CHASE MANHATTAN CORP /DE/, S-3, EX-4.1, 2000-12-29

CHASE MANHATTAN CORP /DE/
S-3, EX-4.1, 2000-12-29
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<PAGE> 1
EXHIBIT 4.1

================================================================================

INDENTURE

between

J.P. MORGAN & CO. INCORPORATED

and

FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Trustee

Dated as of November , 1996

Junior Subordinated Debt Securities

================================================================================
<PAGE> 2
TABLE OF CONTENTS 1/

<TABLE>
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Page
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS

Purpose of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Compliance with legal requirements . . . . . . . . . . . . . . . . . . . . . . . . 1

Purpose of and consideration for Indenture . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

Definitions
-----------

SECTION 1.01 Certain terms defined in the Trust Indenture Act of 1939,
as amended, or by reference therein in the Securities
Act of 1933, as amended, to have the meanings assigned
therein . . . . . . . . . . . . . . . . . . . . . . . 2

Authenticating Agent . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . 3
Certificate . . . . . . . . . . . . . . . . . . . . . . . 3
Common Securities . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . 3
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Declaration of Trust . . . . . . . . . . . . . . . . . . 3
Default . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . . . . . . . . . 4
Derivative Obligations . . . . . . . . . . . . . . . . . 4
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
European Communities . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . 4
</TABLE>

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

1/ This Table of Contents does not constitute part of the
Indenture and should not have any bearing upon the interpretation of
any of its terms or provisions.

i
<PAGE> 3

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Global Security . . . . . . . . . . . . . . . . . . . . . 4
Governmental Obligations . . . . . . . . . . . . . . . . 5
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . 5
Interest Payment Date . . . . . . . . . . . . . . . . . . 5
JPM Capital Trust . . . . . . . . . . . . . . . . . . . . 5
Officers' Certificate . . . . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . . . 6
Outstanding . . . . . . . . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . . . . . . . 7
Preferred Securities . . . . . . . . . . . . . . . . . . 7
Property Trustee . . . . . . . . . . . . . . . . . . . . 7
Responsible Officer . . . . . . . . . . . . . . . . . . . 7
Security or Securities . . . . . . . . . . . . . . . . . 7
Security Exchange . . . . . . . . . . . . . . . . . . . . 7
Securityholder . . . . . . . . . . . . . . . . . . . . . 7
Senior Indebtedness . . . . . . . . . . . . . . . . . . . 8
Stated Maturity . . . . . . . . . . . . . . . . . . . . . 8
Subordinated Indebtedness . . . . . . . . . . . . . . . . 8
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act . . . . . . . . . . . . . . . . . . . 9

ARTICLE II

Issue, Description, Terms, Execution
------------------------------------
Registration and Exchange of Securities
---------------------------------------

SECTION 2.01 Designation, terms, amount, authentication and delivery of
Securities . . . . . . . . . . . . . . . . . . . . . 9

SECTION 2.02 Form of Securities and Trustee's certificate . . . . . . 11

SECTION 2.03 Date and denominations of Securities and provisions for
payment of principal, premium and interest . . . . . 11

SECTION 2.04 Execution of Securities . . . . . . . . . . . . . . . . . 14

SECTION 2.05 Exchange of Securities . . . . . . . . . . . . . . . . . 15

(a) Registration and transfer of Securities . . . . . . . 15
</TABLE>

ii
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<TABLE>
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(b) Securities to be accompanied by proper instruments of
transfer . . . . . . . . . . . . . . . . . . . . 15

(d) Restrictions on transfer or exchange at time of
redemption . . . . . . . . . . . . . . . . . . . 16

SECTION 2.06 Temporary Securities . . . . . . . . . . . . . . . . . . 17

SECTION 2.07 Mutilated, destroyed, lost or stolen Securities . . . . . 17

SECTION 2.08 Cancelation of surrendered Securities . . . . . . . . . .
18

SECTION 2.09 Provisions of Indenture and Securities for sole benefit of
parties and Securityholders . . . . . . . . . . . . . 19

SECTION 2.10 Appointment of Authenticating Agent . . . . . . . . . . . 19

SECTION 2.11 Global Security . . . . . . . . . . . . . . . . . . . . . 20

(a) Authentication and Delivery; Legend . . . . . . . . . 20

(b) Transfer of Global Security . . . . . . . . . . . . . 20

SECTION 2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE III

Redemption of Securities and
-----------------------------
Sinking Fund Provisions
-----------------------

SECTION 3.01 Redemption of Securities . . . . . . . . . . . . . . . . 22
</TABLE>

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SECTION 3.02 (a) Notice of redemption . . . . . . . . . . . . . . . . 22

(b) Selection of Securities in case less than all
Securities to be redeemed . . . . . . . . . . . . 23

SECTION 3.03 (a) When Securities called for redemption become due and
payable . . . . . . . . . . . . . . . . . . . . . 23

(b) Receipt of new Security upon partial payment . . . . 24

SECTION 3.04 Sinking Fund for Securities . . . . . . . . . . . . . . . 24

SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities . . 24

SECTION 3.06 Redemption of Securities for Sinking Fund . . . . . . . . 25

ARTICLE IV

Particular Covenants of the Company
-----------------------------------

SECTION 4.01 Payment of principal of (and premium, if any) and interest
on Securities . . . . . . . . . . . . . . . . . . . . 25

SECTION 4.02 Maintenance of office or agency for payment of Securities,
designation of office or agency for payment,
registration, transfer and exchange of Securities . . 26

SECTION 4.03 (a) Duties of payment agent . . . . . . . . . . . . . . . 26

(b) Company as payment agent . . . . . . . . . . . . . . 27

SECTION 4.04 Appointment to fill vacancy in office of Trustee . . . . 27
</TABLE>

iv
<PAGE> 6

ARTICLE V

Securityholders' Lists and Reports
by the Company and the Trustee

<TABLE>
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SECTION 5.01 Company to furnish Trustee information as to names and
addresses of Securityholders . . . . . . . . . . . . 28

SECTION 5.02 Trustee's Treatment of Securityholders' List

(a) Trustee to preserve information as to names and
addresses of Securityholders received by it in
capacity of payment agent . . . . . . . . . . . . 28

(b) Trustee may destroy list of Securityholders on certain
conditions . . . . . . . . . . . . . . . . . . . 28

(c) Trustee to make information as to names and addresses
of Securityholders available to "applicants" or
mail communications to Securityholders in certain
circumstances . . . . . . . . . . . . . . . . . . 28

(d) Procedure if Trustee elects not to make information
available to applicants . . . . . . . . . . . . . 29

(e) Company and Trustee not accountable for disclosure of
information . . . . . . . . . . . . . . . . . . . 30

SECTION 5.03 Reports filed by Company

(a) Annual and other reports to be filed by Company with
Trustee . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

v
<PAGE> 7

<TABLE>
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(b) Additional information and reports to be filed with
Trustee and Securities and Exchange Commission . 30

(d) Annual Certificate to be furnished to Trustee . . . . 31

SECTION 5.04 Reports Transmitted by Trustee

(a) Trustee to transmit annual report to Securityholders 31

(b) Trustee to transmit certain further reports to
Securityholders . . . . . . . . . . . . . . . . . 32

ARTICLE VI

Remedies of the Trustee and Securityholders
-------------------------------------------
on Event of Default
-------------------

SECTION 6.01 (a) Events of Default defined . . . . . . . . . . . . . . 33

(b) Acceleration of maturity upon Event of Default . . . 35

(d) Restoration of former position and rights upon curing
default . . . . . . . . . . . . . . . . . . . . . 36

(e) Certain rights of holders of Preferred Securities . . 36
</TABLE>

vi
<PAGE> 8

<TABLE>
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SECTION 6.02 (a) Covenant of Company to pay to Trustee whole amount due
on Securities on Default in payment of interest or
principal (and premiums, if any) . . . . . . . . 37

(b) Trustee may recover judgment for whole amount due on
Securities on failure of Company to pay . . . . . 37

(d) Rights of action and of asserting claims may be
enforced by Trustee without possession of
Securities . . . . . . . . . . . . . . . . . . . 38

SECTION 6.03 Application of moneys collected by Trustee . . . . . . . 39

SECTION 6.04 Limitation on suits by holders of Securities . . . . . . 39

SECTION 6.05 (a) Remedies cumulative . . . . . . . . . . . . . . . . . 40

(b) Delay or omission in exercise of rights not waiver of
default . . . . . . . . . . . . . . . . . . . . . 40

SECTION 6.06 Rights of holders of majority in principal amount of
Securities to direct Trustee and to waive defaults . 41

SECTION 6.07 Trustee to give notice of defaults known to it, but may
withhold in certain circumstances . . . . . . . . . . 42

SECTION 6.08 Requirements of an undertaking to pay costs in certain
suits under Indenture or against Trustee . . . . . . 43
</TABLE>

vii
<PAGE> 9

ARTICLE VII

Concerning the Trustee

<TABLE>
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SECTION 7.01 Trustee Conduct:

(a) Upon Event of Default occurring and continuing,
Trustee shall exercise powers vested in it, and
use same degree of care and skill in their
exercise, as prudent individual would use . . . . 43

