<PAGE>
                                                                     Exhibit 4.1


                   CAREY INSTITUTIONAL PROPERTIES INCORPORATED


                                       TO


                              THE BANK OF NEW YORK


                                     Trustee








                                    INDENTURE



                          Dated as of
                                      -----------------
<PAGE>
    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE                                               INDENTURE SECTION
ACT SECTION
<S>                                                           <C>
Section 310(a)(1)                                             609
       (a)(2)                                                 609
       (a)(3)                                                 Not Applicable
       (a)(4)                                                 Not Applicable
       (b)                                                    608
                                                              610
Section 31l(a)                                                613
       (b)                                                    613
Section 312(a)                                                701
                                                              702
       (b)                                                    702
       (c)                                                    702
Section 313(a)                                                703
       (b)                                                    703
       (c)                                                    703
       (d)                                                    703
Section 314(a)                                                704
       (a)(4)                                                 101
                                                              1004
       (b)                                                    Not Applicable
       (c)(1)                                                 102
       (c)(2)                                                 102
       (c)(3)                                                 Not Applicable
       (d)                                                    Not Applicable
       (e)                                                    102
Section 315(a)                                                601
       (b)                                                    602
       (c)                                                    601
       (d)                                                    601
       (e)                                                    514
Section 316(a)                                                101
       (a)(l)(A)                                              502
                                                              512
       (a)(1)(B)                                              513
       (a)(2)                                                 Not Applicable
       (b)                                                    508
       (c)                                                    104
Section 317(a)(1)                                             503
       (a)(2)                                                 504
       (b)                                                    1003
Section 318(a)                                                107
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                       ii
<PAGE>
                               TABLE OF CONTENTS

    NOTE: This table of contents shall not, for any purpose, he deemed to be a
    part of the Indenture.

<TABLE>
<S>                                                                                                    <C>
RECITALS OF THE COMPANY ...........................................................................      1

ARTICLE ONE           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .....................      1

         SECTION 101. Definitions .................................................................      1

         SECTION 102. Compliance Certificates and Opinions ........................................      7

         SECTION 103. Form of Documents Delivered to Trustee ......................................      8

         SECTION 104. Acts of Holders; Record Dates ...............................................      8

         SECTION 105. Notices, Etc., to Trustee and Company .......................................      9

         SECTION 106. Notice to Holders; Waiver ...................................................      9

         SECTION 107. Conflict with Trust Indenture Act ...........................................      9

         SECTION 108. Effect of Headings and Table of Contents ....................................     10

         SECTION 109. Successors and Assigns ......................................................     10

         SECTION 110. Separability Clause .........................................................     10

         SECTION 111. Benefits of Indenture .......................................................     10

         SECTION 112. Governing Law ...............................................................     10

ARTICLE TWO           SECURITY FORMS ..............................................................     10

         SECTION 201. Forms Generally .............................................................     10

         SECTION 202. Form of Face of Security ....................................................     11

         SECTION 203. Form of Reverse of Security .................................................     12

         SECTION 204. Form of Legend for Global Securities ........................................     14

         SECTION 205. Form of Trustee's Certificate of Authentication .............................     15

ARTICLE THREE         THE SECURITIES ..............................................................     15

         SECTION 301. Title and Terms .............................................................     15

         SECTION 302. Denominations ...............................................................     16

         SECTION 303. Execution, Authentication, Delivery and Dating ..............................     16

         SECTION 304. Temporary Securities ........................................................     16

         SECTION 305. Registration, Registration of Transfer and Exchange;
                        Certain Transfers and Exchanges ...........................................     17

         SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities ............................     18

         SECTION 307. Payment of Interest; Interest Rights Preserved ..............................     19
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>                                                                                                    <C>
         SECTION 308. Persons Deemed Owners .......................................................     20

         SECTION 309. Cancellation ................................................................     20

         SECTION 310. Computation of Interest .....................................................     20

         SECTION 311. CUSIP Numbers ...............................................................     20

ARTICLE FOUR          SATISFACTION AND DISCHARGE ..................................................     20

         SECTION 401. Satisfaction and Discharge of Indenture .....................................     20

         SECTION 402. Application of Trust Money ..................................................     21

ARTICLE FIVE          REMEDIES ....................................................................     22

         SECTION 501. Events of Default ...........................................................     22

         SECTION 502. Acceleration of Maturity; Rescission and Annulment ..........................     23

         SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee .............     23

         SECTION 504. Trustee May File Proofs of Claim ............................................     24

         SECTION 505. Trustee May Enforce Claims Without Possession of Securities .................     24

         SECTION 506. Application of Money Collected ..............................................     25

         SECTION 507. Limitation on Suits .........................................................     25

         SECTION 508. Unconditional Right of Holders to Receive Principal,
                        Premium and Interest ......................................................     25

         SECTION 509. Restoration of Rights and Remedies ..........................................     26

         SECTION 510. Rights and Remedies Cumulative ..............................................     26

         SECTION 511. Delay or Omission Not Waiver ................................................     26

         SECTION 512. Control by Holders ..........................................................     26

         SECTION 513. Waiver of Past Defaults .....................................................     26

         SECTION 514. Undertaking for Costs .......................................................     27

         SECTION 515. Waiver of Usury, Stay or Extension Laws .....................................     27

ARTICLE SIX           THE TRUSTEE .................................................................     27

         SECTION 601. Certain Duties and Responsibilities .........................................     27

         SECTION 602. Notice of Defaults ..........................................................     27

         SECTION 603. Certain Rights of Trustee ...................................................     28

         SECTION 604. Not Responsible for Recitals or Issuance of Securities ......................     29

         SECTION 605. May Hold Securities .........................................................     29

         SECTION 606. Money Held in Trust .........................................................     29

         SECTION 607. Compensation and Reimbursement ..............................................     29

         SECTION 608. Conflicting Interests .......................................................     30
</TABLE>

                                       iv
<PAGE>
<TABLE>
<S>                                                                                                    <C>
         SECTION 609. Corporate Trustee Required, Eligibility .....................................     30

         SECTION 610. Resignation and Removal; Appointment of Successor ...........................     30

         SECTION 611. Acceptance of Appointment by Successor ......................................     31

         SECTION 612. Merger, Conversion, Consolidation or Succession to Business .................     32

         SECTION 613. Preferential Collection of Claims Against Company ...........................     32

