of the Trustee with respect to the Securities of any
                  series and each appointment of a successor Trustee with
                  respect to the

<PAGE>

                  Securities of any series by mailing written notice of such
                  event by first-class mail, postage prepaid, to all Holders of
                  Securities of such series as their names and addresses appear
                  in the Security Register. Each notice shall include the name
                  of the successor Trustee with respect to the Securities of
                  such series and the address of its Corporate Trust Office.

      11. Acceptance of Appointment by Successor.

              a.  In case of the appointment hereunder of a successor Trustee
                  with respect to all Securities, every such successor Trustee
                  so appointed shall execute, acknowledge and deliver to the
                  Company and to the retiring Trustee an instrument accepting
                  such appointment, and thereupon the resignation or removal of
                  the retiring Trustee shall become effective and such successor
                  Trustee, without any further act, deed or conveyance, shall
                  become vested with all the rights, powers, trusts and duties
                  of the retiring Trustee; but, on the request of the Company or
                  the successor Trustee, such retiring Trustee shall, upon
                  payment of its charges, execute and deliver an instrument
                  transferring to such successor Trustee all the rights, powers
                  and trusts of the retiring Trustee and shall duly assign,
                  transfer and deliver to such successor Trustee all property
                  and money held by such retiring Trustee hereunder.

              b.  In case of the appointment hereunder of a successor Trustee
                  with respect to the Securities of one or more (but not all)
                  series, the Company, the retiring 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 transfer and confirm to, and to vest
                  in, each successor Trustee all the rights, powers, trusts and
                  duties of the retiring Trustee with respect to the Securities
                  of that or those series to which the appointment of such
                  successor Trustee relates, (2) if the retiring 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, trusts and duties of the
                  retiring Trustee with respect to the Securities of that or
                  those series as to which the retiring Trustee is not retiring
                  shall continue to be vested in the retiring Trustee, and (3)
                  shall 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, it being understood that nothing herein or in such
                  supplemental indenture shall constitute such Trustees
                  cotrustees 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
                  retiring

<PAGE>

                  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, trusts and duties of the retiring Trustee with respect
                  to the Securities of that or those series to which the
                  appointment of such successor Trustee relates; but, on request
                  of the Company or any successor Trustee, such retiring Trustee
                  shall duly assign, transfer and deliver to such successor
                  Trustee all property and money held by such retiring Trustee
                  hereunder with respect to the Securities of that or those
                  series to which the appointment of such successor Trustee
                  relates.

              c.  Upon request of any such successor Trustee, the Company shall
                  execute any and all instruments for more fully and certainly
                  vesting in and confirming to such successor Trustee all such
                  rights, powers and trusts referred to in paragraphs (a) and
                  (b) of this Section, as the case may be.

              d.  No successor Trustee shall accept its appointment unless at
                  the time of such acceptance such successor Trustee shall be
                  qualified and eligible under this Article.

      12. Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or
          with which it may be consolidated, or any corporation resulting from
          any merger, conversion or consolidation to which the Trustee shall be
          a party, or any corporation succeeding to all or substantially all the
          corporate trust business of the Trustee, shall be the successor of the
          Trustee hereunder, provided such corporation shall be otherwise
          qualified and eligible under this Article, without the execution or
          filing of any paper or any further act on the part of any of the
          parties hereto. In case any Securities shall have been authenticated,
          but not delivered, by the Trustee then in office, any successor by
          merger, conversion or consolidation to such authenticating Trustee may
          adopt such authentication and deliver the Securities so authenticated
          with the same effect as if such successor Trustee had itself
          authenticated such Securities.

      13. Preferential Collection of Claims Against Company.

              a.  Subject to Subsection (b) of this Section, if the Trustee
                  shall be or shall become a creditor, directly or indirectly,
                  secured or unsecured, of the Company within four months prior
                  to a default, as defined in Subsection (c) of this Section, or
                  subsequent to such a default, then, unless and until such
                  default shall be cured, the Trustee shall set apart and hold
                  in a special account for the benefit of the Trustee
                  individually, the Holders of the Securities and the holders of
                  other indenture securities, as defined in Subsection (c) of
                  this Section:

<PAGE>

                      1.  an amount equal to any and all reductions in the
                          amount due and owing upon any claim as such creditor
                          in respect of principal or interest, effected after
                          the beginning of such four months' period and valid as
                          against the Company and its other creditors, except
                          any such reduction resulting from the receipt or
                          disposition of any property described in paragraph (2)
                          of this Subsection, or from the exercise of any right
                          of set-off which the Trustee could have exercised if a
                          petition in bankruptcy had been filed by or against
                          the Company upon the date of such default; and

                      2.  all property received by the Trustee in respect of any
                          claims as such creditor, either as security therefor,
                          or in satisfaction or composition thereof, or
                          otherwise, after the beginning of such four months'
                          period, or an amount equal to the proceeds of any such
                          property, if disposed of, subject, however, to the
                          rights, if any, of the Company and its other creditors
                          in such property or such proceeds.

                          Nothing herein contained, however, shall affect the
                          right of the Trustee:

                              A.  to retain for its own account (i) payments
                                  made on account of any such claim by any
                                  Person (other than the Company) who is liable
                                  thereon, and (ii) the proceeds of the bona
                                  fide sale of any such claim by the Trustee to
                                  a third Person, and (iii) distributions made
                                  in cash, securities or other property in
                                  respect of claims filed against the Company in
                                  bankruptcy or receivership or in proceedings
                                  for reorganization pursuant to the Federal
                                  Bankruptcy Act or applicable State law;

                              B.  to realize, for its own account, upon any
                                  property held by it as security for any such
                                  claim, if such property was so held prior to
                                  the beginning of such four months' period;

                              C.  to realize, for its own account, but only to
                                  the extent of the claim hereinafter mentioned,
                                  upon any property held by it as security for
                                  any such claim, if such claim was created
                                  after the beginning of such four months'
                                  period and such property was received as
                                  security therefor simultaneously with the
                                  creation thereof, and if the Trustee shall
                                  sustain the burden of proving that at the time
                                  such property was so received the Trustee had
                                  no reasonable cause to believe that a default,
                                  as defined in Subsection (c) of this Section,
                                  would occur within four months; or

<PAGE>

                              D.  to receive payment on any claim referred to in
                                  paragraph (B) or (C), against the release of
                                  any property held as security for such claim
                                  as provided in paragraph (B) or (C), as the
                                  case may be, to the extent of the fair value
                                  of such property.

                                  For the purposes of paragraphs (B), (C) and
                                  (D), property substituted after the beginning
                                  of such four months' period for property held
                                  as security at the time of such substitution
                                  shall, to the extent of the fair value of the
                                  property released, have the same status as the
                                  property released, and, to the extent that any
                                  claim referred to in any of such paragraphs is
                                  created in renewal of or in substitution for
                                  or for the purpose of repaying or refunding
                                  any pre-existing claim of the Trustee as such
                                  creditor, such claim shall have the same
                                  status as such pre-existing claim.