(b) Trustee not relieved from liability for negligence or
wilful misconduct except as provided in this
Section . . . . . . . . . . . . . . . . . . . . . 44

(1) Prior to Event of Default and after the curing of
all Events of Default which may have occurred . . 44

(i) Trustee not liable except for performance of
duties specifically set forth . . . . . . . . . . 44

(ii) In absence of bad faith, Trustee may conclusively
rely on certificates or opinions furnished it
hereunder, subject to duty to examine the same if
specifically required to be furnished to it . . . 44

(2) Trustee not liable for error . . . . . . . . . . 44

(3) Trustee not liable for actions taken at the
direction of holders . . . . . . . . . . . . . . 44
</TABLE>

viii
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<TABLE>
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(4) Trustee not required to expend funds in certain
circumstances without indemnity . . . . . . . . . 45

(5) Liability provisions are subject to Article VII . 45

SECTION 7.02 Subject to provisions of Section 7.01:

(a) Trustee may rely on documents believed genuine and
properly signed or presented . . . . . . . . . . 45

(b) Sufficient evidence by certain instruments provided
for . . . . . . . . . . . . . . . . . . . . . . . 45

(d) Trustee may require indemnity from Securityholders . 46

(e) Trustee not liable for actions in good faith believed
to be authorized . . . . . . . . . . . . . . . . 46

(f) Prior to Event of Default, Trustee not bound to
investigate facts or matters stated in
certificates, etc. unless requested in writing by
Securityholders . . . . . . . . . . . . . . . . . 46

(g) Trustee may act through agents . . . . . . . . . . . 47

SECTION 7.03 (a) Trustee not liable for recitals in Indenture or in
Security . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

ix
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<TABLE>
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(b) No representations by Trustee as to validity of
Indenture or of Securities . . . . . . . . . . . 47

SECTION 7.04 Trustee, paying agent or Security Registrar may own
Securities . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7.05 Moneys received by Trustee to be held in trust without
interest . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7.06 (a) Trustee entitled to compensation, reimbursement and
indemnity . . . . . . . . . . . . . . . . . . . . 47

(b) Obligations to Trustee to be secured by lien prior to
Securities . . . . . . . . . . . . . . . . . . . 48

SECTION 7.07 Right of Trustee to rely on certificate of officers of
Company where other evidence specifically prescribed 48

SECTION 7.08 (a) Trustee acquiring conflicting interest to eliminate
conflict or resign . . . . . . . . . . . . . . . 49

(b) Notice to Securityholders in case of failure to comply
with subsection (a) . . . . . . . . . . . . . . . 49

(d) Definitions of certain terms . . . . . . . . . . . . 54

(e) Calculation of percentages of Securities . . . . . . 55
</TABLE>

x
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<TABLE>
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(f) Trustee resignation not required under certain
circumstances . . . . . . . . . . . . . . . . . . 56

SECTION 7.09 Requirements for eligibility of Trustee . . . . . . . . . 57

SECTION 7.10 (a) Resignation of Trustee and appointment of
successor . . . . . . . . . . . . . . . . . . . . 57

(b) Removal of Trustee by Company or by court on
Securityholders' application . . . . . . . . . . 58

(d) Time when resignation or removal of Trustee effective 59

(e) One Trustee for each
series . . . . . . . . . . . . . . . . . . . . 59

SECTION 7.11 (a) Acceptance by successor to Trustee . . . . . . . . . 59

(b) Trustee with respect to less than all series . . . . 59

(d) Successor Trustee to be qualified . . . . . . . . . . 61

(e) Notice of succession . . . . . . . . . . . . . . . . 61

SECTION 7.12 Successor to Trustee by merger, consolidation or succession
to business . . . . . . . . . . . . . . . . . . . . . 61

SECTION 7.13 (a) Limitations on rights of Trustee as a creditor to
obtain payment of certain

</TABLE>

xi
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<TABLE>
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claims within four months prior to default
or during default, or to realize on property
as such creditor thereafter . . . . . . . . . . . . . 61

(b) Certain creditor relationships excluded . . . . . . . 65

ARTICLE VIII

Concerning the Securityholders
------------------------------

SECTION 8.01 Evidence of action by Securityholders . . . . . . . . . . 66

SECTION 8.02 Proof of execution of instruments and of holding of
Securities . . . . . . . . . . . . . . . . . . . . . 67

SECTION 8.03 Who may be deemed owners of Securities . . . . . . . . . 68

SECTION 8.04 Securities owned by Company or controlled or controlling
companies disregarded for certain purposes . . . . . 68

SECTION 8.05 Instruments executed by Securityholders bind future holders 69

ARTICLE IX

Supplemental Indentures
------------------------

SECTION 9.01 Purposes for which supplemental indenture may be entered
into without consent of Securityholders . . . . . . . 69

SECTION 9.02 Modification of Indenture with consent of Securityholders 71
</TABLE>

xii
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<TABLE>
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SECTION 9.03 Effect of supplemental indentures . . . . . . . . . . . . 73

SECTION 9.04 Securities may bear notation of changes by supplemental
indentures . . . . . . . . . . . . . . . . . . . . . 74

SECTION 9.05 Opinion of Counsel . . . . . . . . . . . . . . . . . . . 74

SECTION 9.06 Waiver of Compliance by holders of Securities . . . . . . 74

SECTION 9.07 Fixing of record dates . . . . . . . . . . . . . . . . . 74

ARTICLE X

Consolidation, Merger, Sale or Conveyance
-----------------------------------------

SECTION 10.01 Company may consolidate, etc. only on certain terms . . . 75

SECTION 10.02 Successor corporation substituted . . . . . . . . . . . . 75

SECTION 10.03 Opinion of Counsel . . . . . . . . . . . . . . . . . . . 76

ARTICLE XI

Satisfaction and Discharge of Indenture;
----------------------------------------
Unclaimed Moneys
----------------

SECTION 11.01 Satisfaction and discharge of Indenture . . . . . . . . . 76

SECTION 11.02 Application by Trustee of funds deposited for payments of
Securities . . . . . . . . . . . . . . . . . . . . . 79

SECTION 11.03 Application by Trustee of funds deposited for payment of
Securities . . . . . . . . . . . . . . . . . . . . . 80

SECTION 11.04 Repayment of moneys held by paying agent . . . . . . . . 80
</TABLE>

xiii
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<TABLE>
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SECTION 11.05 Repayment of moneys held by Trustee . . . . . . . . . . . 80

ARTICLE XII

Immunity of Incorporators, Stockholders,
----------------------------------------
Officers and Directors
----------------------

SECTION 12.01 Incorporators, stockholders, officers and directors of
Company exempt from individual liability . . . . . . 81

ARTICLE XIII

Miscellaneous Provisions
------------------------

SECTION 13.01 Successors and assigns of Company bound by Indenture . . 81

SECTION 13.02 Acts of board, committee or officer of successor company
valid . . . . . . . . . . . . . . . . . . . . . . . . 82

SECTION 13.03 Surrender of powers of Company . . . . . . . . . . . . . 82

SECTION 13.04 Required notices or demands may be served by mail . . . . 82

SECTION 13.05 Indenture and Securities to be construed in accordance with
laws of the State of New York . . . . . . . . . . . . 82

SECTION 13.06 (a) Officers' Certificate and Opinion of Counsel to be
furnished upon applications or demands by Company 82

(b) Statements to be included in each certificate or
opinion with respect to compliance with condition
or covenant . . . . . . . . . . . . . . . . . . . 83

SECTION 13.07 Payments due on Sundays or holidays . . . . . . . . . . . 83
</TABLE>

xiv
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<TABLE>
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SECTION 13.08 Provisions required by Trust Indenture Act of 1939 to
control . . . . . . . . . . . . . . . . . . . . . . . 83

SECTION 13.09 Execution of Indenture in Counterparts . . . . . . . . . 83

SECTION 13.10 Separability of Indenture provisions . . . . . . . . . . 83

SECTION 13.11 Assignment by Company to subsidiary . . . . . . . . . . . 84

SECTION 13.12 Holders of Preferred Securities as third party
beneficiaries of this Indenture; holders of Preferred
Securities may institute legal proceedings against the
Company in certain cases . . . . . . . . . . . . . . 84

ARTICLE XIV

Subordination of Securities
----------------------------

SECTION 14.01 Agreement to Subordinate . . . . . . . . . . . . . . . . 84

SECTION 14.02 Payment over of proceeds upon dissolution, etc. . . . . . 85

SECTION 14.03 Trustee to effectuate subordination . . . . . . . . . . . 85

SECTION 14.04 Trustee not charged with knowledge of prohibition . . . . 88

SECTION 14.05 Rights of Trustee as Holder of Senior Indebtedness . . . 90

SECTION 14.06 Trustee not fiduciary for Holders of Senior Indebtedness 91

SECTION 14.07 Article applicable to Paying Agents . . . . . . . . . . . 91

SECTION 14.08 Application by Trustee of moneys deposited with it . . . 92
</TABLE>

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SECTION 14.09 Subordination rights not impaired by acts or omissions by
the Company, holders of Senior Indebtedness and
Subordinated Indebtedness or creditors in respect of
Derivative
Obligations . . . . . . . . . . . . . . . . . . . . . 92

SECTION 14.10 Authorization of Trustee to effectivate subordination of
the Securities . . . . . . . . . . . . . . . . . . . 92

SECTION 14.11 Right of Trustee to hold Senior Indebtedness, Subordinated
Indebtedness or Derivative Obligations of the Company 93

SECTION 14.12 Article XIV not to prevent events of default . . . . . . 93

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 93

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
</TABLE>

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INDENTURE dated as of the day of November
, 1996, between J.P. MORGAN & CO. INCORPORATED, a
corporation duly organized and existing under the
laws of the State of Delaware (hereinafter sometimes
referred to as the "Company"), and FIRST TRUST OF NEW
YORK, NATIONAL ASSOCIATION, a national banking
association duly incorporated and existing under the
laws of the United States, as Trustee (hereinafter
sometimes referred to as the "Trustee").