         SECTION 614. Appointment of Authenticating Agent .........................................     32

ARTICLE SEVEN         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ...........................     33

         SECTION 701. Company to Furnish Trustee Names and Addresses of Holders ...................     33

         SECTION 702. Preservation of Information:  Communications to Holders .....................     34

         SECTION 703. Reports by Trustee ..........................................................     34

         SECTION 704. Reports by Company ..........................................................     34

ARTICLE EIGHT         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ........................     35

         SECTION 801. Company, May Consolidate, Etc., Only on Certain Terms .......................     35

         SECTION 802. Successor Substituted .......................................................     36

ARTICLE NINE          SUPPLEMENTAL INDENTURES .....................................................     36

         SECTION 901. Supplemental Indentures Without Consent of Holders ..........................     36

         SECTION 902. Supplemental Indentures With Consent of Holders .............................     37

         SECTION 903. Execution of Supplemental Indentures ........................................     37

         SECTION 904. Effect of Supplemental Indentures ...........................................     38

         SECTION 905. Conformity with Trust Indenture Act .........................................     38

         SECTION 906. Reference in Securities to Supplemental Indentures ..........................     38

ARTICLE TEN            COVENANTS ..................................................................     38

         SECTION 1001. Payment of Principal, Premium and Interest .................................     38

         SECTION 1002. Maintenance of Office or Agency ............................................     38

         SECTION 1003. Money for Securities Payments to Be Held in Trust ..........................     39

         SECTION 1004. Statement by Officers as to Default ........................................     39

         SECTION 1005. Existence ..................................................................     40

         SECTION 1006. Maintenance of Properties ..................................................     40

         SECTION 1007. Payment of Taxes and Other Claims ..........................................     40

         SECTION 1008. Limitation on Senior Indebtedness; Appraisals ..............................     40

         SECTION 1009. Waiver of Certain Covenants ................................................     40
</TABLE>

                                        v
<PAGE>
<TABLE>
<S>                                                                                                    <C>
ARTICLE ELEVEN         REDEMPTION OF SECURITIES ...................................................     41

         SECTION 1101. Right of Redemption ........................................................     41

         SECTION 1102. Election to Redeem; Notice to Trustee ......................................     41

         SECTION 1103. Selection by Trustee of Securities to Be Redeemed ..........................     41

         SECTION 1104. Notice of Redemption .......................................................     41

         SECTION 1105. Deposit of Redemption Price ................................................     42

         SECTION 1106. Securities Payable on Redemption Date ......................................     42

         SECTION 1107. Securities Redeemed in Part ................................................     42

ARTICLE TWELVE         DEFEASANCE AND COVENANT DEFEASANCE .........................................     43

         SECTION 1201. Company's Option to Effect Defeasance or Covenant Defeasance ...............     43

         SECTION 1202. Defeasance and Discharge ...................................................     43

         SECTION 1203. Covenant Defeasance ........................................................     43

         SECTION 1204. Conditions to Defeasance or Covenant Defeasance ............................     43

         SECTION 1205. Deposited Money and U.S. Government Obligations to Be Held
                         in Trust; Miscellaneous Provisions .......................................     45

         SECTION 1206. Reinstatement ..............................................................     46

ARTICLE THIRTEEN       SUBORDINATION OF SECURITIES ................................................     46

         SECTION 1301. Securities Subordinate to Senior Indebtedness ..............................     46

         SECTION 1302. No Payment in Certain Circumstances, Payment over of Proceeds
                         upon Dissolution, Etc ....................................................     46

         SECTION 1303. Prior Payment to Senior Indebtedness upon Acceleration of
                         the Securities ...........................................................     48

         SECTION 1304. Payment Permitted If No Default ............................................     48

         SECTION 1305. Subrogation to Rights of Holders of Senior Indebtedness ....................     48

         SECTION 1306. Provisions Solely to Define Relative Rights ................................     49

         SECTION 1307. Trustee to Effectuate Subordination ........................................     49

         SECTION 1308. No Waiver of Subordination Provisions ......................................     49

         SECTION 1309. Notice to Trustee ..........................................................     49

         SECTION 1310. Reliance on Judicial Order or Certificate of Liquidating Agent .............     50

         SECTION 1311. Trustee Not Fiduciary for Holders of Senior Indebtedness ...................     50

         SECTION 1312. Reliance by Holders of Senior Indebtedness on Subordination
                         Provisions ...............................................................     50
</TABLE>

                                       vi
<PAGE>
<TABLE>
<S>                                                                                                    <C>
         SECTION 1313. Rights of Trustee as Holders of Senior Indebtedness;
                         Preservation of Trustee's Rights .........................................     51

         SECTION 1314. Article Applicable to Paying Agents ........................................     51
</TABLE>


                                      vii
<PAGE>
         INDENTURE, dated as of __________________ between CAREY INSTITUTIONAL
PROPERTIES INCORPORATED, a corporation duly organized and existing under the
laws of the State of Maryland (herein called the "Company"), having its
principal office at 50 Rockefeller Plaza, New York, New York 10022, and The Bank
of New York, a New York banking corporation, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of its 4%
Subordinated Debentures Due December 31, 2004 (herein called the "Securities")
of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture. The Securities rank junior and be subordinated to certain future
unsecured and unsubordinated obligations of the Company as more fully set forth
herein.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and 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 agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101. 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 required or permitted hereunder shall mean
         such accounting principles as are generally accepted and applied by the
         Company on a consistent basis at the date of such computation;
<PAGE>
                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (5) the word, "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.

         "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.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "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" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

          "Commission" means the Securities and Exchange Commission, from time
to time constituted, created under the Exchange Act, 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, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

                                      -2-
<PAGE>
         "Corporate Trust Office" means the principal office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which office as of the date hereof is located at 101
Barclay Street, New York, New York 10286.

         "Corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1203.

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

         "Defeasance" has the meaning specified in Section 1202.