                                  If the Trustee shall be required to account,
                                  the funds and property held in such special
                                  account and the proceeds thereof shall be
                                  apportioned among the Trustee, the Holders and
                                  the holders of other indenture securities in
                                  such manner that the Trustee, the Holders and
                                  the holders of other indenture securities
                                  realize, as a result of payments from such
                                  special account and payments of dividends on
                                  claims filed against the Company in bankruptcy
                                  or receivership or in proceedings for
                                  reorganization pursuant to the Federal
                                  Bankruptcy Act or applicable State law, the
                                  same percentage of their respective claims,
                                  figured before crediting to the claim of the
                                  Trustee anything on account of the receipt by
                                  it from the Company of the funds and property
                                  in such special account and before crediting
                                  to the respective claims of the Trustee and
                                  the Holders and the holders of other indenture
                                  securities dividends on claims filed against
                                  the Company in bankruptcy or receivership or
                                  in proceedings for reorganization pursuant to
                                  the Federal Bankruptcy Act or applicable State
                                  law, but after crediting thereon receipts on
                                  account of the indebtedness represented by
                                  their respective claims from all sources other
                                  than from such dividends and from the funds
                                  and property so held in such special account.
                                  As used in this paragraph, with respect to

<PAGE>

                                  any claim, the term "dividends" shall include
                                  any distribution with respect to such claim,
                                  in bankruptcy or receivership or proceedings
                                  for reorganization pursuant to the Federal
                                  Bankruptcy Act or applicable State law,
                                  whether such distribution is made in cash,
                                  securities or other property, but shall not
                                  include any such distribution with respect to
                                  the secured portion, if any, of such claim.
                                  The court in which such bankruptcy,
                                  receivership or proceedings for reorganization
                                  is pending shall have jurisdiction (i) to
                                  apportion among the Trustee, the Holders and
                                  the holders of other indenture securities, in
                                  accordance with the provisions of this
                                  paragraph, the funds and property held in such
                                  special account and proceeds thereof, or (ii)
                                  in lieu of such apportionment, in whole or in
                                  part, to give to the provisions of this
                                  paragraph due consideration in determining the
                                  fairness of the distributions to be made to
                                  the Trustee and the Holders and the holders of
                                  other indenture securities with respect to
                                  their respective claims, in which event it
                                  shall not be necessary to liquidate or to
                                  appraise the value of any securities or other
                                  property held in such special account or as
                                  security for any such claim, or to make a
                                  specific allocation of such distributions as
                                  between the secured and unsecured portions of
                                  such claims, or otherwise to apply the
                                  provisions of this paragraph as a mathematical
                                  formula.

                                  Any Trustee which has resigned or been removed
                                  after the beginning of such four months'
                                  period shall be subject to the provisions of
                                  this Subsection as though such resignation or
                                  removal had not occurred. If any Trustee has
                                  resigned or been removed prior to the
                                  beginning of such four months' period, it
                                  shall be subject to the provisions of this
                                  Subsection if and only if the following
                                  conditions exist:

                                      i.  the receipt of property or reduction
                                          of claim, which would have given rise
                                          to the obligation to account, if such
                                          Trustee had continued as Trustee,
                                          occurred after the beginning of such
                                          four months' period; and

<PAGE>

                                      ii. such receipt of property or reduction
                                          of claim occurred within four months
                                          after such resignation or removal.

              b.  There shall be excluded from the operation of Subsection (a)
                  of this Section a creditor relationship arising from:

                      1.  the ownership or acquisition of securities issued
                          under any indenture, or any security or securities
                          having a maturity of one year or more at the time of
                          acquisition by the Trustee;

                      2.  advances authorized by a receivership or bankruptcy
                          court of competent jurisdiction or by this Indenture,
                          for the purpose of preserving any property which shall
                          at any time be subject to the lien of this Indenture
                          or of discharging tax liens or other prior liens or
                          encumbrances thereon, if notice of such advances and
                          of the circumstances surrounding the making thereof is
                          given to the Holders at the time and in the manner
                          provided in this Indenture;

                      3.  disbursements made in the ordinary course of business
                          in the capacity of trustee under the indenture,
                          transfer agent, registrar, custodian, paying agent,
                          fiscal agent or depositary, or other similar capacity;

                      4.  an indebtedness created as a result of services
                          rendered or premises rented; or an indebtedness
                          created as a result of goods or securities sold in a
                          cash transaction, as defined in Subsection (c) of this
                          Section;

                      5.  the ownership of stock or of other securities of a
                          corporation organized under the provisions of Section
                          25(a) of the Federal Reserve Act, as amended, which is
                          directly or indirectly a creditor of the Company; and

                      6.  the acquisition, ownership, acceptance or negotiation
                          of any drafts, bills of exchange, acceptances or
                          obligations which fall within the classification of
                          self-liquidating paper, as defined in Subsection (c)
                          of this Section.

              c.  For the purposes of this Section only:

                      1.  the term "default" means any failure to make payment
                          in full of the principal of or interest on any of the
                          Securities or upon the other indenture securities when
                          and as such principal or interest becomes due and
                          payable;

                      2.  the term "other indenture securities" means securities
                          upon which the Company is an obligor outstanding under
                          any other indenture (i) under which the Trustee is
                          also trustee, (ii) which contains provisions
                          substantially similar to the provisions of this
                          Section, and (iii) under which a default exists at the
                          time of the apportionment of the funds and property
                          held in such special account;

                      3.  the term "cash transaction" means any transaction in
                          which full payment for goods or securities sold is
                          made within

<PAGE>

                          seven days after delivery of the goods or securities
                          in currency or in checks or other orders drawn upon
                          banks or bankers and payable upon demand;

                      4.  the term "self-liquidating paper" means any draft,
                          bull of exchange, acceptance or obligations which is
                          made, drawn, negotiated or incurred by the Company for
                          the purpose of financing the purchase, processing,
                          manufacturing, shipment, storage or sale of goods,
                          wares or merchandise and which is secured by documents
                          evidencing title to, possession of, or lien upon, the
                          goods, wares or merchandise or the receivables or
                          proceeds arising from the sale of the goods, wares or
                          merchandise previously constituting the security,
                          provided the security is received by the Trustee
                          simultaneously with the creation of the creditor
                          relationship with the Company arising from the making,
                          drawing, negotiating or incurring of the draft, bill
                          of exchange, acceptance or obligation;

                      5.  the term "Company" means any obligor upon the
                          Securities; and

                      6.  the term "Federal Bankruptcy Act" means the Bankruptcy
                          Act or Title 11 of the United States Code.

      14. Appointment of Authenticating Agent.

As of the date of the Indenture and at any time when any of the Securities
remain Outstanding the Trustee may appoint an Authenticating Agent or Agents
(which may be an Affiliate or Affiliates of the Company) 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 issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, 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 Company 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 such
Authenticating Agent shall be deemed to be its combined capital surplus as set
forth in its most recent report of condition so published. If at

<PAGE>

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 Company. 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 Company. Upon receiving such a notice or
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 Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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 Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

The Bank is initially designated as the Authenticating Agent for the Securities.