WHEREAS, for its lawful corporate purposes, the Company has
fully authorized the execution and delivery of this Indenture to provide for
the issuance of unsecured debentures (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series in accordance with the terms of this
Indenture, as registered Securities without coupons, to be authenticated by the
certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture;

WHEREAS the Securities and the certificate of authentication
to be borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture;
and

WHEREAS all acts and things necessary to make the Securities
issued pursuant hereto, when executed by the Company and authenticated and
delivered by the Trustee in accordance with the terms of this Indenture, the
legal, valid and binding obligations of the Company, and to make this Indenture
a valid indenture and agreement of the Company in accordance with its terms,
have been done and performed or will be done and performed prior to the
issuance of such Securities, and the execution of this Indenture has been and
the issuance hereunder of the
<PAGE> 19
2

Securities has been, or will be prior to issuance, in all respects duly
authorized, and the Company, in the exercise of the legal right and power in it
vested, executes this Indenture and proposes to make, execute, issue and
deliver the Securities.

NOW, THEREFORE, in order to declare the terms and conditions
upon which the Securities are, and are to be, authenticated, issued and
delivered, and in consideration of the premises, and of the acquisition and
acceptance of the Securities by the holders thereof, the Company covenants and
agrees with the Trustee, for the equal and proportionate benefit (subject to
the provisions of this Indenture) of the respective holders from time to time
of the Securities, without any discrimination, preference or priority of any
one Security over any other by reason of priority in the time of issue, sale or
negotiation thereof, or otherwise, except as provided herein, as follows:

ARTICLE I

Definitions

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

"Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities, as the case may be,
appointed with respect to all or any series of the Securities, as the case may
be, by the Trustee pursuant to Section 2.10.
<PAGE> 20
3

"Board of Directors" means the Board of Directors of the
Company, or any committee of such Board duly authorized to act on behalf of
such Board.

"Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Company to have
been adopted or consented to by the Board of Directors and to be in full force
and effect, and delivered to the Trustee.

"Business Day", with respect to any series of Securities,
means any day other than a day on which banking institutions in the Borough of
Manhattan, the City and State of New York, are authorized or obligated by law
or executive order to close.

"Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company. The Certificate need not comply with the provisions of
Section 13.06.

"Common Securities" means the common undivided beneficial
interests in the assets of the applicable JPM Capital Trust.

"Company" means J.P. Morgan & Co. Incorporated, a corporation
duly organized and existing under the laws of the State of Delaware, and,
subject to the provisions of Article X, shall also include its successors and
assigns.

"Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at Attention of .

"Debt" of the Company means any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets.

"Declaration of Trust" means the Declaration of the JPM
Capital Trust, if any, specified in the applicable Board Resolution or
supplemental indenture establishing a particular series of Securities pursuant
to Section 2.01.
<PAGE> 21
4

"Default" means any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

"Depositary" means, with respect to Securities of any series
for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.11.

"Derivative Obligations" means obligations of the Company to
make payments on claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Derivative Obligations shall not include claims in
respect of Senior Indebtedness, Subordinated Indebtedness or obligations which,
by their terms, are expressly stated not to be superior in right of payment to
the Securities or to rank pari passu with the Securities. For purposes of
this. definition, "claim" shall have the meaning assigned thereto in Section
101(4) of the Bankruptcy Code of 1978, as amended and in effect on November 1,
1992.

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of European Communities.

"European Communities" means the European Economic Community
(the "EEC"), the European Coal and Steel Community and Eurotom.

"Event of Default" means, with respect to Securities of a
particular series, any event specified in Section 6.01(a), continued for the
period of time, if any, therein designated.

"Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.
<PAGE> 22
5

"Governmental Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of, or
interest on, any such Governmental Obligation held by such custodian for the
account of the holder of such depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of, or interest on, the Governmental Obligation
evidenced by such depositary receipt.

"Guarantee" means the guarantee, if any, that the Company may
enter into that operates directly or indirectly for the benefit of holders of
Preferred Securities issued by a JPM Capital Trust.

"Indenture" means this instrument as originally executed, or,
if amended or supplemented as herein provided, as so amended or supplemented,
including for all purposes of this instrument, as amended or supplemented, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument, as amended or supplemented.

"Interest Payment Date" when used with respect to any
installment of interest on a Security of a particular series means the date
specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

"JPM Capital Trust" means such statutory business trust
created under the laws of the State of Delaware specified in the applicable
Board Resolution or supplemental indenture establishing a particular series of
Securities
<PAGE> 23
6

pursuant to Section 2.01 and to whom such series of Securities will be sold.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice-Chairman of the Board, the President or any
Vice President and by the Treasurer or any Assistant Treasurer or the
Controller or any Assistant Controller or the Secretary or any Assistant
Secretary of the Company and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 13.06, if and to the
extent required by the provisions thereof.

"Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of, or counsel for, the Company and who
shall be satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06, if and to the extent required by the
provisions thereof.

"Outstanding", when used with reference to Securities of any
series, subject to the provisions of Section 8.01, means, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying
agent for cancelation or which have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been
set aside and segregated in trust for the holders of such Securities by the
Company (if the Company shall act as its own paying agent); provided, however,
that if such Securities or portions of such Securities are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as in
Article III provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; and (c) Securities in lieu of, or in substitution
for, which other Securities shall have been authenticated and delivered
pursuant to the terms of Section 2.07.

"Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust,
unincorporated
<PAGE> 24
7

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 2.07 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.

"Preferred Securities" means the preferred undivided
beneficial interests in the assets of the applicable JPM Capital Trust.

"Property Trustee" means the entity performing the function of
the Property Trustee under the applicable Declaration of Trust of a JPM Capital
Trust.

"Responsible Officer" when used with respect to the Trustee
means the chairman of the board of directors, the president, any vice
president, the secretary, the treasurer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing 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 his or her knowledge of, and familiarity with, the
particular subject.

"Security" or "Securities" means any Security or Securities,
as the case may be, authenticated and delivered under this Indenture.

"Security Exchange" when used with respect to the Securities
of any series which are held as trust assets of a JPM Capital Trust pursuant to
the Declaration of Trust of such JPM Capital Trust means the distribution of
the Securities of such series by such JPM Capital Trust in exchange for the
Preferred Securities and Common Securities of such JPM Capital Trust in
dissolution of such JPM Capital Trust pursuant to the Declaration of Trust of
such JPM Capital Trust.

"Securityholder", "holder of Securities", "registered holder",
or other similar term, means the person or persons in whose name or names a
particular Security
<PAGE> 25
8

shall be registered on the books of the Company kept for such purpose in
accordance with the terms of this Indenture.

"Senior Indebtedness" of the Company means the principal of,
premium, if any, and interest on: (a) all Debt of the Company, whether
outstanding on the date of execution of this Indenture or thereafter created,
assumed or incurred, except such Debt as is by its terms expressly stated to be
not superior in right of payment to the Securities or to rank pari passu with
the Securities and (b) any deferrals, renewals or extensions of any such Senior
Indebtedness; provided, however, that Senior Indebtedness shall not be deemed
to include (i) Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business to
the extent that payments made to the holders of such Debt by the holders of the
Securities under Article XIV of this Indenture would be greater than they
otherwise would have been as a result of any obligation of such holders to pay
amounts over to the obligees on such trade accounts payable or accrued
liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject; (ii) Debt which
constitutes Subordinated Indebtedness and (iii) any other debt securities
issued pursuant to this Indenture.

"Stated Maturity" when used with respect to any Security or
any installment of principal thereof [or interest thereon] means the date
specified pursuant to the terms of such Security as the date on which the
principal of such Security [or such installment of interest] is due and payable
whether at the Stated Maturity or declaration of acceleration, call for
redemption or otherwise, as such Stated Maturity may be shortened or extended
as set forth in this Indenture.

"Subordinated Indebtedness" of the Company means the principal
of, premium, if any, and interest, on Debt, whether outstanding on the date of
execution of this Indenture or thereafter created, assumed or incurred, which
Subordinated Indebtedness is by its terms expressly stated to be junior and
subordinate in right of payment to other Debt of the Company (other than the
Securities).