         "Depository" means, with respect to Securities issuable or issued in
whole or in part in the form of one or more Global Securities, such clearing
agency, which shall be a clearing agency registered under the Exchange Act, as
the Company shall designate from time to time in an Officers' Certificate
delivered to the Trustee.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

          "Global Security" means a Security that evidences all or part of the
Securities and bears the applicable legend set forth in Section 204, issued to
the Depository or its nominee, and registered in the name of such Depository or
its nominee,

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

         "Indebtedness" means, with respect to any Person:

                  (1) the principal of and any premium and interest on, whether
         outstanding on the date hereof or hereafter created, incurred, or
         assumed, which is (a) indebtedness of such Person for money borrowed
         and (b) indebtedness evidenced by notes, debentures, bonds or other
         similar instruments for the payment of which such Person is responsible
         or liable;

                  (2) all Capitalized Lease Obligations of such Person;

                  (3) all obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all obligations under any title retention agreement (but excluding
         trade accounts payable arising in the ordinary course of business or
         which are payable in full within 90 days from the date such
         Indebtedness is incurred);

                  (4) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in (1)
         through (3) above) entered into in the ordinary course of business of
         such Person to the extent such letters of credit are not drawn upon or,
         if and to the extent drawn upon. such drawing is reimbursed no later
         than the third Business Day following receipt by such Person of a
         demand for reimbursement following payment on the letter of credit);

                                      -3-
<PAGE>
                  (5) all obligations of the type referred to in clauses (1)
         through (4) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable
         as obligor, guarantor or otherwise;

                  (6) all obligations of the type referred to in clauses (1)
         through (5) of other Persons secured by any Lien on any property or
         asset of such Person (whether or not such obligation is assumed by such
         Person), the amount of such obligation being deemed to be the lesser of
         the value of such property or assets or the amount of the obligation so
         secured, and

                  (7) any amendments, modifications, refundings, renewals or
         extensions of any indebtedness or obligation described as Indebtedness
         in clauses (1) through (6) above.

         "Indenture" means this instrument as originally executed and 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(3).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel for the Company, and who shall be acceptable to the Trustee.

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

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

                  (2) 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 be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                                      -4-
<PAGE>
                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 1202; and

                  (4) 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, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, 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, waiver or other
action, only Securities which a Responsible Person of the Trustee actually knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
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.

         "Paying Agent" means any Person authorized by the Company. to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof

         "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.

         "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 means March 15, June 15, September 15 or December 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

         "Responsible Person" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee (or any successor
of the Trustee), including any vice president, any assistant vice president, any
assistant secretary, any assistant treasurer, any trust office or any other
office of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

                                      -5-
<PAGE>
         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all fees and
other amounts payable or rent or other obligations, absolute or contingent,
secured or unsecured, due or to become due, created, incurred or assumed after
the date of this Indenture in connection with any of the following: (a) any
credit or loan agreement, note, bond, debenture or other written obligation of
the Company, (b) all obligations of the Company for money borrowed, (c) any note
or similar instrument issued by the Company in connection with the acquisition
of any businesses, properties or assets of any kind, (d) the Company's leasing
real or personal property (i) under leases, if capitalized on the balance sheet
of the lessee under generally accepted accounting principles or (ii) under
leases, participation agreements, guarantees or similar documents entered into
by the Company in connection with the leasing of real or personal property by
the Company or any of the Subsidiaries which provides that the Company is
contractually obligated to purchase or cause a third party to purchase the
leased property for a fixed price or otherwise guarantee a residual value of
leased property to the lessor or a third party, whether or not such lease is
properly classified as a operating or capital lease in accordance with generally
accepted accounting principles, (e) any interest rate and currency swaps, caps,
floors, collars, hedge agreements, forward contracts or similar agreements or
arrangements, (f) any letters of credit, bankers' acceptance and similar
facilities, including reimbursement obligations with respect to the foregoing,
(g) any deferred purchase price of property or services, (h) all obligations of
the type referred to in the above clauses of another Person and any dividends of
another Person, the payment of which, in either case, the Company has assumed or
guaranteed, or for which the Company is responsible or liable, directly or
indirectly, jointly or severally, or obligor, guarantor or otherwise, or which
are secured by a lien on the Company's property, and (i) renewals, extensions,
modifications, replacements, restatements and refunding of, any indebtedness or
obligation issued in exchange for, any such indebtedness or obligation described
in clauses (a) through (h) of this paragraph; provided, however, that "Senior
Indebtedness" shall include only such indebtedness or obligations which contain
terms (or the instrument under which or pursuant to which such indebtedness or
obligation was issued contains terms) specifically declaring the same to
constitute "Senior Indebtedness" under this Indenture.

         "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
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
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. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all

                                      -6-
<PAGE>
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "Successor Security" of any particular Security means every Security
issued after, and 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.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "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.

         "U.S. Government Obligation" has the meaning specified in Section 1204.

         "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".


SECTION 102. Compliance Certificates and Opinions.

         Upon 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 such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) 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.

                                      -7-
<PAGE>
SECTION 103. 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 such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of 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 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 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.


SECTION 104. Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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.

         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 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.

         The Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining, the Holder
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided

                                      -8-
<PAGE>
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

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

         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 therefor 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.


SECTION 105. 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 to, 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 Administration, 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 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.


SECTION 106. 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 (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders 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. 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
the 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 such 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.


SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any

                                      -9-
<PAGE>
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.


SECTION 108. 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.


SECTION 109. Successors and Assigns.

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


SECTION 110. 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.


SECTION 111. 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.


SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a provision
of any Security which specifically states that such provision shall apply in
lieu of this Section)) payment of interest or principal (and premium, if any)
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the 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.


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201. Forms Generally.

         Securities and the Trustee's certificates of authentication shall be in
substantially the forms set forth in this Article, 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 Depositary
therefor or as may,

                                      -10-
<PAGE>
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         Upon their original issuance, Securities shall be issued in the form of
one or more Global Securities registered in the name of the Depositary, or its
nominee and deposited with the Security Registrar, as custodian for the
Depositary, for credit by the Depositary to the respective accounts of
beneficial owners of the Securities represented thereby (or such other accounts
as they may direct). Such Global Securities, together with their Successor
Securities which are Global Securities, are collectively herein called the
"Global Security".

         The Company, the Trustee and either of their agents shall not be
responsible for any acts or omissions of a Depositary, for any depositary
records of beneficial ownership interests or for any transactions between the
Depositary and beneficial owners.


SECTION 202. Form of Face of Security.

                         [Insert subordination legend.]


          [Legend(s), if any, required by Section 204 of the Indenture]


                       CAREY INSTITUTIONAL PROPERTIES INC

                4% SUBORDINATED DEBENTURES DUE DECEMBER 31, 2004

<TABLE>
<S>                                                                   <C>
CUSIP No.