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 addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

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

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
As Trustee

<PAGE>

   By___________________________________
   As Authenticating Agent

   By___________________________________
   Authorized Officer

2.

   Holders' Lists and Reports by Trustee and Company

      1.  Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee

                                      a.  semi-annually, not more than fifteen
                                          days after each Regular Record Date,
                                          or, in the case of any series of
                                          Securities on which no interest is
                                          payable, not more than fifteen days
                                          after each coupon date or other date
                                          specified by the Trustee, a list, in
                                          such form as the Trustee may
                                          reasonably require, of the names and
                                          addresses of the Holders as of such
                                          Record Date, and

                                      b.  at such other times as the Trustee may
                                          request in writing, within 30 days
                                          after the receipt by the Company of
                                          any such request, a list of similar
                                          form and content as of a date not more
                                          than 15 days prior to the time such
                                          list is furnished;

          excluding from any such list names and addresses received by the
          Trustee if and so long as it is acting as Security Registrar.

      2.  Preservation of Information; Communications to Holders.

              a.  The Trustee shall preserve, in as current a form as is
                  reasonably practicable, the names and addresses of Holders
                  contained in the most recent list furnished to the Trustee as
                  provided in Section 701 and the names and addressees of
                  Holders received by the Trustee if and so long as it is acting
                  as Security Registrar. The Trustee may

<PAGE>

                  destroy any list furnished to it as provided in Section 701
                  upon receipt of a new list so furnished.

              b.  If three or more Holders of the same series (herein 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 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 with respect to their rights under this
                  Indenture or under the Securities 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

                                      i.  afford such applicants access to the
                                          information preserved at the time by
                                          the Trustee in accordance with Section
                                          702(a), or

                                      ii. inform such applicants as to the
                                          approximate number of Holders whose
                                          names and addresses appear in the
                                          information preserved at the time by
                                          the Trustee in accordance with Section
                                          702(a), and as to the approximate cost
                                          of mailing to such Holders 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 whose
                  name and address appear in the information preserved at the
                  time by the Trustee in accordance with Section 702(a) a copy
                  of the form of proxy or other communication which is specified
                  in such request, with reasonable 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 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 interest of the
                  Holders or would be in violation of applicable law. Such
                  written statement

<PAGE>

                  shall specify the basis of such opinion. If the 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,
                  the 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 Holders 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.  Every Holder of Securities, by receiving and holding the same,
                  agrees with the Company and the Trustee that neither the
                  Company nor the Trustee nor any agent of either of them shall
                  be held accountable by reason of the disclosure of any such
                  information as to the names and addresses of the Holders in
                  accordance with Section 702(b), 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 Section 702(b).

      3.  Reports by Trustee.

              a.  On or before September 15 of each year commencing with the
                  year 1990, the Trustee shall transmit by mail to all Holders,
                  as their names and addresses appear in the Security Register,
                  a brief report dated as of the preceding July 15 with respect
                  to:

                      1.  its eligibility under Section 609 and its
                          qualifications under Section 608, or in lieu thereof,
                          if to the best of its knowledge it has continued to be
                          eligible and qualified under said Sections, a written
                          statement to such effect;

                      2.  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, on any property or funds held or collected
                          by it as Trustee, except that the Trustee shall not be
                          required (but may elect) to report such advances if
                          such advances so remain unpaid aggregate not more than
                          1/2 of 1% of the principal amount of the Securities
                          Outstanding on the date of such report;

                      3.  the amount, interest rate and maturity date of all
                          other indebtedness owing by the Company (or by any
                          other obligor on the Securities) to the Trustee in its
                          individual capacity, on the date of such report, with
                          a brief description

<PAGE>

                          of any property held as collateral security therefor,
                          except an indebtedness based upon a creditor
                          relationship arising in any manner described in
                          Section 613(b)(2), (3), (4) or (6);

                      4.  the property and funds, if any, physically in the
                          possession of the Trustee as such on the date of such
                          report;

                      5.  any additional issue of Securities which the Trustee
                          has not previously reported; and

                      6.  any action taken by the Trustee in the performance of
                          its duties hereunder which it has not previously
                          reported and which in its opinion materially affects
                          the Securities, except action in respect of a default,
                          notice of which has been or is to be withheld by the
                          Trustee in accordance with Section 602.

              b.  The Trustee shall transmit by mail to all Holders, as their
                  names and addresses appear in the Security Register, 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 Subsection (a) of this Section (or if
                  no such report has yet been so transmitted, since the date of
                  execution of this instrument) for the reimbursement of which
                  it claims or may claim a lien or charge, prior to that of the
                  Securities, 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 10% or less of the
                  principal amount of the Securities Outstanding at such time,
                  such report to be transmitted within 90 days after such time.

              c.  A copy of each such report shall, at the time of such
                  transmission to Holders, be filed by the Trustee with each
                  stock exchange upon which any Securities are listed, with the
                  Commission and with the Company. The Company will notify the
                  Trustee when any Securities are listed on any stock exchange.

      4.  Reports by Company.

          The Company shall:

                      1.  file with the Trustee, within 15 days after the
                          Company is required to file the same with the
                          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 the
                          Commission may from time to time by rules and
                          regulations prescribe) which the Company may be
                          required to file with the Commission pursuant to
                          Section

<PAGE>

                          13 or Section 15(d) of the Securities Exchange Act of
                          1934; or, if the Company is not required to file
                          information, documents or reports pursuant to either
                          of said Sections, then it shall file with the Trustee
                          and the Commission, in accordance with rules and
                          regulations prescribed from time to time by the
                          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 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;

                      2.  file with the Trustees and the Commission, in
                          accordance with rules and regulations prescribed from
                          time to time by the Commission, such additional
                          information, documents and reports with respect to
                          compliance by the Company with the conditions and
                          covenants of this Indenture as may be required from
                          time to time by such rules and regulations; and

                      3.  transmit by mail to all Holders, as their names and
                          addresses appear in the Security Register, within 30
                          days after the filing thereof with the Trustee, such
                          summaries of any information, documents and reports
                          required to be filed by the Company pursuant to
                          paragraphs (1) and (2) of this Section as may be
                          required by rules and regulations prescribed from time
                          to time by the Commission.

3.

      Consolidation, Merger, Conveyance, Transfer or Lease

          1.  Company May Consolidate, Etc., Only on Certain Terms.

              The Company shall not consolidate with or merge into any other
              Person or convey, transfer or lease its properties and assets
              substantially as an entirety to any Person, unless:

                      1.  the Person formed by such consolidation or into which
                          the Company is merged or the Person which acquires by
                          conveyance or transfer, of which leases, the
                          properties and assets of the Company substantially as
                          an entirety shall be a corporation organized and
                          existing under the laws of the United States of
                          America, any State thereof or the District of Columbia
                          and shall expressly assume, by an indenture
                          supplemental hereto, executed and delivered to the
                          Trustee, in form satisfactory to the Trustee, the due
                          and punctual payment of the principal of (and premium,
                          if any) and interest on all the Securities and the
                          performance of every

<PAGE>

                          covenant of this Indenture on the part of the Company
                          to be performed or observed;

                      2.  immediately after giving effect to such transaction,
                          no Event of Default and no event which, after notice
                          or lapse of time or both, would become an Event of
                          Default shall have happened and be continuing; and

                      3.  the Company shall have delivered to the Trustee an
                          Officers' Certificate and an Opinion of Counsel, each
                          stating that such consolidation, merger, conveyance,
                          transfer or lease and such supplemental indenture
                          comply with this Article and that all conditions
                          precedent herein provided for relating to such
                          transaction have been complied with.