"Subsidiary" means any corporation, association or other
business entity of which a majority of the outstanding stock, having under
ordinary circumstances (not dependent upon the happening of a contingency)
voting power to elect a
<PAGE> 26
9

majority of the board of directors (or persons performing similar functions) of
such corporation, association or other business entity in question, is at the
time, directly or indirectly, owned or controlled by the Company or by one or
more Subsidiaries or by the Company and one or more Subsidiaries; collectively,
the "Subsidiaries".

"Trustee" means First Trust of New York, National Association,
a national banking association, and, subject to the provisions of Article
Seven, shall also include its successors and assigns, and, if at any time there
is more than one person acting in such capacity hereunder, "Trustee" shall mean
each such person. The term "Trustee" as used with respect to a particular
series of the Securities means the trustee with respect to such series.

"Trust Indenture Act", subject to the provisions of Sections
9.01 and 9.02, means the Trust Indenture Act of 1939, as amended and in effect
at the date of execution of this Indenture.

ARTICLE II

Issue, Description, Terms, Execution,
Registration and Exchange of Securities

SECTION 2.01. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series authorized in or
pursuant to one or more indentures supplemental hereto, prior to the initial
issuance of Securities of a particular series. Prior to the initial issuance
of Securities of any series, there shall be established in or pursuant to one
or more indentures supplemental hereto:

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

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon
<PAGE> 27
10

registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series);

(3) the date or dates on which the principal of the Securities
of the series is payable and the right, if any, to extend or shorten
such date or dates and the conditions, if any, to such extension;

(4) the rate or rates at which the Securities of the series
shall bear interest or the manner of calculation of such rate or
rates, if any;

(5) the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest will be payable or
the manner of determination of such Interest Payment Dates and the
record date for the determination of holders to whom interest is
payable on any such Interest Payment Dates;

(6) the right, if any, to extend or defer the interest payment
periods and the duration of such extension or deferral and the
conditions, if any, to such an extension or deferral;

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

(8) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions (including payments made in cash in anticipation
of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon which, Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;

(9) the form of the Securities of the series, including the
form of the Certificate of Authentication for the series;

(10) if other than denominations of $25 or any integral
multiple thereof, the denominations in which the Securities of the
series shall be issuable;
<PAGE> 28
11

(11) whether the Securities of the series are issuable as a
Global Security and, in such case, the identity of the Depositary for
the Securities of the series;

(12) any and all other terms with respect to the Securities of
the series (which terms shall not be inconsistent with the terms of
this Indenture);

(13) if the Securities of the series are to be deposited as
trust assets in a JPM Capital Trust, the name of the applicable JPM
Capital Trust (which shall distinguish such statutory business trust
from all other JPM Capital Trusts) into which the Securities of the
series are to be deposited as trust assets and the date of its
Declaration of Trust; and

(14) any condition to, or restriction on, the transferability
of the Securities.

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any indenture supplemental hereto.

SECTION 2.02. The Securities of any series and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which Securities of that
series may be listed, or to conform to usage.

SECTION 2.03. The Securities shall be issuable as registered
Securities and in the denominations of $25 or any integral multiple thereof,
subject to Section 2.01(10). The Securities of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in such coin or currency of the United States of
<PAGE> 29
12

America as at the time of payment is legal tender for public and private debt,
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York. Each Security shall be
dated the date of its authentication. Interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

The interest installment on any Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the
event that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date for Securities of that series and on or
prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in Section 3.03.

Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record
date by virtue of having been such holder; and such Defaulted Interest shall be
paid by the Company, at its election, as provided in clause (1) or clause (2)
below:

(1) The Company may make payment of any Defaulted Interest on
Securities to the persons in whose names such 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 such 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
<PAGE> 30
13

clause provided. Thereupon the Trustee shall fix a special record
date for the payment of such Defaulted Interest which shall not be
more than 15 nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify
the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the special record date therefor to be
mailed, first-class postage prepaid, to each Securityholder at his or
her address as it appears in the Security Register (as hereinafter
defined), 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 mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose names such
Securities (or their Predecessor Securities) are registered on such
special record date and shall be no longer payable pursuant to the
following clause (2).

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

Unless otherwise set forth in one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01, the term "regular record date" as used in this Section with
respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either (x) the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 shall occur, if such Interest Payment Date is
the first day of a month, or (y) the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 shall occur, if such Interest Payment Date is
the fifteenth day of a month, whether or not such date is a Business Day.
<PAGE> 31
14

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

SECTION 2.04. Subject to the provisions of Section 2.06, the
Securities shall be printed, lithographed or engraved on steel engraved borders
or produced by any combination of these methods or may be produced in any other
manner, as the proper officers of the Company may determine, and shall be
signed on behalf of the Company by the Chairman or Vice Chairman of its Board
of Directors or its President or one of its Vice Presidents, and its Treasurer
and Assistant Treasurer under its corporate seal attested by its Secretary or
one of its Assistant Secretaries. The signature of the Chairman, Vice
Chairman, President or a Vice President, the signature of the Treasurer or
Assistant Treasurer and/or the signature of the Secretary or an Assistant
Secretary in attestation of the corporate seal, upon the Securities, may be in
the form of a manual or facsimile signature of a present or any future
Chairman, Vice Chairman, President or Vice President and of a present or any
future Secretary or Assistant Secretary and may be imprinted or otherwise
reproduced on the Securities and for that purpose the Company may use the
manual or facsimile signature of any person who shall have been a Chairman,
Vice Chairman, President or Vice President, or of any person who shall have
been a Secretary or Assistant Secretary, notwithstanding the fact that at the
time the Securities shall be authenticated and delivered, or disposed of, such
person shall have ceased to be the Chairman, Vice Chairman, President or a Vice
President, or the Secretary or an Assistant Secretary, of the Company, as the
case may be. The seal of the Company may be in the form of a facsimile of the
seal of the Company and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.

Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
Certificate of Authentication executed by the Trustee, or by any Authenticating
Agent appointed by the Trustee with respect
<PAGE> 32
15

to such Securities, upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and made available for delivery hereunder and that the holder is
entitled to the benefits of this Indenture.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company in the form of an Officers' Certificate for the
authentication and delivery of such Securities, and the other documents
required by Section 13.06 and the Trustee, in accordance with such written
order, shall authenticate and make available for delivery such Securities.

In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form
and terms thereof have been established in conformity with the provisions of
this Indenture.

The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities,
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

SECTION 2.05. (a) Securities of any series may be exchanged,
upon presentation thereof at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, the City and State of New York, for
other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, all as provided in this
Section. In respect of any Securities so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
make available for delivery in exchange therefor the Security or Securities of
the same series which the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.
<PAGE> 33
16

(b) The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of Manhattan, the
City and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
register the Securities and the transfers of Securities as in this Article
provided and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Securities and transfers
of Securities as herein provided shall be appointed as authorized by Board
Resolution (the "Security Registrar").

Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
the City and State of New York, the Company shall execute, the Trustee shall
authenticate and such office or agency shall make available for delivery in the
name of the transferee or transferees a new Security or Securities of the same
series as the Security presented for a like aggregate principal amount.

All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument
or instruments of transfer, in form satisfactory to the Company or the Security
Registrar, duly executed by the registered holder or by his duly authorized
attorney in writing.

(c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment by the
Securityholder requesting an exchange or registration of transfer of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than in connection with exchanges made pursuant to Section 2.06, Section
3.03(b) and Section 9.04 not involving any transfer.

(d) The Company shall not be required (i) to issue, register
the transfer of or exchange any Securities during a period beginning at the
opening of business 15 days before any selection for redemption of Securities
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all holders of Securities
to be redeemed and
<PAGE> 34
17

(ii) register the transfer of or exchange any Securities so selected for
redemption, in whole or in part, except the unredeemed portion of any
Securities being redeemed in part. The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.11.

SECTION 2.06. Pending the preparation of definitive
Securities of any series, the Company may execute, and the Trustee shall
authenticate and make available for delivery, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination, and substantially
in the form of the definitive Securities in lieu of which they are issued, but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. Every temporary
Security of any series shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Securities of such series. Without
unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of such
series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the
Borough of Manhattan, the City and State of New York, and the Trustee shall
authenticate and such office or agency shall make available for delivery in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such series, unless the Company advises the Trustee to
the effect that definitive Securities need not be executed and furnished until
further notice from the Company. Until so exchanged, the temporary Securities
of such series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.

SECTION 2.07. In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and upon its request the Trustee
(subject as aforesaid) shall authenticate and make available for delivery, a
new Security of the same series bearing a number not contemporaneously
Outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substituted Security shall furnish to the
Company and to the Trustee
<PAGE> 35
18

such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of the applicant's Security and of the
ownership thereof. The Trustee may authenticate any such substituted Security
and make available for delivery the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, 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. In case any Security which has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Company and to the Trustee
such security or indemnity as they may require to save each of them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof.

Every Security issued pursuant to the provisions of this
Section in substitution for any Security which is mutilated, destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08. All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if
<PAGE> 36
19

surrendered to the Trustee, shall be canceled by it, and no Securities shall be
issued in lieu thereof except as expressly required or permitted by any of the
provisions of this Indenture. On written request of the Company, the Trustee
shall deliver to the Company canceled Securities held by the Trustee. If the
Company shall otherwise acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancelation.