No.                                                                   $
</TABLE>


         CAREY INSTITUTIONAL PROPERTIES INCORPORATED, a corporation duly
organized and existing under the laws of the State of Maryland (herein called
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
                  , or registered assigns, the principal sum of
Dollars, on December 31, 2004, and to pay interest thereon from
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly on March 31, June 30, September 30 and December 31
in each year, commencing              , 2002 at the rate of 4% per annum, until
the principal hereof is paid or made available for payment shall be computed on
the basis of a 360-day year of twelve 30-day months.

         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 March 15, June 15, September 15 or December 15 (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

                                      -11-
<PAGE>
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 not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York, 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, 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 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.



Dated:

                                 CAREY INSTITUTIONAL PROPERTIES INCORPORATED


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




SECTION 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company designated as its 4% Subordinated Debentures Due December 31, 2004
(herein called the "Securities"), limited in aggregate principal amount to
$50,000,000, issued and to be issued under an Indenture, dated as of _________
(herein called the "Indenture", which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture).

         Reference is hereby made to the Indenture 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.

         The Securities are subject to redemption, as a whole or from time to
time in part, upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Securities to be redeemed at its address as it appears in the
Securities Register, on any date prior to their Stated

                                      -12-
<PAGE>
Maturity at a Redemption Price equal to 100% of the principal amount of such
Securities to be redeemed, plus accrued interest thereon to the Redemption Date;
provided, however, that unless the Company defaults in payment of the Redemption
Price, on or after the Redemption Date, interest will cease to accrue on the
Securities or portions thereof called for redemption.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

         The Securities do not have the benefit of any sinking fund obligation.

         The Securities are subordinated in right of payment to Senior
Indebtedness as provided for in the Indenture.

         The Indenture contains provisions for defeasance at any time of the
entire Indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         In the event of a deposit or withdrawal of an interest in this Security
(including upon an exchange, transfer, redemption or repurchase of this Security
in part only) effected in accordance with the Applicable Procedures, the
Security Registrar, upon receipt of notice of such event from the Depositary's
custodian for this Security, shall make an adjustment on its records to reflect
an increase or decrease of the Outstanding principal amount of this Security
resulting from such deposit or withdrawal, as the case may be.

         If an Event of Default shall occur and be continuing, the principal of
the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

         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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, 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 therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement

                                      -13-
<PAGE>
of any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

         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 any premium and
interest 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 any
premium and interest 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 authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities 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.


SECTION 204. Form of Legend for Global Securities.

      Every Global Security authenticated and delivered hereunder shall bear one
or more of the appropriate legends in substantially the following forms, as
relevant, below:

 [If the Security is a Global Security insert - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE ________________ ("DEPOSITORY"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF _______ OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED


                                      -14-
<PAGE>

REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO _________OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITORY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER WISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, _____________ HAS AN
INTEREST HEREIN.]


SECTION 205. Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

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

      Dated:____________________

                                            THE BANK OF NEW YORK,
                                                                 As Trustee


                                        By......................................
                                                  Authorized Signatory


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $50,000,000, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306,
906 or 1107.

         The Securities shall be known and designated as the "4% Subordinated
Debentures Due December 31, 2004" of the Company. Their Stated Maturity shall be
December 31, 2004, and they shall bear interest at the rate of 4% per annum,
from __________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
quarterly on March 31, June 30, September 30 and December 31, commencing
__________, 2002, until the principal thereof is paid or made available for
payment.

         Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

         The principal of and any premium and interest on the Securities shall
be payable at the office or agency of the Company in New York, New York
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose; 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.


                                      -15-
<PAGE>
         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness pursuant to Article Thirteen.

         The Securities shall not have the benefit of any sinking fund
obligations.


SECTION 302. Denominations.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.


SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President 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 and the corporate seal on the Securities may be manual or facsimile.

         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 at 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 executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         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
executed by the Trustee 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.


SECTION 304. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
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 as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency designated pursuant to Section 1002, without charge


                                      -16-
<PAGE>
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged, the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.


SECTION 305. Registration, Registration of Transfer and Exchange; Certain
Transfers and Exchanges.

         (a) Registration, Registration of Transfer and Exchange Generally. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 being herein sometimes collectively
referred to as 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 Trustee is hereby 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 at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities, of any authorized denominations and of a like aggregate
principal amount.

         Subject to Section 305(b), at the option of the Holder, Securities may
be exchanged for other Securities of any authorized denominations and of a like
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 deliver, 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 303, 304, 906 or 1107.not involving any transfer.

         The Company shall not be required (A) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1103 and ending at the close of business
on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

         (b) Global Securities. The provisions of this Section 305(b) shall
apply only to Global Securities:


                                      -17-
<PAGE>
                  Each Global Security authenticated under this Indenture shall
         be registered in the name of the Depositary designated for such Global
         Security or a nominee thereof and delivered to such Depositary or a
         nominee thereof or custodian therefor, and each such Global Security
         shall constitute a single Security for all purposes of this Indenture.

                  Notwithstanding any other provision in this Indenture, no
         Global Security may be exchanged in whole or in part for Securities
         registered, and no transfer of a Global Security in whole or in part
         may be registered, in the name of any Person other than the Depositary
         for such Global Security or a nominee thereof unless (A) such
         Depositary (i) has notified the Company that it is unwilling or unable
         to continue as Depositary for such Global Security or (ii) has ceased
         to be a clearing agency registered under the Exchange Act, (B) the
         Company in its sole discretion determines that such Global Security
         shall be exchangeable for definitive registered Securities and executes
         and delivers to the Security Registrar a Company Order providing that
         such Global Security shall be so exchangeable or (C) there shall have
         occurred and be continuing an Event of Default with respect to such
         Global Security.

                  Subject to Clause (2) above, any exchange of a Global Security
         for other Securities may be made in whole or in part and all Securities
         issued in exchange for a Global Security or any portion thereof shall
         be registered in such names as the Depositary for such Global Security
         shall direct.

                  Every Security authenticated and delivered upon registration
         of transfer of or in exchange for or in lieu of, a Global Security or
         any portion thereof, whether pursuant to this Section, Section 303,
         304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.


SECTION 306. 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 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 indemnity 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 the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
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, 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.


                                      -18-
<PAGE>
         Every new Security 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 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.


SECTION 307. Payment of Interest; Interest Rights Preserved.