          2.  Successor Corporation Substituted.

Upon any consolidation by the Company with or merger by the Company into any
other Person or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

4.

      Supplemental Indentures

          1.  Supplemental Indentures Without Consent of Holders.

              Without the consent of any Holders, the Company, when authorized
              by a Board Resolution, and the Trustee, at any time and from time
              to time, may enter into one or more indentures supplemental
              hereto, in form satisfactory to the Trustee, for any of the
              following purposes:

                      1.  to evidence the succession of another corporation to
                          the Company and the assumption by any such successor
                          of the covenants of the Company herein and in the
                          Securities; or

                      2.  to add to the covenants of the Company for the benefit
                          of the Holders of all or any series of Securities (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 such series) or to surrender any right or
                          power herein conferred upon the Company; or

<PAGE>

                      3.  to add any additional Events of Default; or

                      4.  to add to or change any of the provisions of this
                          Indenture to such extent as shall be necessary to
                          permit or facilitate the issuance of Securities in
                          bearer form, registrable or not registrable as to
                          principal, and with or without interest coupons, or to
                          permit or facilitate the issuance of Securities in
                          certificated form or global form; or

                      5.  to change or eliminate any of the provisions of this
                          Indenture, provided that any such change or
                          elimination shall become effective only when there is
                          no Security Outstanding of any series created prior to
                          the execution of such supplemental indenture which is
                          entitled to the benefit of such provision; or

                      6.  to secure the Securities; or

                      7.  to establish the form or terms of Securities of any
                          series as permitted by Sections 201 and 301; or

                      8.  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 611(b); or

                      9.  to cure any ambiguity, to correct or supplement any
                          provision herein which may be inconsistent with any
                          other provision herein, or to make any other
                          provisions with respect to matters or questions
                          arising under this Indenture, provided such action
                          shall not adversely affect the interests of the
                          Holders of Securities or any series in any material
                          respect.

      2.  Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of not less than a majority in
          principal amount of the Outstanding Securities of each series affected
          by such supplemental indenture, by Act of said Holders delivered to
          the Company and the Trustee, the Company, when authorized by a Board
          Resolution, and the Trustee may 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 modifying in any manner the rights of the Holders of
          Securities of such series under this Indenture; provided, however,
          that no such supplemental indenture shall, without the consent of the
          Holder of each Outstanding Security affected thereby,

                      1.  change the Stated Maturity of the principal of, or any
                          instalment of principal of or interest on, any
                          Security, or

<PAGE>

                          reduce the principal amount thereof or the rate of, or
                          method of computation of the rate of, interest thereon
                          or any premium payable upon the redemption thereof, or
                          reduce the amount of the principal of an Original
                          Issue Discount Security that would be due and payable
                          upon a declaration of acceleration of the Maturity
                          thereof pursuant to Section 502, or reduce the amount
                          of, or postpone the date fixed for, the payment of any
                          sinking fund or analogous obligation, or change any
                          Place of Payment where, or the coin or currency in
                          which, any Security or any premium of the interest
                          thereon is payable, or impair the right to institute
                          suit for the enforcement of any such payment on or
                          after the Stated Maturity thereof (or, in the case of
                          redemption, on or after the Redemption Date), or

                      2.  reduce the percentage in principal amount of the
                          Outstanding Securities of any series, the consent of
                          whose Holders is required for any such supplemental
                          indenture, of the consent of whose Holders is required
                          for any waiver (of compliance with certain provisions
                          of this Indenture or certain defaults hereunder and
                          their consequences) provided for in this Indenture, or

                      3.  modify any of the provisions of this Section, Section
                          513 or Section 1008, except to increase any such
                          percentage or to provide that certain other provisions
                          of this Indenture cannot be modified or waived without
                          the consent of the Holder of each Outstanding Security
                          affected thereby, provided, however, that this clause
                          shall not be deemed to require the consent of any
                          Holder with respect to changes in the references to
                          the "Trustee", and concomitant changes in this Section
                          and Section 1008, or the deletion of this proviso, in
                          accordance with the requirements of Sections 611(b)
                          and 901(8).

          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 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.

          The Company may, but shall not be obligated to, fix a record date for
          the purpose of determining the Persons entitled to consent to any
          indenture supplemental hereto. If a record date is fixed, the Holders
          on such record date or their duly designated proxies, and only such
          Persons, shall be entitled to consent to such supplemental indenture,
          whether or not such Holders remain Holders after such record date;
          provided, that unless such

<PAGE>

          consent shall have become effective by virtue of the requisite
          percentage having been obtained prior to the date which is 90 days
          after such record date, any such consent previously given shall
          automatically and without further action by any Holder be canceled and
          of no further effect.

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

      3.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
          supplemental indenture permitted by this Article or the modifications
          thereby of the trusts created by this Indenture, the Trustee may
          receive, and (subject to Section 601) shall be fully protected in
          relying upon, an Opinion of Counsel stating that the execution of such
          supplemental indenture is authorized or permitted by this Indenture.
          The Trustee may, but shall not be obligated to, enter into any such
          supplemental indenture which affects the Trustee's own rights, duties
          or immunities under this Indenture or otherwise.

      4.  Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article,
          this Indenture shall be modified in accordance therewith, and such
          supplemental indenture shall form a part of this Indenture for all
          purposes; and every Holder of Securities theretofore or thereafter
          authenticated and delivered hereunder shall be bound thereby.

      5.  Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
          conform to the requirements of the Trust Indenture Act as then in
          effect.

      6.  Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

<PAGE>

5.

      Covenants

          1.  Payment of Principal, Premium and Interest.

              The Company covenants and agrees for the benefit of each series of
              Securities that it will duly and punctually pay the principal of
              (and premium, if any) and interest on the Securities of that
              series in accordance with the terms of the Securities and this
              Indenture.

              The Company shall have the right to require a Holder, 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 Company at which such payment is made a
              certificate, in such form as the Company may from time to time
              prescribe, to enable the Company 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 Company 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.