SECTION 2.09. Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any Person, other
than the parties hereto and the holders of the Securities, any legal or
equitable right, remedy or claim under, or in respect of, this Indenture, or
under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities.

SECTION 2.10. So long as any of the Securities of any series
remain Outstanding there may be an Authenticating Agent for any or all such
series of Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, 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. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or state authorities. If
at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately.
<PAGE> 37
20

Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee
may at any time (and upon request by the Company shall) terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11. (a) If, pursuant to Section 2.01, the Company
shall establish that the Securities of a particular series are to be issued as
one or more Global Securities, then the Company shall execute, and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, one or more
Global Securities which (i) shall represent, and shall be denominated in an
aggregate amount equal to the aggregate principal amount of, all of the
Outstanding Securities of such series, (ii) shall be registered in the name of
the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."

(b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.05, only to another nominee of the Depositary
for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

(c) If at any time the Depositary for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no
longer be registered, or in good standing, under the Exchange Act or other
applicable statute or regulation and a successor Depositary for such series is
not appointed by the Company within 90 days after the Company receives such
notice or
<PAGE> 38
21

becomes aware of such condition, as the case may be, this Section 2.11 shall no
longer be applicable to the Securities of such series, and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and make
available for delivery, Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by
one or more Global Securities and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series. In such event, the
Company will execute and, subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver Securities of such series in definitive registered
form, without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. Upon the exchange of a Global
Security for such Securities in definitive registered form, without coupons, in
authorized denominations, the Global Security shall be canceled by the Trustee.
Any Securities in definitive registered form issued in exchange for a Global
Security pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the persons in whose names such Securities are so registered.

SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Securityholders but no
representation shall be made by the Company, the Trustee or any other Person as
to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or exchange.
<PAGE> 39
22

ARTICLE III

Redemption of Securities and
Sinking Fund Provisions

SECTION 3.01. The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01.

SECTION 3.02. (a) In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion of the
Securities of any series in accordance with the right reserved so to do, it
shall give notice of such redemption, first class postage prepaid, not less
than 30 nor more than 60 days before the date fixed for redemption to holders
of the Securities of the series to be redeemed at their last addresses as they
shall appear upon the Security Register. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company
in the Borough of Manhattan, the City and State of New York, upon presentation
and surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to
be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any
<PAGE> 40
23

Security is to be redeemed in part only, the notice which relates to such
Security shall state the portion of the principal amount thereof to be redeemed
and shall state that, on and after the redemption date, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

(b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days notice in advance
of the date fixed for redemption as to the aggregate principal amount of
Securities of the series to be redeemed, and thereupon the Trustee shall
select, by lot or in any other manner as it shall deem appropriate and fair in
its discretion and which may provide for the selection of a portion or portions
(equal to $25 or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than $25, the Securities to be redeemed and
shall thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part.

The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

SECTION 3.03. (a) If the giving of notice of redemption
shall have been completed as above provided, the Securities or portions of
Securities of the series to be redeemed specified in such notice shall become
due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to but not
including the date fixed for redemption and interest on such Securities or
portions of Securities shall cease to accrue on and after the date fixed for
<PAGE> 41
24

redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date
fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for
such series, together with interest accrued thereon to but not including the
date fixed for redemption (but if the date fixed for redemption is after the
record date with respect to an Interest Payment Date and on or prior to such
Interest Payment Date, the interest installment payable on such Interest
Payment Date shall be payable to the registered holder at the close of business
on the applicable record date pursuant to Section 2.03).

(b) Upon presentation of any Security of such series which is
to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
make available for delivery to the holder thereof, at the expense of the
Company, a new Security or Securities of the same series, of authorized
denominations in principal amount equal to the unredeemed portion of the
Security so presented.

SECTION 3.04. The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as
an "optional sinking fund payment". If provided for by the terms of Securities
for any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 3.05. The Company (i) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and
(ii) may apply as credit Securities of a series which have been redeemed,
<PAGE> 42
25

either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

SECTION 3.06. Not less than 45 days prior to each sinking
fund payment date for any series of Securities, the Company (i) will deliver to
the Trustee an Officers' Certificate specifying (x) the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of such
series, and (y) the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 3.05 and
the basis for such credit and (ii) will, together with such Officers'
Certificate, deliver to the Trustee any Securities to be so delivered. Not
less than 30 days before each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.02 and cause notice of the redemption thereof to
be given in the name and at the expense of the Company in the manner provided
in Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.

ARTICLE IV

Particular Covenants of the Company

The Company covenants and agrees for each series of the
Securities as follows:

SECTION 4.01. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any), and interest on, the
Securities of such series at the time and place and in the manner provided
herein and established with respect to such Securities.
<PAGE> 43
26

SECTION 4.02. So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency in the Borough
of Manhattan, The City and State of New York, with respect to each such series
and at such other location or locations as may be designated as provided in
this Section 4.02, where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by its President or a Vice President and delivered to the Trustee,
designate some other office or agency for any or all of such purposes. 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, 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, notices and demands.

SECTION 4.03. (a) If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than the Trustee,
the Company will cause each such paying agent 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:

(1) that it will hold all sums held by it as such agent for
the payment of the principal of (and premium, if any), or interest on,
the Securities of that series (whether such sums have been paid to it
by the Company or by any other obligor of such Securities) in trust
for the benefit of the persons entitled thereto;

(2) that it will give the Trustee written notice of any
failure by the Company (or by any other obligor of such Securities) to
make any payment of the principal of (and premium, if any), or
interest on, the Securities of that series when the same shall be due
and payable;

(3) that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the
written request of the
<PAGE> 44
27

Trustee, forthwith pay to the Trustee all sums so held in trust by
such paying agent; and

(4) that it will perform all other duties of paying agent as
set forth in this Indenture.

(b) If the Company shall act as its own paying agent with
respect to any series of the Securities, it will, on or before each due date of
the principal of (and premium, if any), or interest on, Securities of that
series, set aside, segregate and hold in trust for the benefit of the persons
entitled thereto a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due on Securities of that series until such sums shall
be paid to such persons or otherwise disposed of as herein provided and will
promptly notify the Trustee in writing of such action, or any failure (by it or
any other obligor on such Securities) to take such action. Whenever the
Company shall have one or more paying agents for any series of Securities, it
will, prior to each due date of the principal of (and premium, if any), or
interest on, any Securities of that series, deposit with the paying agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the persons entitled to
such principal, premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

(c) Anything in this Section to the contrary notwithstanding,
(i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.04 and (ii) 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 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 terms and conditions 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.

SECTION 4.04. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.
<PAGE> 45
28

ARTICLE V

Securityholders' Lists and Reports
by the Company and the Trustee

SECTION 5.01. The Company will furnish or cause to be
furnished to the Trustee (a) on a monthly basis on each regular record date (as
defined in Section 2.03) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of each series of Securities
as of such regular record date; provided that the Company shall not be
obligated to furnish or cause to be furnished such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request
in writing within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.

SECTION 5.02. (a) The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the names and
addresses of the holders of Securities contained in the most recent list
furnished to it as provided in Section 5.01 and as to the names and addresses
of holders of Securities received by the Trustee in its capacity as Security
Registrar (if acting in such capacity).

(b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

(c) In case three or more holders of Securities of a series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or holders of all
Securities with respect to their rights under this Indenture or under such
Securities, and such application is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall
<PAGE> 46
29

within five business days after the receipt of such application, at its
election, either:

(1) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 5.02; or

(2) inform such applicants as to the approximate number of
holders of Securities of such series or of all Securities, as the case
may be, whose names and addresses appear in the information preserved
at the time by the Trustee, in accordance with the provisions of
subsection (a) of this Section 5.02, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

(d) If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of such series or of all Securities, as the
case may be, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section 5.02, a copy of the form of proxy or other communication which is
specified in the application of such applicants received pursuant to subsection
(c) of this Section 5.02, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission (the "Commission"), together with a copy of
the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of
the holders of Securities of such series or of all Securities, as the case may
be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to
<PAGE> 47
30

all such Securityholders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise, the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.

(e) Each and every holder of the Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the holders of Securities in accordance with the
provisions of this Section, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under this Section.

SECTION 5.03. (a) The Company covenants and agrees to file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then to file with the Trustee and the Commission in accordance with
the rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act, in respect of a
security listed and registered on a national securities exchange, as may be
prescribed from time to time in such rules and regulations. 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, including the Company's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

(b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed
from time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the
<PAGE> 48
31

conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

(c) The Company covenants and agrees to transmit by mail,
first-class postage prepaid, or by reputable overnight delivery service which
provides for evidence of receipt, to the Securityholders, as their names and
addresses appear upon the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

(d) The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any of the
Securities are Outstanding, or on or before such other day in each calendar
year as the Company and the Trustee may from time to time agree upon, a
Certificate of the principal executive officer, principal financial officer, or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For
purposes of this subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.