         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 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 Persons in whose names the Securities (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 Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security 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
         given to each Holder of Securities in the manner set forth in Section
         106, not less than 10 days prior to such Special Record Date. Notice of
         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor having been so mailed, such Defaulted Interest shall be
         paid to the Persons in whose names the Securities (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 in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the 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.


                                      -19-
<PAGE>
         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.


SECTION 308. Persons Deemed Owners.

         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 any premium
and (subject to Section 307) any 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.


SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange 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 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 disposed of as directed by a Company Order.


SECTION 310. Computation of Interest.

         Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.


SECTION 311. CUSIP Numbers.

      The Company in issuing, Securities may use "CUSIP" numbers (if then
generally in use) in addition to serial numbers; if so, the Trustee shall use
such CUSIP numbers in addition to serial numbers in notices of redemption and
repurchase as a convenience to Holders; provided, however that any such notice
may state that no representation is made as to the correctness of such CUSIP
numbers either as printed on the Securities or as contained in any notice of a
redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Securities, and any such redemption
or repurchase shall not be affected by any defect in or omission of such CUSIP
numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401. Satisfaction and Discharge of Indenture..

         This Indenture shall 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, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


                                      -20-
<PAGE>
                  (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 expense, 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 money in an amount sufficient
                  to pay and discharge the entire Indebtedness on such
                  Securities not theretofore delivered to the Trustee for
                  cancellation, for principal and any premium 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 stating that all conditions precedent herein provided for
         relating to the satisfaction and discharge of this Indenture have been
         complied with.

         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 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. Funds held in trust pursuant to this
Section are not subject to the provisions of Article Thirteen.


SECTION 402. Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust for
the sole benefit of the Holders and shall not be subject to the subordination
provisions of Article Thirteen, and such money shall be 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


                                      -21-
<PAGE>
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been
deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501. Events of Default.

         "Event of Default", wherever used herein, 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 any interest upon any Security
         when it becomes due and payable, and continuance of such default for a
         period of 60 days; or

                  (2) default in the payment of the principal of or any premium
         on any Security at its Maturity; or

                  (3) default in the performance, or breach. of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with), 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 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

                  (4) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company 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 adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs and the
         continuance of any such decree or order for relief or any such other
         decree or order undismissed or unstayed and in effect for a period of
         60 consecutive days; or

                  (5) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking


                                      -22-
<PAGE>
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due or the taking
         of corporate action by the Company in furtherance of any such action.


SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(4) or 501(5)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities 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 shall
become immediately due and payable. If an Event of Default specified in Section
501(4) or 501(5) occurs, the principal of all the Securities shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration 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, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                  (A) all overdue interest on all Securities,

                  (B) the principal of (and premium, if any, on) any Securities
         which have become due otherwise than by such declaration of
         acceleration and interest thereon at the rate borne by the Securities,

                  (C) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate borne by the 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

         (2) all Events of Default, other than the non-payment of the principal
of Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.

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


SECTION 503. 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 60 days, or


                                      -23-
<PAGE>
                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

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 and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate borne by the
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 an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders 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.


SECTION 504. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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.

         No provision of this Indenture 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 composition 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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

         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
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.


                                      -24-
<PAGE>
SECTION 506. 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 any premium
or interest, 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: Subject to the provisions of Article Thirteen, to the
         payment of the amounts, then due and unpaid for principal of and any
         premium and interest 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 any premium and interest,
         respectively; and

                  THIRD: the balance, if any, to the Company.


SECTION 507. Limitation on Suits.

         No Holder of any Security 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;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities 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;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity reasonably acceptable to it 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;

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

SECTION 508. 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 any premium and (subject to Section 307)
interest on such Security on the respective Stated


                                      -25-
<PAGE>
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,


SECTION 509. 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.


SECTION 510. Rights and Remedies Cumulative.

         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.


SECTION 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security 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.


SECTION 512. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities 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, 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.


SECTION 513. Waiver of Past Defaults.

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


                                      -26-
<PAGE>
                  (1) in the payment of the principal of or any premium or
         interest on any Security, 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.

         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.


SECTION 514. Undertaking for Costs.

         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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Art; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


SECTION 515. Waiver of Usury, Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, 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. 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.


SECTION 602. Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(3), 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


                                      -27-
<PAGE>
event which is, or after notice or lapse of time or both would become, an Event
of Default. Except in the case of the Default described in Section 501(4) or
501(5), the Trustee may withhold such notice if and so long, as a Responsible
Officer in good faith determines that the withholding of such notice is in the
interests of the Holders. The Trustee shall not be charged with knowledge of any
Default or Event of Default unless a Responsible Officer shall have actual
knowledge of the Default. The second sentence of this Section shall be in lieu
of the proviso to TIA Section 315(b). Said proviso is hereby expressly excluded
from this Indenture, as permitted by the TIA.


SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (1) the Trustee may conclusively 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, 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;

                  (2) 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 shall be sufficiently
         evidenced by a Board Resolution;

                  (3) 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, conclusively rely upon an
         Officers' Certificate;

                  (4) the Trustee may consult with counsel and the 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;

                  (5) 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 security or indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction;

                  (6) 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, at the sole cost of the Company and shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation;

                  (7) 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.


                                      -28-
<PAGE>
                  (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (9) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other Person employed to act hereunder; and

                  (10) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.


SECTION 604. 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 neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


SECTION 605. 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.


SECTION 606. 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.


SECTION 607. Compensation and Reimbursement.

         The Company agrees

                  (1) to pay to the Trustee from time to time such compensation
         for all services rendered by it hereunder as the Company and the
         Trustee shall from time to time agree in writing (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


                                      -29-
<PAGE>
         such expense, disbursement or advance as may be attributable to its
         negligence, bad faith or willful misconduct; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence,
         bad faith or willful misconduct 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.

         The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(4) or Section 501(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the termination of this
Indenture.


SECTION 608. Conflicting Interests.

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


SECTION 609. Corporate Trustee Required, Eligibility.

         There shall at all times be one (and only one) Trustee hereunder which
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in Philadelphia, Pennsylvania or New York, New York. If
any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person 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.


SECTION 610. Resignation and Removal; Appointment of Successor.

         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.

         The Trustee may resign at any time 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, at the
Company's expense, may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


                                      -30-
<PAGE>
         The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

      If at any time:

                  (1) the Trustee shall fail to comply with Section 608 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

                  (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, (A) the Company by a Board Resolution may remove the
Trustee, or (B) 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 and the appointment of a successor Trustee.