          2.  Maintenance of Office or Agency.

              The Company will maintain in the Borough of Manhattan, The City of
              New York and in each Place of Payment for any series of Securities
              an office or agency where Securities of that series may be
              presented or surrendered for payment (provided, however, that,
              unless otherwise provided with respect to any series of
              Securities, at the option of the Company payment of interest may
              be made by check mailed to the address of the person entitled
              thereto as such address shall appear in the Security Register),
              where Securities of that series may be surrendered for
              registration of transfer or exchange and where notices and demands
              to or upon the Company in respect of the Securities of that series
              and this Indenture may be served. The Company initially appoints
              the corporate trust office of the Bank as its agent for purposes
              of presentation and surrender of Securities for payment,
              registration of transfer or exchange and for service of notices
              and demands to or upon the Company in respect of the Securities of
              a series and this Indenture. The Company will give prompt written
              notice to the Trustee of the location, and any change in the
              location, of such office or agency. If at any time the Company
              shall fail to maintain any such required office or agency or shall
              fail to furnish the Trustee with the address thereof, such
              presentations, surrenders, notices

<PAGE>

          and demands may be made or served at the Corporate Trust Office of the
          Trustee, and the Company hereby appoints the Trustee as its agent to
          receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
          offices or agencies where the Securities of one or more series may be
          presented or surrendered for any or all such purposes and may from
          time to time rescind such designations; provided, however, that no
          such designation or rescission shall in any manner relieve the Company
          of its obligation to maintain an office or agency in the Borough of
          Manhattan, The City of New York and in each Place of Payment for
          Securities of any series for such purposes. The Company will give
          prompt written notice to the Trustee of any such designation or
          rescission and of any change in the location of any such other office
          or agency.

      3.  Money for Securities Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
          respect to any series of Securities, it will, on or before each due
          date of the principal of (and premium, if any) or interest on any of
          the Securities of that series, segregate and hold in trust for the
          benefit of the Persons entitled thereto a sum sufficient to pay the
          principal (and premium, if any) or interest so becoming due until such
          sums shall be paid to such Persons or otherwise disposed of as herein
          provided and will promptly notify the Trustee of its action or failure
          so to act.

          Whenever the Company shall have one or more Paying Agents for any
          series of Securities, it will, prior to each due date of the principal
          of (and premium, if any) or interest on any Securities of that series,
          deposit with a Paying Agent a sum sufficient to pay the principal (and
          premium, if any) or interest so becoming due, such sum to be held in
          trust for the benefit of the Persons entitled to such principal,
          premium or interest, and (unless such Paying Agent is the Trustee) the
          Company will promptly notify the Trustee of its action or failure so
          to act.

          The Company will cause each Paying Agent for any series of Securities
          other than the Trustee to execute and deliver to the Trustee an
          instrument in which such Paying Agent shall agree with the Trustee,
          subject to the provisions of this Section, that such Paying Agent
          will:

                      1.  hold all sums held by it for the payment of the
                          principal of (and premium, if any) or interest on
                          Securities of that series in trust for the benefit of
                          the Persons entitled thereto until such sums shall be
                          paid to such Persons or otherwise disposed of as
                          herein provided;

<PAGE>

                      2.  give the Trustee notice of any default by the Company
                          (or any other obligor upon the Securities of that
                          series) in the making of any payment of principal of
                          (and premium, if any) or interest on the Securities of
                          that series; and

                      3.  at any time during the continuance of any such
                          default, upon the written request of the Trustee,
                          forthwith pay to the Trustee all sums so held in trust
                          by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
          satisfaction and discharge of this Indenture or for any other purpose,
          pay, or by Company Order direct any Paying Agent to pay, to the
          Trustee all sums held in trust by the Company or such Paying Agent,
          such sums to be held by the Trustee upon the same trusts as those upon
          which such sums were held by the Company or such Paying Agent; and,
          upon such payment by any Paying Agent to the Trustee, such Paying
          Agent shall be released from all further liability with respect to
          such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
          by the Company, in trust for the payment of the principal of (and
          premium, if any) or interest on any Security of any series and
          remaining unclaimed for two years after such principal (and premium,
          if any) or interest has become due and payable shall be paid to the
          Company on Company Request, or (if then held by the Company) shall be
          discharged from such trust; and the Holder of such Security shall
          thereafter, as an unsecured general creditor, look only to the Company
          for payment thereof, and all liability of the Trustee or such Paying
          Agent with respect to such trust money, and all liability of the
          Company as trustee thereof, shall thereupon cease; provided, however,
          that the Trustee or such Paying Agent, before being required to make
          any such repayment, may at the expense of the Company cause to be
          published once, in a newspaper published in the English language,
          customarily published on each Business Day and of general circulation
          in the Borough of Manhattan, The City of New York, notice that such
          money remains unclaimed and that, after a date specified therein,
          which shall not be less than 30 days from the date of such
          publication, any unclaimed balance of such money then remaining will
          be repaid to the Company.

      4.  Corporate Existence.

          Except as permitted by the provisions of Article Eight and subject to
          Section 1006, the Company will do or cause to be done all things
          necessary to preserve and keep in full force and effect its corporate
          existence and that of the Bank and material rights (charter and
          statutory) and material franchises of the Company and the Bank;
          provided, however, that the Company shall not be required to preserve
          any such right or franchise if the Board of Directors shall determine
          that the preservation

<PAGE>

          thereof is no longer desirable in the conduct of the business of the
          Company and its Subsidiaries considered as a whole, and that the loss
          thereof is not disadvantageous in any material respect to the Holders.

      5.  Payment of Taxes and Other Claims.

          The Company will pay or discharge or cause to be paid or discharged,
          before the same shall become delinquent, (1) all taxes, assessments
          and governmental charges levied or imposed upon the Company and the
          Bank or upon the income, profits or property of the Company and the
          Bank, and (2) all lawful claims for labor, materials and supplies
          which, if unpaid, might by law become a lien upon the property of the
          Company and the Bank; provided, however, that the Company shall not be
          required to pay or discharge or cause to be paid or discharged any
          such tax, assessment, charge or claim whose amount, applicability or
          validity is being contested in good faith by appropriate proceedings.

      6.  Limitation on Disposition of Stock of Bank.

          So long as any Securities shall be Outstanding, neither the Company
          nor any Intermediate Subsidiary (as hereinafter defined) will (except
          to the Company or an Intermediate Subsidiary) sell, assign, transfer,
          grant a security interest in or otherwise dispose of any shares of,
          securities convertible into, or options, warrants or rights to
          subscribe for or purchase shares of, Voting Stock of the Bank, nor
          will the Company or any Intermediate Subsidiary permit the Bank to
          issue any shares of, or securities convertible into, or options,
          warrants or rights to subscribe for or purchase shares of, Voting
          Stock of the Bank, nor will the Company permit any Intermediate
          Subsidiary that owns any shares of, or securities convertible into, or
          options, warrants or rights to subscribe for or purchase shares of,
          Voting Stock of the Bank to cease to be an Intermediate Subsidiary,
          except that (i) the Company or an Intermediate Subsidiary may make any
          such sale, assignment, transfer, or grant of a security interest or
          other disposition for fair market value on the date thereof, as
          determined by the Board of Directors of the Company or such
          Intermediate Subsidiary, as the case may be (which determination shall
          be conclusive), and evidenced by a duly adopted resolution thereof,
          and (ii) in each such case, after giving effect thereto, the Company
          and any one or more Intermediate Subsidiaries will own at least 80% of
          the Voting Stock of the Bank then issued and outstanding free and
          clear of any security interest. Notwithstanding the foregoing, the
          Bank may be merged into or consolidated with another banking
          institution organized under the laws of the United States, any State
          thereof or the District of Columbia, if after giving effect to such
          merger or consolidation the Company and any one or more Intermediate
          Subsidiaries own at least 80% of the Voting Stock of such other
          banking institution and immediately after giving effect thereto

<PAGE>

          and treating any such resulting bank thereafter as the Bank for
          purposes of this Indenture, no Event of Default, and no event which,
          after notice or lapse of time or both, would become an Event of
          Default, shall have happened and be continuing. For purposes of this
          Section, an "Intermediate Subsidiary" means a Subsidiary (i) that is
          organized under the laws of the United States, any State thereof or
          the District of Columbia, and (ii) of which all the shares of each
          class of capital stock issued and outstanding, and all securities
          convertible into, and options, warrants and rights to subscribe for or
          purchase shares of, such capital stock, are owned directly by the
          Company, free and clear of any security interest.