SECTION 5.04. (a) On or before July 15 in each year in which
any of the Securities are Outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register, a brief report dated as of the
preceding May 15, with respect to any of the following events which may have
occurred within the previous 12 months (but if no such event has occurred
within such period no report need be transmitted):

(1) any change to its eligibility under Section 7.09, and its
qualifications under Section 7.08;

(2) the creation of, or any material change to, a relationship
specified in paragraphs (1) through (10) of subsection (c) of Section
7.08;

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances
<PAGE> 49
32

surrounding the making thereof) made by the Trustee (as such) which
remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the
Securities, on any property or funds held or collected by it as
Trustee if such advances so remaining unpaid aggregate more than 1/2
of 1% of the principal amount of the Securities outstanding,
determined in accordance with Section 8.04, on the date of such
report;

(4) any change to the amount, interest rate, and maturity date
of all other indebtedness owing by the Company, or by any other
obligor on the Securities, to the Trustee in its individual capacity,
on the date of such report, with a brief description of any property
held as collateral security therefor, except any indebtedness based
upon a creditor relationship arising in any manner described in
paragraph (2), (3), (4) or (6) of subsection (b) of Section 7.13;

(5) any change to the property and funds, if any, physically
in the possession of the Trustee as such on the date of such report;

(6) any release, or release and substitution, of property
subject to the lien of this Indenture (and the consideration thereof,
if any) which it has not previously reported;

(7) any additional issue of Securities which the Trustee has
not previously reported; and

(8) any action taken by the Trustee in the performance of its
duties under this Indenture which it has not previously reported and
which in its opinion materially affects the Securities or the
Securities of any series, except any action in respect of a default,
notice of which has been or is to be withheld by it in accordance with
the provisions of Section 6.07.

(b) The Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the
Security Register, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee as such since the date of
the last report transmitted pursuant to the provisions of subsection (a) of
<PAGE> 50
33

this Section (or if no such report has yet been so transmitted, since the date
of execution of this Indenture), for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Securities of any series on
property or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection if such advances remaining
unpaid at any time aggregate more than 10% of the principal amount of
Securities of such series outstanding, determined in accordance with Section
8.04, at such time, such report to be transmitted within 90 days after such
advances.

(c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Securities are listed (if so listed) and
also with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.

ARTICLE VI

Remedies of the Trustee and
Securityholders on Event of Default

SECTION 6.01. (a) Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any one or more of
the following events which has occurred and is continuing:

(1) default in the payment of any installment of interest upon
any of the Securities of that series, as and when the same shall
become due and payable, and continuance of such default for a period
of 30 days; provided, however, that a valid extension of an interest
payment period by the Company in accordance with the terms of any
indenture supplemental hereto, shall not constitute a default in the
payment of interest;

(2) default in the payment of the principal of (or premium, if
any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series;
<PAGE> 51
34

(3) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the
Company with respect to that series contained in such Securities or
otherwise established with respect to that series of Securities
pursuant to Section 2.01 or contained in this Indenture (other than a
covenant or agreement which has been expressly established solely for
the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice
of such failure, requiring the same to be remedied and stating that
such notice is a "Notice of Default" hereunder, shall have been given
to the Company by the Trustee, by registered or certified mail, or to
the Company and the Trustee by the holders of at least 25% in
principal amount of the Securities of that series at the time
outstanding, determined in accordance with Section 8.04;

(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 unstayed and in effect for a period of 90 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
<PAGE> 52
35

by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the
filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or 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.

(b) If an Event of Default occurs and is continuing with
respect to Securities of a particular series, unless the principal of all the
Securities of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of
the Securities of that series then outstanding hereunder, determined in
accordance with Section 8.04, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal of all the
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Securities of that series or
established with respect to that series pursuant to Section 2.01 to the
contrary notwithstanding.

(c) Section 6.01(b), however, is subject to the condition
that if, at any time after the principal of the Securities of a series shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of (and premium, if any, on) any
and all Securities of that series which shall have become due otherwise than by
acceleration (with interest upon such principal (and premium, if any), and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
such series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on
<PAGE> 53
36

Securities of such series which shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06, then the holders of a
majority in aggregate principal amount of the Securities of such series then
outstanding, determined in accordance with Section 8.04, (subject to, in the
case of any series of Securities held as trust assets of a JPM Capital Trust
and with respect to which a Security Exchange has not theretofore occurred,
such consent of the holders of the Preferred Securities and the Common
Securities of such JPM Capital Trust as may be required under the Declaration
of Trust of such JPM Capital Trust), by written notice to the Company and to
the Trustee, may rescind and annul such declaration and its consequences with
respect to such series of Securities; but no such rescission and annulment
shall extend to or shall affect any subsequent default, or shall impair any
right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of a series under this Indenture and such
proceedings shall have been discontinued or abandoned because of rescission or
annulment as provided in (c) above or for any other reason or shall have been
determined adversely to the Trustee, then the Company and the Trustee shall be
restored to their former respective positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

(e) If, prior to a Security Exchange with respect to the
Securities of any series, a Default with respect to the Securities of such
series shall have occurred, the Company expressly acknowledges that under the
circumstances set forth in the applicable Declaration of Trust, any holder of
Preferred Securities of the applicable JPM Capital Trust may enforce directly
against the Company the applicable Property Trustee's rights hereunder. In
furtherance of the foregoing and for the avoidance of any doubt, the Company
acknowledges that, under the circumstances described in the applicable
Declaration of Trust, any such holder of Preferred Securities, in its own name,
in the name of the applicable JPM Capital Trust or in the name of the holders
of the Preferred Securities issued by such JPM Capital Trust, may institute or
cause to be instituted a proceeding, including, without limitation, any suit in
equity, an action at law or other judicial or administrative proceeding, to
enforce the applicable Property Trustee's rights hereunder directly against the
Company as issuer of the applicable
<PAGE> 54
37

series of Securities, and may prosecute such proceeding to judgment or final
decree, and enforce the same against the Company.

SECTION 6.02. (a) The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any of
the Securities of a series, or any payment required by any sinking or analogous
fund established with respect to such series as and when the same shall have
become due and payable, and such default shall have continued for a period of
10 Business Days, or (2) in case default shall be made in the payment of the
principal of (or premium, if any, on) any of the Securities of a series when
the same shall have become due and payable, whether upon maturity of the
Securities of a series or upon redemption or upon declaration or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of such series, the whole amount that
then shall have become due and payable on all Securities of such series for
principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law and without
duplication of any other amounts paid by the Company or the applicable JPM
Capital Trust in respect thereof) upon overdue installments of interest at the
rate per annum expressed in the Securities of such series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.06.

(b) In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Securities of such series and collect in the manner
provided by law out of the property of the Company or other obligor upon the
Securities of such series wherever situated the moneys adjudged or decreed to
be payable.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or other
judicial proceedings
<PAGE> 55
38

affecting the Company, any other obligor on the Securities of any series, or
the creditors or property of either, the Trustee shall have the power to
intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary
or advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by the
Company or such other obligor under the Indenture at the date of institution of
such proceedings and for any additional amount which may become due and payable
by the Company or such other obligor after such date, and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the holders of Securities of
such series to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to such
Securityholders, to pay to the Trustee any amount due it under Section 7.06.

(d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities of
any series, may be enforced by the Trustee without the possession of any of
such Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of
the Securities of such series.

In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.
<PAGE> 56
39

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

SECTION 6.03. Any moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Securities shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal (or premium, if any)
or interest, upon presentation of the Securities of such series, and stamping
thereon the payment, if only partially paid, and upon surrender thereof if
fully paid:

FIRST: To the payment of costs and expenses of collection and
of all amounts payable to the Trustee under Section 7.06;

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

THIRD: The balance, if any, to the Person or Persons entitled
thereto.

SECTION 6.04. No holder of any Security of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to Securities of such series specifying such
Event of Default, as hereinbefore provided, and unless also the holders of not
less than 25% in aggregate principal amount of the Securities of such series
then outstanding, determined in accordance with Section 8.04, shall have made
<PAGE> 57
40

written request upon the Trustee to institute such action, suit or proceeding
in its own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by the holders and the Trustee,
that no one or more holders of Securities of such series shall have any right
in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any
other of such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Security to receive payment of the
principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder.

SECTION 6.05. (a) All powers and remedies given by this
Article to the Trustee or to the Securityholders shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any others thereof or of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

(b) No delay or omission by the Trustee or by any holder of
any of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such
<PAGE> 58
41

default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article or by law to the Trustee or
to the Securityholders may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Securityholders.