         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, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee 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 shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities 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 and
supersede the successor Trustee appointed by the Company. If no successor
Trustee 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 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.

         The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


SECTION 611. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder 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.


                                      -31-
<PAGE>
         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.

         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.


SECTION 612. 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.


SECTION 613. Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


SECTION 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon 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 and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to


                                      -32-
<PAGE>
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 anytime 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 of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

                  This is one of the Securities in the within-mentioned
Indenture.


                  Dated:______________________


                                 THE BANK OF NEW YORK,
                                                        As Trustee


                                 By.............................................
                                            As Authenticating Signatory


                                 By.............................................
                                                   Authorized Officer



                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

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


                                      -33-
<PAGE>
                  (1) quarterly, not more than 15 days after each Regular Record
         Date, a list, in such form as the Trustee may reasonably require, of
         the names and addresses of the Holders as of such Regular Record Date,
         and

                  (2) 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 in its
capacity as Security Registrar.


SECTION 702. Preservation of Information:  Communications to Holders.

         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
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights, and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

        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 any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


SECTION 703. Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 15 in each calendar year,
commencing in 2002.

         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 and
of any delisting thereof.


SECTION 704. Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.


                                      -34-
<PAGE>
      Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 705. Statement by Officers as to Default.

      The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                  ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801. 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, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

            (1) in case the Company shall consolidate with or merge into another
      Person. or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the Person formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases the properties and
      assets of the Company substantially as an entirety shall be a corporation,
      partnership or trust, shall be organized and validly 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 any premium
      and interest on all the Securities and the performance or observance of
      every covenant of this Indenture on the part of the Company to be
      performed or observed;

            (2) immediately after giving effect to such transaction and treating
      any Indebtedness which becomes an obligation of the Company or any
      Subsidiary as a result of such transaction as having been incurred by the
      Company or such Subsidiary at the time of 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;

            (3) if, as a result of any such consolidation or merger or such
      conveyance, transfer or lease, properties or assets of the Company would
      become subject to a mortgage, pledge, lien, security interest or other
      encumbrance which would not be permitted by this Indenture, the Company or
      such successor Person, as the case may be, shall take such steps as shall
      be necessary effectively to secure the Securities equally and ratably with
      (or prior to) all Indebtedness secured thereby; and

            (4) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or


                                      -35-
<PAGE>
      lease and, if a supplemental indenture is required in connection with such
      transaction, such supplemental indenture comply with this Article and that
      all conditions precedent herein provided for relating to such transaction
      have been complied with.


SECTION 802. Successor Substituted.

      Upon any consolidation of the Company with, or merger of 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.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901. 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 Person 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 or to surrender any right or power herein conferred upon the
      Company; or

            (3) to add any additional Events of Default for the benefit of
      the Holders; 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 uncertificated form; or

            (5) to add to, change or eliminate any of the provisions of this
      Indenture, provided that any such addition, change or elimination (A)
      shall neither (i) apply to any Security created prior to the execution of
      such supplemental indenture and entitled to the benefit of such provision
      nor (ii) modify the rights of the Holder of any such Security with respect
      to such provision or (B) shall become effective only when there is no such
      Security Outstanding; or

            (6) subject to Section 1312, to make any change in Article Thirteen
      that would limit or terminate the benefits available to any holder of
      Senior Indebtedness under such Article; or

            (7) to evidence and provide for the acceptance of appointment
      hereunder of a successor Trustee; or


                                      -36-
<PAGE>
            (8) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture, provided that such action pursuant
      to this Clause (8) shall not adversely affect the interests of the Holders
      in any material respect.


SECTION 902. 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, 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 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
      installment of interest on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable upon the
      redemption thereof, or reduce the amount of the principal of any Security
      which would be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 502, or change the place of payment
      where, or the coin or currency in which, any Security or any premium or
      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, the consent of whose Holders is required for any such
      supplemental indenture, or 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 1011, 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 1011, or the deletion of this proviso, in accordance with the
      requirements of Sections 611 and 901(7).

      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


SECTION 903. 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 shall be entitled to 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.


                                      -37-
<PAGE>
SECTION 904. 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.


SECTION 905. Conformity with Trust Indenture Act.

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


SECTION 906. Reference in Securities to Supplemental Indentures.

      Securities 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 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.


                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001. Payment of Principal, Premium and Interest.

      The Company covenants and agrees that it will duly and punctually pay the
principal of and any premium and interest on the Securities in accordance with
the terms of the Securities and this Indenture.


SECTION 1002. Maintenance of Office or Agency.

      The Company will maintain in New York, New York an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. 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 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 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 all office or agency in New York, New York
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.


                                      -38-
<PAGE>
SECTION 1003. Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent, it will, on
or before each due date of the principal of or any premium or interest on any of
the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and
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, it will, prior
to each due date of the principal of or any premium or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, 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 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) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and (2) during the continuance of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
in respect of the Securities, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent as such.

      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 or any premium or
interest on any Security and remaining unclaimed for two years after such
principal, premium 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 New York, 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.


SECTION 1004. Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in


                                      -39-
<PAGE>
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.


SECTION 1005. Existence.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; 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 thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders,


SECTION 1006. Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


SECTION 1007. 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 or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, 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 or any Subsidiary; 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.


SECTION 1008. Limitation on Senior Indebtedness; Appraisals.

      The Company will not incur any Senior Indebtedness if at the time of such
incurrance the amount of all Senior Indebtedness then outstanding and giving
effect to such proposed incurrance would exceed ten percent (10%) of value of
the Company's assets as measured by the most recent appraisal. The Company shall
have prepared an appraisal of its assets not less frequently than annually,
conducted by an appraiser which is not an Affiliate of the Company.


SECTION 1009. Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
901(2) for the benefit of the Holders or in any of Sections 1005 to 1008,
inclusive, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall


                                      -40-
<PAGE>
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES




SECTION 1101. Right of Redemption.

      The Securities may be redeemed at the election of the Company, as a whole
or from time to time in part, at any time, at the Redemption Price specified in
the form of Security set forth in Section 203 herein, together with accrued
interest to the Redemption Date. Any such redemption of Securities at the
election of the Company shall be made in accordance with this Article.


SECTION 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of less than all the Securities, 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 in
writing of such Redemption Date and of the principal amount of Securities to be
redeemed.


SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by lot by the Trustee, which may provide for the
selection for redemption of portions (equal to $1,000 or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than
$1,000.

      The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Securities selected for redemption as aforesaid and, in case
of any Securities selected for partial redemption as aforesaid, the principal
amount hereof 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.

SECTION 1104. 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,


                                      -41-
<PAGE>
            (2) the Redemption Price,

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

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (5) the place or places where each such Security is to be
      surrendered for payment of the Redemption Price, and

            (6) the CUSIP number, if any.

    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 written request
delivered at least 15 days prior to the date such notice is to be given (unless
a shorter period shall be acceptable to the Trustee), by the Trustee in the name
and at the expense of the Company and shall be irrevocable.


SECTION 1105. 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.


SECTION 1106. 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 will 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 any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.


SECTION 1107. Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
an office or agency of the Company designated for that purpose pursuant to
Section 1002 (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 duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or


                                      -42-
<PAGE>
Securities, 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.


                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1201. Company's Option to Effect Defeasance or Covenant Defeasance.

      The Company may elect, at its option at any time, to have Section 1202 or
Section 1203 applied to any Securities upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution.


SECTION 1202. Defeasance and Discharge.

      Upon the Company's exercise of its option to have this Section applied to
any Securities, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by such Securities 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), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's obligations with respect to such Securities under
Sections 304, 305, 306,1002 and 1003, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article. Subject to compliance
with this Article, the Company may exercise its option to have this Section
applied to any Securities notwithstanding the prior exercise of its option to
have Section 1203 applied to such Securities.


SECTION 1203. Covenant Defeasance.

      Upon the Company's exercise of its option to have this Section applied to
any Securities, (1) the Company shall be released from its obligations under
Section 801(3), Section 1006, Section 1007, Section 1008, and any covenants
provided pursuant to Section 901(2) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(3)
(with respect to any of Section 801(3), Sections 1006, 1007 and 1008, and any
such covenants provided pursuant to Section 901(2) shall be deemed not to be or
result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1204 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
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 specified Section (to
the extent so specified in the case of Section 501(3)), 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.


                                      -43-
<PAGE>
SECTION 1204. Conditions to Defeasance or Covenant Defeasance.

    The following shall be the conditions to the application of Section 1202 or
Section 1203 to any Securities:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee which satisfies the
      requirements contemplated by Section 609 and agrees to comply with the
      provisions of this Article 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 benefits 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, in each case sufficient, 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 any such other
      qualifying trustee) to pay and discharge, the principal of and any premium
      and interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Indenture and such Securities. As used
      herein, "U.S. Government Obligation" means (x) any security which is (i) a
      direct obligation of the United States of America for the payment of which
      the full faith and credit of the United States of America is pledged or
      (ii) an obligation 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 (i) or
      (ii), is not callable or redeemable at the option of the issuer thereof,
      and (y) any depositary receipt issued by a bank (as defined in Section
      31(a)(2) of the Securities Act) as custodian with respect to any U.S.
      Government Obligation which is specified in Clause (x) above and held by
      such bank for the account of the holder of such depositary receipt, or
      with respect to any specific payment of principal of or interest on any
      U.S. Government Obligation which is so specified and held, 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 depositary receipt
      from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of principal or interest
      evidenced by such depositary receipt.

            (2) In the event of an election to have Section 1202 apply to any
      Securities, the Company shall have delivered to the Trustee an Opinion of
      Counsel stating that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the date
      of this instrument, there has been a change in the applicable Federal
      income tax law, in either case (A) or (B) to the effect that, and based
      thereon such opinion shall confirm that, the Holders of such Securities
      will not recognize gain or loss for Federal income tax purposes as a
      result of the deposit, Defeasance and discharge to be effected with
      respect to such Securities and will be subject to Federal income tax on
      the same amount, in the same manner and at the same times as would be the
      case if such deposit, Defeasance and discharge were not to occur.

            (3) In the event of an election to have Section 1203 apply to any
      Securities, the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that the Holders of such Securities will not
      recognize gain or loss for Federal income tax purposes as a result of the
      deposit and Covenant Defeasance to be effected with respect to such
      Securities and will be subject to Federal income tax on the same amount,
      in the same manner and at the same times as would be the case if such
      deposit and Covenant Defeasance were not to occur.


                                      -44-
<PAGE>
            (4) The Company shall have delivered to the Trustee an Officer's
      Certificate to the effect that such Securities, if then listed on any
      securities exchange, will not be delisted as a result of such deposit.

            (5) No event which is, or after notice or lapse of time or both
      would become, an Event of Default with respect to such Securities or any
      other Securities shall have occurred and be continuing at the time of such
      deposit or, with regard to any such event specified in Sections 501(4) and
      (5), at any time on or prior to the 90th day after the date of such
      deposit (it being understood that this condition shall not be deemed
      satisfied until after such 90th day).

            (6) Such Defeasance or Covenant Defeasance shall not cause the
      Trustee to have a conflicting interest within the meaning of the Trust
      Indenture Act (assuming all Securities are in default within the meaning
      of such Act).

            (7) Such Defeasance or Covenant Defeasance shall not result in a
      breach or violation of, or constitute a default under, any other agreement
      or instrument to which the Company is a party or by which it is bound.

            (8) Such Defeasance or Covenant Defeasance shall not result in the
      trust arising from such deposit constituting an investment company within
      the meaning of the Investment Company Act unless such trust shall be
      registered under such Act or exempt from registration thereunder.

            (9) The Company shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent with respect to such Defeasance or Covenant Defeasance have been
      complied with.


SECTION 1205. Deposited Money and U.S. Government Obligations to Be Held in
Trust; 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 (solely for purposes of this Section and
Section 1206, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1204 in respect of any
Securities 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 such Paying Agent (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 any premium and interest, but money so held in trust 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 U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

      Anything in this Article 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 1204 with
respect to any Securities which, in the opinion of a nationally 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


                                      -45-
<PAGE>
then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


SECTION 1206. Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1202 or 1203 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1205 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES


SECTION 1301. Securities Subordinate to Senior Indebtedness.

      The Company covenants and agrees, and each Holder, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to the provisions of Article
Four), the indebtedness represented by the Securities and the payment of the
principal of, or interest (including Defaulted Interest, if any) on, each and
all of the Securities (including, but not limited to, the Redemption Price with
respect to Securities to be called for redemption in accordance with Article
Eleven), are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness.