          The provisions of this Section 1006 shall not prohibit the Company
          from consolidating with or merging into any other Person or from
          conveying, transferring or leasing the Company's properties and assets
          substantially as an entirety to any Person as otherwise permitted
          pursuant to Article Eight.

      7.  Statement as to Compliance.

          The Company will deliver to the Trustee, within 120 days after the end
          of each fiscal year of the Company, a written statement, which need
          not comply with Section 102, signed by the Chairman of the Board, a
          Vice Chairman, the President, the Chief Financial Officer or a Vice
          President and by the Controller, Assistant Controller, the Secretary
          or an Assistant Secretary of the Company stating, as to each signer
          thereof, that

                      1.  a review of the activities of the Company during such
                          year and of performance under this Indenture has been
                          made under his supervision, and

                      2.  to the best of his knowledge, based on such review,
                          (a) the Company has fulfilled all its obligations
                          under this Indenture throughout such year, or, if
                          there has been a default in the fulfillment of any
                          such obligation, specifying each such default known to
                          him and the nature and status thereof, and (b) no
                          event has occurred and is continuing which is, or
                          after notice or lapse of time or both would become, an
                          Event of Default, or, if such an event has occurred
                          and is continuing, specifying each such event known to
                          him and the nature and status thereof.

      8.  Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any
          term, covenant or condition set forth in Sections 1004 to 1006,
          inclusive, with respect to the Securities of any series if before the
          time for such compliance the Holders of at least a majority in
          principal amount of the Outstanding Securities of such series shall,
          by Act of such Holders, either waive such compliance in such instance
          or

<PAGE>

      generally waive compliance with such term, covenant or condition, but no
      such waiver shall extend to or affect such term, covenant or condition
      except to the extent so expressly waived, and, until such waiver shall
      become effective, the obligations of the Company and the duties of the
      Trustee in respect of any such term, covenant or condition shall remain in
      full force and effect.

      The Company may, but shall not be obligated to, fix a record date for the
      purpose of determining the Persons entitled to waive any such term,
      provision or condition. If a record date is fixed, the Holders on such
      record date or their duly designated proxies, and only such Persons, shall
      be entitled to waive any such term, provision or condition hereunder,
      whether or not such Holders remain Holders after such record date;
      provided, that unless the Holders of at least a majority in principal
      amount of the Outstanding Securities of such series shall have waived such
      term, provision or condition prior to the date which is 90 days after such
      record date, any such waiver previously given shall automatically and
      without further action by any Holder be canceled and of no further effect.

6.

      Redemption of Securities

          1.  Applicability of Article.

              Securities of any series which are redeemable before their Stated
              Maturity shall be redeemable in accordance with their terms and
              (except as otherwise specified as contemplated by Section 301 for
              Securities of any series) in accordance with this Article.

          2.  Election to Redeem; Notice to Trustee.

              The election of the Company to redeem any Securities shall be
              evidenced by a Board Resolution. In case of any redemption at the
              election of the Company of fewer than all the Securities of any
              series, the Company shall, at least 60 days prior to the
              Redemption Date fixed by the Company (unless a shorter notice
              shall be satisfactory to the Trustee), notify the Trustee of such
              Redemption Date, of the tenor, if applicable, of the Securities to
              be redeemed, and of the principal amount of Securities of such
              series to be redeemed. In the case of any redemption of Securities
              prior to the expiration of any restriction on such redemption
              provided in the terms of such Securities or elsewhere in this
              Indenture, the Company shall furnish the Trustee with an Officers'
              Certificate evidencing compliance with such restriction.

          3.  Selection by Trustee of Securities to Be Redeemed.

              If fewer than all the Securities of any series are to be redeemed
              (unless all of the Securities of a specified tenor are to e
              redeemed), the particular
<PAGE>

          Securities to be redeemed shall be selected not more than 60 days
          prior to the Redemption Date by the Trustee, from the Outstanding
          Securities of such series subject to such redemption and not
          previously called for redemption, by such method as the Trustee shall
          deem fair and appropriate (but subject to compliance with the rules of
          any securities exchange on which the securities of such series may be
          listed) and which may provide for the selection for redemption of
          portions (equal to the minimum authorized denomination for Securities
          of that series or any integral multiple thereof) of the principal
          amount of Securities of such series of a denomination larger than the
          minimum authorized denomination for Securities of that series. If
          fewer than all of the Securities of such series and of a specified
          tenor are to be redeemed, the particular Securities to be redeemed
          shall be selected not more than 45 days prior to the Redemption Date
          by the Trustee, from the Outstanding Securities of such series and
          specified tenor not previously called for redemption in accordance
          with the preceding sentence.

          The Trustee shall promptly notify the Company 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 Securities redeemed or to be redeemed
          only in part, to the portion of the principal amount of such
          Securities which has been or is to be redeemed.

      4.  Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
          prepaid, mailed not less than 30 nor more than 60 days prior to the
          Redemption Date, to each Holder of Securities to be redeemed, at his
          address appearing in the Security Register.

          All notices of redemption shall state:

                      1.  the Redemption Date,

                      2.  the Redemption Price,

                      3.  if fewer than all the Outstanding Securities of any
                          series are to be redeemed, the identification (and, in
                          the case of partial redemption, the principal amounts)
                          of the particular Securities to be redeemed,

                      4.  the CUSIP number of the Securities to be redeemed,

                      5.  that on the Redemption Date the Redemption Price will
                          become due and payable upon each such Security to be

<PAGE>

                          redeemed and, if applicable, that interest thereon
                          will cease to accrue on and after said date,

                      6.  the place or places where such Securities are to be
                          surrendered for payment of the Redemption Price, and

                      7.  that the redemption is for a sinking fund, if such is
                          the case.

          Notice of redemption of Securities to be redeemed at the election of
          the Company shall be given by the Company or, at the Company's
          request, by the Trustee in the name and at the expense of the Company.

      5.  Deposit of Redemption Price.

          Prior to any Redemption Date, the Company shall deposit with the
          Trustee or with a Paying Agent (or, if the Company is acting as its
          own Paying Agent, segregate and hold in trust as provided in Section
          1003) an amount of money sufficient to pay the Redemption Price of,
          and (except if the Redemption Date shall be an Interest Payment Date)
          accrued interest on, all the Securities which are to be redeemed on
          that date.