SECTION 6.06. The holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding,
determined in accordance with Section 8.04 (with, in the case of any series of
Securities held as trust assets of a JPM Capital Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of holders
of the Preferred Securities and the Common Securities of such JPM Capital Trust
as may be required under the Declaration of Trust of such JPM Capital Trust),
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture or unduly prejudicial to the rights of holders of Securities of any
other series at the time outstanding (determined in accordance with Section
8.04) and not parties thereto. Subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible Officers
of the Trustee, determine that the proceeding so directed would involve the
Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding,
determined in accordance with Section 8.04, affected thereby, determined in
accordance with Section 8.04 (with, in the case of any series of Securities
held as trust assets of a JPM Capital Trust and with respect to which a
Security Exchange has not theretofore occurred, such consent of holders of the
Preferred Securities and the Common Securities of such JPM Capital Trust as may
be required under the Declaration of Trust of such JPM Capital Trust), may, on
behalf of the holders of all of the Securities of such series, waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Securities of such series as and when the
same shall become due (x) by the terms of such Securities otherwise than by
<PAGE> 59
42

acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)) or (y) as a
result of a call for redemption of Securities of such series. Upon any such
waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series, transmit by mail,
first-class postage prepaid, to the holders of Securities of such series, as
their names and addresses appear upon the Security Register, notice of all
defaults with respect to such series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4) and (5) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (3) of Section 6.01(a)); provided that, except in
the case of default in the payment of the principal of (or premium, if any), or
interest on, any of the Securities of such series or in the payment of any
sinking fund installment established with respect to such series, the Trustee
shall be protected in withholding such notice if and so long as the Board of
Directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
such series; provided further, however, that, in the case of any default of the
character specified in Section 6.01(a)(3) with respect to Securities of such
series, no such notice to the holders of the Securities of such series shall be
given until at least 30 days after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsection (a)(1) or (a)(2) of Section 6.01
as long as the Trustee is acting as paying agent for such series of Securities
or (ii) any default as to which the Trustee shall have received written notice
or a Responsible Officer charged with the
<PAGE> 60
43

administration of this Indenture shall have obtained written notice.

SECTION 6.08. All parties to this Indenture agree, and each
holder of any Securities by his or her acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, or by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Securities of any series at the time outstanding, determined in accordance with
Section 8.04, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (premium, if any), or interest
on, any Security of such series, on or after the respective due dates expressed
in such Security or established pursuant to this Indenture.

ARTICLE VII

Concerning the Trustee

SECTION 7.01. (a) The Trustee, prior to the occurrence of an
Event of Default with respect to Securities of a series and after the curing of
all Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of such series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Securities of a
series has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
<PAGE> 61
44

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

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

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

(ii) in the absence of bad faith on the part of the
Trustee, the Trustee may with respect to Securities of such
series conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to
the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the
requirements of this Indenture but need not confirm or
investigate the accuracy of mathematical calculations or other
facts stated therein;

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

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the holders of not less than a majority in principal
<PAGE> 62
45

amount of the Securities of any series at the time outstanding,
determined in accordance with Section 8.04, relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Indenture with respect to the Securities of such
series;

(4) none of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably
assured to it; and

(5) 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 Article VII.

SECTION 7.02. Except as otherwise provided in Section 7.01:

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

(b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution
or an instrument signed in the name of the Company by the Chairman or
the Vice Chairman of the Board of Directors or the President or any
Vice President and by the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer or the Controller or any
Assistant Controller (unless other evidence in respect thereof is
specifically prescribed herein);
<PAGE> 63
46

(c) the Trustee may consult with counsel of its selection and
the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any
action taken or suffered or omitted hereunder in good faith and in
reliance thereon;

(d) the Trustee shall be under no obligations to exercise any
of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Securityholders, pursuant to the
provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; nothing herein contained shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with
respect to a series of the Securities (which has not been cured or
waived) to exercise with respect to Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the
same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his
own affairs;

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

(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, security, or other papers or documents, unless
requested in writing so to do by the holders of not less than a
majority in principal amount of the Securities of the particular
series outstanding affected thereby, determined in accordance with
Section 9.04; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses
or liabilities as a
<PAGE> 64
47

condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 7.03. (a) The recitals contained herein and in the
Securities (other than the Certificate of Authentication on the Securities)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

(b) The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities.

(c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the
Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.01, or for the use or application of any moneys received
by any paying agent other than the Trustee.

SECTION 7.04. The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.

SECTION 7.05. Subject to the provisions of Section 11.04, all
moneys received by the Trustee shall until used or applied as herein provided,
be held in trust for the purposes for which they were received, but 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 moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

SECTION 7.06. (a) The Company covenants and agrees to pay to
the Trustee from time to time, and the
<PAGE> 65
48

Trustee shall be entitled to, such reasonable compensation as the Company and
the Trustee shall from time to time agree in writing (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust) for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim or
liability in the premises.

(b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to
that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.

SECTION 7.07. Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to
the
<PAGE> 66
49

Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture in reliance thereon.

SECTION 7.08. (a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section, with respect to the
Securities of any series and if the Default to which such conflicting interest
relates has not been cured, duly waived or otherwise eliminated, within 90 days
after ascertaining that it has such conflicting interest, it shall either
eliminate such conflicting interest, except as otherwise provided herein, or
resign with respect to the Securities of such series in the manner and with the
effect specified in Section 7.10 and the Company shall promptly appoint a
successor Trustee in the manner provided herein.

(b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, with respect to the
Securities of any series the Trustee shall, within ten days after the
expiration of such 90-day period, transmit notice of such failure by mail,
first class postage prepaid, to the Securityholders of such series as their
names and addresses appear upon the Security Register.

(c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if a Default has occurred and is continuing and:

(1) the Trustee is trustee under this Indenture with respect
to the Outstanding Securities of any series other than such series, or
is trustee under another indenture under which any other securities,
or certificates of interest or participation in any other securities,
of the Company are outstanding, unless such other indenture is a
collateral trust indenture under which the only collateral consists of
Securities issued under this Indenture; provided, however, that there
shall be excluded from the operation of this paragraph the Securities
of any series other than such series and any other indenture or
indentures under which other securities, or certificates of interest
or participation in other securities, of the Company are outstanding
if (i) this Indenture and such other indenture or indentures and all
series of securities issuable thereunder are wholly unsecured and rank
<PAGE> 67
50

equally and such other indenture or indentures (and such series) are
hereafter qualified under the Trust Indenture Act, unless the
Commission shall have found and declared by order pursuant to
subsection (b) of Section 305 or subsection (c) of Section 307 of the
Trust Indenture Act, that differences exist between (A) the provisions
of this Indenture with respect to Securities of that series and with
respect to one or more other series or (B) the provisions of this
Indenture and the provisions of such other indenture or indentures (or
such series), which are so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such
under this Indenture with respect to the Securities of such series and
such other series or such other indenture or indentures, or (ii) the
Company shall have sustained the burden of proving, on application to
the Commission and after opportunity for hearing thereon, that the
trusteeship under this Indenture with respect to Securities of such
series and such other series or such other indenture or indentures is
not so likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Indenture with
respect to Securities of such series and such other series or under
such other indentures;

(2) the Trustee or any of its directors or executive officers
is an underwriter for the Company;

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

(4) the Trustee or any of its directors or executive officers
is a director, officer, partner, employee, appointee or representative
of the Company, or of an underwriter (other than the Trustee itself)
for the Company who is currently engaged in the business of
underwriting, except that (A) one individual may be a director and/or
an executive officer of the Trustee and a director and/or an executive
officer of the Company, but may not be at the same time an executive
officer of both the Trustee and the Company; (B) if and so long as the
number of
<PAGE> 68
51

directors of the Trustee in office is more than nine, one additional
individual may be a director and/or an executive officer of the
Trustee and a director of the Company; and (C) the Trustee may be
designated by the Company or by an underwriter for the Company to act
in the capacity of transfer agent, registrar, custodian, paying agent,
fiscal agent, escrow agent, or depositary, or in any other similar
capacity, or, subject to the provisions of paragraph (1) of this
subsection (c), to act as trustee whether under an indenture or
otherwise;

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

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

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

(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), 10% or more of any class
of security of any
<PAGE> 69
52

person who, to the knowledge of the Trustee, owns 50% or more of the
voting securities of the Company;

(9) the Trustee owns, on the date of Default upon the
Securities of any series or any anniversary of such Default while such
Default upon the Securities issued under this Indenture remains
Outstanding, in the capacity of executor, administrator, testamentary
or inter vivos trustee, guardian, committee or conservator, or in any
other similar capacity, an aggregate of 25% or more of the voting
securities, or of any class of security, of any person, the beneficial
ownership of a specified percentage of which would have constituted a
conflict of interest under paragraph (6), (7), or (8) of this
subsection (c). As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which includes them, the provisions
of the preceding sentence shall not apply, for a period of two years
from the date of such acquisition, to the extent that such securities
in such estate do not exceed 25% of such voting securities or 25% of
any such class of security. Promptly after the dates of any such
Default upon the Securities issued under this Indenture and annually
in each succeeding year that the Securities issued under this
Indenture remain in Default, the Trustee shall make a check of its
holding of such securities in any of the above-mentioned capacities as
of such dates. If the Company fails to make payment in full of
principal of, or interest on, any of the Securities when and as the
same become due and payable, and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of its holding of
such securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph (9), all
such securities so held by the Trustee, with sole or joint control
over such securities vested in it, shall be considered to be
beneficially owned by the Trustee for the purposes of paragraphs (6),
(7) and (8) of this subsection (c), but only for so long as such
failure shall continue; or

(10) except under the circumstances described in paragraph
(1), (3), (4), (5) or (6) of subsection (b) of Section 7.13 the
Trustee shall be or shall become a creditor of the Company.
<PAGE> 70
53

For purposes of paragraph (1) of this subsection (c), and of
Section 6.06, the term "series of securities" or "securities" means a series,
class or group of securities issuable under an indenture pursuant to which
holders of one such series may vote to direct the indenture trustee, or
otherwise take action pursuant to a vote of such holders, separately from
holders of another such series; provided that "series of securities" or
"series" shall not include any series of securities issuable under an indenture
if all such series rank equally and are wholly secured.