SECTION 1302. No Payment in Certain Circumstances, Payment over of Proceeds
upon Dissolution, Etc.

      No payment shall be made with respect to the principal of or interest
(including Defaulted Interest, if any) on the Securities (including, but not
limited to, the Redemption Price with respect to the Securities to be called for
redemption in accordance with Article Eleven), except payments and distributions
made by the Trustee as permitted by Section 1309, if:

            (i) a default in the payment of principal, premium, if any, or
interest (including a default under any repurchase or redemption obligation) or
other amounts with respect to any Senior Indebtedness occurs and is continuing
(or, in the case of Senior Indebtedness for which there is a period of grace, in
the event of such a default that continues beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness) unless
and until such default shall have been cured or waived or shall have ceased to
exist; or

            (ii) any other event of default occurs and is continuing with
respect to Senior Indebtedness that then permits holders of such Senior
Indebtedness to accelerate its maturity and the Trustee receives a notice of the
default (a "Payment Blockage Notice") from a representative or holder of Senior
Indebtedness or the Company.


                                      -46-
<PAGE>
      If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice, and (B) all scheduled payments of principal, premium, if any,
and interest on the Securities that have come due have been paid in full in
cash. No nonpayment default that exited or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, as
the basis for a subsequent Payment Blockage Notice.

      The Company may and shall resume payments on and distributions in respect
of the Securities upon the earlier of:

      (a) in the case of a default referred to in clause (i) above, the date
upon which the default is cured or waived or ceases to exist, or

      (b) in the case of default referred to in clause (ii) above, the date upon
which the default is cured or waived or ceases to exist or 179 days pass after
notice is received if the maturity of such Senior Indebtedness has not been
accelerated, unless this Article Thirteen otherwise prohibits the payment or
distribution at the time of such payment or distribution.

      In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness in cash before the Holders of the Securities are entitled to
receive any payment on account of principal of (or premium, if any) or interest
on the Securities, and to that end the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment thereof any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in respect of the Securities in any such
case, proceeding, dissolution, liquidation or other winding up or event.

      In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, before all Senior Indebtedness is
paid in full, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

      For purposes of this Article only, the words "cash, securities or other
property" shall not be deemed to include shares of Capital Stock of the Company
as reorganized or readjusted, or securities of the company or any other
corporation provided for by a plan of reorganization or readjustment, which
shares of stock or securities are subordinated in right of payment to all then
outstanding Senior Indebtedness to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article. The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the


                                      -47-
<PAGE>
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article Eight shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger conveyance or transfer, comply with the conditions set
forth in Article Eight.

      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or Holder of any Security prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made know to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company, in the case of the Trustee, or the Trustee, in the
case of such Holder.


SECTION 1303. Prior Payment to Senior Indebtedness upon Acceleration of the
Securities.

      In the event of the acceleration of the Securities because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Securities in respect of the principal of, premium, if any, or interest on
the Securities (including, but not limited to, the Redemption Price with respect
to the Securities called for redemption in accordance with Article Eleven),
except payments and distributions made by the Trustee as permitted by Section
1309, until all Senior Indebtedness has been paid in full in cash or other
payment satisfactory to the holders of Senior Indebtedness or such acceleration
is rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness of the acceleration.


SECTION 1304. Payment Permitted If No Default.

      Nothing contained in this Article or elsewhere in this Indenture or in the
Securities shall prevent (a) the Company, at any time except during the pendency
of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1302, or during the
circumstances referred to in the first paragraph of Section 1301, or under the
conditions described in Section 1303, from making payments at any time of
principal of or interest on the Securities, or (b) the application by the
Trustee of any money deposited with it hereunder to the payment of or on account
of the principal of or interest on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.


SECTION 1305. Subrogation to Rights of Holders of Senior Indebtedness.

      Subject to the payment in full of all Senior Indebtedness, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by Holders or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders,


                                      -48-
<PAGE>
be deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.


SECTION 1306. Provisions Solely to Define Relative Rights.

      The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (i) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; (ii) affect the
relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness; or (iii)
prevent the Trustee or the Holder of any Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders payable or deliverable
to the Trustee or such Holder.


SECTION 1307. Trustee to Effectuate Subordination.

      Each Holder of a Security, by its acceptance thereof, authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.


SECTION 1308. No Waiver of Subordination Provisions.

      No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture regardless of any knowledge thereof any such holder may have
or be otherwise be charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time, and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.


SECTION 1309. Notice to Trustee.

      The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof


                                      -49-
<PAGE>
from the Company or a representative or a holder of Senior Indebtedness and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 1309 at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including Defaulted Interest, if any) on the Securities), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may received by it within one Business Day prior to
such date.

      Notwithstanding anything in this Article Thirteen to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 401, and any such payment shall not be subject to the
provisions of Section 1302 or 1303.

      Subject to the provisions of Section 601, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a representative or holder of Senior Indebtedness to establish that such
notice has been given by a Representative or a holder of Senior Indebtedness. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person as a holder of Senior Indebtedness
to participate in any payment or distribution pursuant to this reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of Trustee
may defer any payment to such Person pending judicial determination as to the
eight of such Person to receive such payment.


SECTION 1310. Reliance on Judicial Order or Certificate of Liquidating Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon an order or decree
entered by an court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy , receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payment thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.


SECTION 1311. Trustee Not Fiduciary for Holders of Senior Indebtedness.

      The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.


SECTION 1312. Reliance by Holders of Senior Indebtedness on Subordination
Provisions.

      Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired


                                      -50-
<PAGE>
before or after the issuance of the Securities, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness, and no amendment to modification of the provisions
contained herein shall diminish the rights of such holders of Senior
Indebtedness unless such holders shall have agreed in writing thereto.


SECTION 1313. Rights of Trustee as Holders of Senior Indebtedness;
Preservation of Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

      Nothing in this Article shall apply to claim of, or payments to, the
Trustee under or pursuant to Section 607.


SECTION 1314. Article Applicable to Paying Agents.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying
Agents were named in this Article in addition to or in place of the Trustee;
provided, however, that Section 1313 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.


                                      -51-
<PAGE>
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 as of the day and year first above written.



                                          CAREY INSTITUTION PROPERTIES
                                          INCORPORATED



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


                                          THE BANK OF NEW YORK



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



                                      -52-