      6.  Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
          to be redeemed shall, on the Redemption Date, become due and payable
          at the Redemption Price therein specified, and from and after such
          date (unless the Company shall default in the payment of the
          Redemption Price and accrued interest) such Securities shall cease to
          bear interest. Upon surrender of any such Security for redemption in
          accordance with said notice, such Security shall be paid by the
          Company at the Redemption Price, together with accrued interest to the
          Redemption Date; provided, however, that installments of interest
          whose Stated Maturity is on or prior to the Redemption Date shall be
          payable to the Holders of such Securities, or one or more Predecessor
          Securities, registered as such at the close of business on the
          relevant Record Dates according to their terms and the provisions of
          Section 307.

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

      7.  Securities Redeemed in Part.

   Any Security which is to be redeemed only in part shall be surrendered at a
   Place of Payment therefor (with, if the Company or the Trustee so requires,
   due endorsement by, or a written instrument of transfer in form satisfactory
   to the Company and the Trustee duly executed by, the Holder thereof or his
   attorney

<PAGE>

   duly authorized in writing), and the Company shall execute, and the Trustee
   shall authenticate and make available for delivery to the Holder of such
   Security without service charge, a new Security or Securities of the same
   series and of like tenor, of any authorized denomination as requested by such
   Holder, in aggregate principal amount equal to and in exchange for the
   unredeemed portion of the principal of the Security so surrendered. If a
   Global Security is so surrendered, such new Security so issued shall be a new
   Global Security.

7.

   Sinking Funds

      1.  Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
          for the retirement of Securities of a series except as otherwise
          specified as contemplated by Section 301 for 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 1202. 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.

      2.  Satisfaction of Sinking Fund Payments with Securities.

          The Company (1) may deliver 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 Company 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; provided
          further that, in the case of (1) above, with respect to any
          Outstanding Securities so delivered, and in the case of (2) above,
          with respect to any such Securities so credited, such Outstanding
          Securities or Securities, as the case may be, be Securities subject to
          the sinking fund payment required to be made with respect to the
          Securities of such series. Such Securities shall be received and
          credited for such purpose by the Trustee at the Redemption Price
          specified in such

<PAGE>

          Securities for redemption through operation of the sinking fund and
          the amount of such sinking fund payment shall be reduced accordingly.

      3.  Redemption of Securities for Sinking Fund.

   Not less than 60 days prior to each sinking fund payment date for any series
   of Securities, the Company will deliver to the Trustee an Officers'
   Certificate 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 satisfied 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 1202 and will also deliver to the Trustee any
   Securities to be so delivered. Not less than 45 days before each such 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 1103 and
   cause notice of the redemption thereof to be given in the name of and at the
   expense of the Company in the manner provided in Section 1104. Such notice
   having been duly given, the redemption of such Securities shall be made upon
   the terms and in the manner stated in Sections 1106 and 1107.

8.

   Defeasance and Covenant Defeasance

      1.  Applicability of Article; Company's Option to Effect Defeasance or
          Covenant Defeasance.


          If pursuant to Section 301 provision is made for either or both of (a)
          defeasance of the Securities of a series under Section 1302 or (b)
          covenant defeasance of the Securities of a series under Section 1303,
          then the provisions of such Section or Sections, as the case may be,
          together with the other provisions of this Article Thirteen, shall be
          applicable to the Securities of such series, and the Company may at
          its option by Board Resolution, at any time, with respect to the
          Securities of such series, elect to have either Section 1302 (if
          applicable) or Section 1303 (if applicable) be applied to the
          Outstanding Securities of such series upon compliance with the
          conditions set forth below in this Article Thirteen.

      2.  Defeasance and Discharge.

          Upon the Company's exercise of the above option applicable to this
          Section, the Company shall be deemed to have been discharged from its
          obligations with respect to the Outstanding Securities of such series
          on and after the date the conditions precedent set forth below are
          satisfied but subject to satisfaction of the conditions subsequent set
          forth below (hereinafter, "defeasance"). For this purpose, such
          defeasance means that the Company shall be deemed to have paid and
          discharged the entire

<PAGE>

          indebtedness represented by the Outstanding Securities of such series
          and to have satisfied all its other obligations under such Securities
          and this Indenture insofar as such Securities are concerned (and the
          Trustee, at the expense of the Company, shall execute proper
          instruments acknowledging the same), except for the following which
          shall survive until otherwise terminated or discharged hereunder: (A)
          the rights of Holders of the series of Securities defeased pursuant to
          this Section 1302 to receive, solely from the trust fund described in
          Section 1304 and as more fully set forth in such Section, payments of
          the principal of (and premium, if any) and interest on such Securities
          when such payments are due, (B) the Company's obligations with respect
          to such Securities under Sections 304, 305, 306, 1002 and 1003 and
          such obligations as shall be ancillary thereto, (C) the rights,
          powers, trusts, duties, immunities and other provisions in respect of
          the Trustee hereunder and (D) this Article Thirteen. Subject to
          compliance with this Article Thirteen, the Company may exercise its
          option under this Section 1302 notwithstanding the prior exercise of
          its option under Section 1303 with respect to the Securities of such
          series. Following a defeasance, payment of the Securities of such
          series may not be accelerated because of an Event of Default.

      3.  Covenant Defeasance.

          Upon the Company's exercise of the above option applicable to this
          Section, the Company shall be released from its obligations under
          Section 1005 and Section 1006, (and any other Sections applicable to
          such Securities that are determined pursuant to Section 301 to be
          subject to this provision) and the occurrence of an event of default
          specified in Section 501(4) (insofar as it is with respect to Section
          1005 and Section 1006 or any other Section applicable to such
          Securities that are determined pursuant to Section 301 to be subject
          to this provision) or Section 501(5) shall be deemed not to be an
          Event of Default with respect to the Outstanding Securities of such
          series on and after the date the conditions precedent set forth below
          are satisfied but subject to satisfaction of the conditions subsequent
          set forth below (hereinafter, "covenant defeasance"). For this
          purpose, such covenant defeasance means that, with respect to the
          Outstanding Securities of such series, the Company may omit to comply
          with and shall have no liability in respect of any term, condition or
          limitation set forth in any such Section, whether directly or
          indirectly by reason of any reference elsewhere herein to any such
          Section or by reason of any reference in any such Section to any other
          provision herein or in any other document, but the remainder of this
          Indenture and such Securities shall be unaffected thereby. Following a
          covenant defeasance, payment of the Securities of such series may not
          be accelerated because of an Event of Default specified in Section
          501(5) or by reference to such other Section specified above in this
          Section 1303.

<PAGE>

      4.  Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions precedent or, as specifically
          noted below, subsequent to application of either Section 1302 or
          Section 1303 to the Outstanding Securities of such series:

                      1.  The Company shall irrevocably have deposited or caused
                          to be deposited with the Trustee (or another trustee
                          satisfying the requirements of Section 609 who shall
                          agree to comply with the provisions of this Article
                          Thirteen applicable to it) as trust funds in trust for
                          the purpose of making the following payments,
                          specifically pledged as security for, and dedicated
                          solely to, the benefit of the Holders of such
                          Securities, (A) money in an amount, or (B) U.S.
                          Government Obligations which through the scheduled
                          payment of principal and interest in respect thereof
                          in accordance with their terms will provide, not later
                          than one day before the due date of any payment, money
                          in an amount, or (C) a combination thereof,
                          sufficient, without reinvestment, in the opinion of a
                          nationally recognized firm of independent public
                          accountants expressed in a written certification
                          thereof delivered to the Trustee, to pay and
                          discharge, and which shall be applied by the Trustee
                          (or other qualifying trustee) to pay and discharge,
                          (i) the principal of (and premium, if any) and
                          interest on the Outstanding Securities of such series
                          to maturity or redemption, as the case may be, and
                          (ii) any mandatory sinking fund payments or analogous
                          payments applicable to the Outstanding Securities of
                          such series on the due dates thereof. Before such a
                          deposit the Company may make arrangements satisfactory
                          to the Trustee for the redemption of Securities at a
                          future date or dates in accordance with Article
                          Eleven, which shall be given effect in applying the
                          foregoing. For this purpose, "U.S. Government
                          Obligations" means securities that are (x) direct
                          obligations of the United States of America for the
                          payment of which its full faith and credit is pledged
                          or (y) obligations of a Person controlled or
                          supervised by and acting as an agency or
                          instrumentality of the United States of America the
                          payment of which is unconditionally guaranteed as a
                          full faith and credit obligation by the United States
                          of America, which, in either case, are not callable or
                          redeemable at the option of the issuer thereof, and
                          shall also include a depository receipt issued by a
                          bank (as defined in Section 3(a)(2) of the Securities
                          Act of 1933, as amended) as custodian with respect to
                          any such U.S. Government

<PAGE>

                          Obligation or a specific payment of principal of or
                          interest on any such U.S. Government Obligation held
                          by such custodian for the account of the holder of
                          such depository receipt, provided that (except as
                          required by law) such custodian is not authorized to
                          make any deduction from the amount payable to the
                          holder of such depository receipt from any amount
                          received by the custodian in respect of the U.S.
                          Government Obligation or the specific payment of
                          principal of or interest on the U.S. Government
                          Obligation evidenced by such depository receipt.

                      2.  No Event of Default or event which with notice or
                          lapse of time or both would become an Event of Default
                          with respect to the Securities of such series shall
                          have occurred and be continuing (A) on the date of
                          such deposit or (B) insofar as subsections 501(6) and
                          (7) are concerned, at any time during the period
                          ending on the 123rd day after the date of such deposit
                          or, if longer, ending on the day following the
                          expiration of the longest preference period applicable
                          to the Company in respect of such deposit (it being
                          understood that the condition in this clause (B) is a
                          condition subsequent and shall not be deemed satisfied
                          until the expiration of such period).

                      3.  Such defeasance or covenant defeasance shall not (A)
                          cause the Trustee for the Securities of such series to
                          have a conflicting interest as defined in Section 608
                          or for purposes of the Trust Indenture Act with
                          respect to any securities of the Company or (B) result
                          in the trust arising from such deposit to constitute,
                          unless it is qualified as, a regulated investment
                          company under the Investment Company Act of 1940, as
                          amended.

                      4.  Such defeasance or covenant defeasance shall not
                          result in a breach or violation of, or constitute a
                          default under, this Indenture or any other agreement
                          or instrument to which the Company is a party or by
                          which it is bound.

                      5.  Such defeasance or covenant defeasance shall not cause
                          any Securities of such series then listed on any
                          registered national securities exchange under the
                          Securities Exchange Act of 1934, as amended, to be
                          delisted.

                      6.  In the case of an election under Section 1302, the
                          Company shall have delivered to the Trustee an Opinion
                          of Counsel stating that (x) the Company has received
                          from, or there has been published by, the Internal
                          Revenue Service a ruling, or (y) since the date of
                          this Indenture there has been a change in the
                          applicable Federal income tax law, in either case to
                          the effect that, and based thereon such opinion shall
                          confirm that, the Holders of the Outstanding
                          Securities of

<PAGE>

                          such series will not recognize income, gain or loss
                          for Federal income tax purposes as a result of such
                          defeasance and will be subject to Federal income tax
                          on the same amounts, in the same manner and at the
                          same times as would have been the case if such
                          defeasance had not occurred.

                      7.  In the case of an election under Section 1303, the
                          Company shall have delivered to the Trustee an Opinion
                          of Counsel to the effect that the Holders of the
                          Outstanding Securities of such series will not
                          recognize income, gain or loss for Federal income tax
                          purposes as a result of such covenant defeasance and
                          will be subject to Federal income tax on the same
                          amounts, in the same manner and at the same times as
                          would have been the case if such covenant defeasance
                          had not occurred.

                      8.  Such defeasance or covenant defeasance shall be
                          effected in compliance with any additional terms,
                          conditions or limitations which may be imposed on the
                          Company in connection therewith pursuant to Section
                          301.

                      9.  The Company shall have delivered to the Trustee an
                          Officers' Certificate and an Opinion of Counsel, each
                          stating that all conditions precedent provided for
                          relating to either the defeasance under Section 1302
                          or the covenant defeasance under Section 1303 (as the
                          case may be) have been complied with.

      5.  Deposited Money and U.S. Government Obligations to Be Held in Trust;
          Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee collectively, for purposes of this Section
1305, the "Trustee") pursuant to Section 1304 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the money or U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof.

Anything herein to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 which, in the
opinion of a nationally

<PAGE>

recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.

Anything herein to the contrary notwithstanding, if and to the extent the
deposited money or U.S. Government Obligations (or the proceeds thereof) either
(i) cannot be applied by the Trustee in accordance with this Section because of
a court order or (ii) are for any reason insufficient in amount, then the
Company's obligations to pay principal of (and premium, if any) and interest on
the Securities of such series shall be reinstated to the extent necessary to
cover the deficiency on any due date for payment. In any case specified in
clause (i), the Company's interest in the deposited money and U.S. Government
Obligations (and proceeds thereof) shall be reinstated to the extent the
Company's payment obligations are reinstated.

This instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

In Witness Whereof, the parties hereto have caused this 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.

<PAGE>

Chemical Banking Corporation

By

[Corporate Seal]

Attest:

The Chase Manhattan Bank

(National Association)

By

[Corporate Seal]

Attest:

State of New York)

)SS.:
County Of New York )

On the day of , , before me personally came , to me known, who, being by me duly
sworn, did depose and say that he is of Chemical Banking Corporation one of the
corporations described in and which executed the foregoing instruments; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

Notary Public in and for said State

[Notarial Seal]

State Of New York)

)SS.:
County Of New York)

On the day of , , before me personally came , to me known, who, being by me duly
sworn, did depose and say that he is of The Chase Manhattan Bank (National
Association) one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

Notary Public in and for said State

[Notarial Seal]