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

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

Except as above provided, the word "security" or "securities"
as used in this Indenture shall mean any note, stock, treasury stock, bond,
indenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral trust certificate, pre-organization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, or, in
<PAGE> 71
54

general, any interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.

(d) For the purposes of this Section:

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

(2) The term "director" shall mean any member of the board of
directors of a corporation or any individual performing similar
functions with respect to any organization whether incorporated or
unincorporated.

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

(4) The term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security
issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the
direction or management of the affairs of a person.
<PAGE> 72
55

(5) The term "Company" shall mean any obligor upon the
Securities.

(6) The term "executive officer" shall mean the chairman of
the board of directors, president, every vice president, every
assistant vice president, every trust officer, the cashier, the
secretary, and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any
organization whether incorporated or unincorporated.

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

(1) A specified percentage of the voting securities of the
Trustee, the Company or any other person referred to in this Section
(each of whom is referred to as a "person" in this paragraph) means
such amount of the outstanding voting securities of such person as
entitles the holder or holders thereof to cast such specified
percentage of the aggregate votes which the holders of all the
outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.

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

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

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

(i) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;
<PAGE> 73
56

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

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

(iv) securities held in escrow if placed in escrow by
the issuer thereof, provided, however, that any voting
securities of an issuer shall be deemed outstanding if any
person other than the issuer is entitled to exercise the
voting rights thereof.

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

(f) Except in the case of a default in the payment of the
principal of (or premium, if any), or interest on, any Securities issued under
this Indenture, or in the payment of any sinking or analogous fund installment,
the Trustee shall not be required to resign as provided by this Section 7.08 if
such Trustee shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that (i) the default
under the Indenture may be cured or waived during a reasonable period and under
the procedures described in such application and (ii) a stay of the Trustee's
duty to resign will not be inconsistent with the interests of Securityholders.
The filing of such an application shall
<PAGE> 74
57

automatically stay the performance of the duty to resign until the Commission
orders otherwise.

Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's acceptance of
such an appointment.

SECTION 7.09. There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a
corporation organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, or a
corporation or other person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million dollars, and subject to
supervision or examination by Federal, State, Territorial, or District of
Columbia authority. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the
Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

SECTION 7.10. (a) The Trustee or any successor hereafter
appointed may at any time resign with respect to the Securities of one or more
series by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Securityholders of such series, as their names and addresses appear upon the
Security Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee with respect to Securities of such
series by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may petition any
court of competent
<PAGE> 75
58

jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may,
subject to the provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

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

(1) the Trustee shall fail to comply with the provisions of
subsection (a) of Section 7.08 after written request therefor by the
Company or by any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months; or

(2) the Trustee shall cease to be eligible in accordance with
the provisions of Section 7.09 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or

(3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any
such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of
which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after
the mailing of such notice of removal, the Trustee so removed may
petition any court of competent jurisdiction for the appointment of a
successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a
Security or Securities for at least six months may, subject to the
provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the removal of the
Trustee and the appointment of a successor trustee. Such court
<PAGE> 76
59

may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount
of the Securities of any series at the time outstanding, determined in
accordance with Section 8.04, may at any time remove the Trustee with respect
to such series and appoint a successor trustee.

(d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one more series or all such
series, but at any time there shall be only one Trustee with respect to the
Securities of any particular series.

SECTION 7.11. (a) In case of the appointment hereunder of a
successor trustee with respect to all Securities, such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor trustee all property and money held by such retiring Trustee
hereunder.

(b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer
<PAGE> 77
60

and confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor trustee
relates, (2) shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent
provided therein, such retiring Trustee shall with respect to the Securities of
that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

(c) Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in,
and confirming to, such successor trustee all such rights, power and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.
<PAGE> 78
61

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

(e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

SECTION 7.12. 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 substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper of any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not made available for delivery,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
make available for delivery the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 7.13. (a) Subject to the provisions of subsection
(b) of this Section, if the Trustee shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the Company within three
months prior to a default, as defined in subsection (b) of this Section, or
subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the holders of the Securities and the
holders
<PAGE> 79
62

of other indenture securities (as defined in subsection (c) of this Section):

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

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

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

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

(B) to realize, for its own account, upon any property held by
it as security for any such claim, if such property was so held prior
to the beginning of such three month period;

(C) to realize, for its own account, but only to the extent of
the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the
beginning of such three month period and such property was received as
security therefor simultaneously with the creation
<PAGE> 80
63

thereof, and if the Trustee shall sustain the burden of proving that
the time such property was so received the Trustee had no reasonable
cause to believe that a default, as defined in subsection (c) of this
Section, would occur within three months; or

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

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

If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of other
indenture securities in such manner that the Trustee, the Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in a case for reorganization pursuant
to the Federal Bankruptcy Code or applicable State law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, the Securityholders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in a case for reorganization pursuant to the Federal Bankruptcy
Code or applicable State law, but after crediting thereon receipts on account
of the indebtedness represented by their respective claims from all sources
other than from such dividends and from the funds and property so held in such
special account. As used in this paragraph, with respect to any claim, the
term "dividends" shall include any
<PAGE> 81
64

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

Any Trustee who has resigned or been removed after the
beginning of such three month period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three month
period, it shall be subject to the provisions of this subsection (a) if and
only if the following conditions exist:

(i) the receipt of property or reduction of claim which would
have given rise to the obligation to account, if such Trustee had
continued as trustee, occurred after the beginning of such three-month
period; and

(ii) such receipt of property or reduction of claim occurred
within three months after such resignation or removal.
<PAGE> 82
65

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

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

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

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

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

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

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

(1) The term "default" shall mean any failure to make payment
in full of the principal of (or premium,
<PAGE> 83
66

if any) or interest upon any of the Security or upon the other
indenture securities when and as such principal (or premium, if any)
or interest becomes due and payable.

(2) The term "other indenture securities" shall mean
securities upon which the Company is an obligor (as defined in the
Trust Indenture Act) outstanding under any other indenture (A) under
which the Trustee is also trustee, (B) which contains provisions
substantially similar to the provisions of subsection (a) of this
Section, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special account.

(3) The term "cash transaction" shall mean any transaction in
which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in
checks or other orders drawn upon banks or bankers and payable upon
demand.

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

(5) The term "Company shall mean any obligor upon any of the
Securities.

ARTICLE VIII

Concerning the Securityholders

SECTION 8.01. Whenever in this Indenture it is provided that
the holders of a majority or a specified
<PAGE> 84
67

percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that, at the time of taking any such action, the holders of such majority
or specified percentage of such series have joined therein may be evidenced by
any instrument or any number of instruments of similar terms executed by the
holders of Securities of such series in person or by agent or proxy appointed
in writing.

If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent, waiver
or other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

SECTION 8.02. Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will
not require notarization) or his agent or proxy and proof of the holding by any
person of any of the Securities shall be sufficient if made in the following
manner:

(a) The fact and date of the execution by any such person of
any instrument may be proved in any reasonable manner acceptable to
the Trustee.
<PAGE> 85
68

(b) The ownership of Securities shall be proved by the
Security Register for Securities of such series or by a certificate of
the Security Registrar with respect thereto.

SECTION 8.03. Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the person in whose name such Security
shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of, or on account of, the
principal of, premium, if any, and (subject to Section 2.03) interest on, such
Security and for all other purposes; and neither the Company nor the Trustee
nor any paying agent nor any Security Registrar shall be affected by any notice
to the contrary.

SECTION 8.04. In determining whether the holders of the
requisite aggregate principal amount of Securities of a particular series have
concurred in any direction, consent or waiver under this Indenture, Securities
of that series which are owned by the Company or any other obligor on the
Securities of that series or by any Subsidiary of the Company or of such other
obligor on the Securities of that series shall be disregarded and deemed not to
be outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities of such series which the
Trustee actually knows are so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. In case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.
<PAGE> 86
69

SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any
action by the holders of the majority or a specified percentage in aggregate
principal amount of the Securities of a particular series, any holder of a
Security of that series which is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
required by the Indenture to be taken, and that is taken, by the holders of the
majority or a specified percentage in aggregate principal amount of the
Securities of a particular series shall be conclusively binding upon the
Company, the Trustee and the holders of all the Securities of that series.

ARTICLE IX

Supplemental Indentures

SECTION 9.01. The Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of one or more series any
property or assets;

(b) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of
the Company pursuant to Article X;
<PAGE> 87
70

(c) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of
the holders of Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided that in
respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may
limit the right of the holders of a majority in aggregate principal
amount of the Securities of affected series to waive such an Event of
Default;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture; or to make such other provisions in
regard to matters or questions arising under this Indenture or under
any supplemental indenture as the Board of Directors may deem
necessary or desirable and which shall not [materially] 2/ adversely
affect the interests of the holders of the Securities;

(e) to establish the form or terms of Securities of any series
as permitted by Sections 2.01, 2.02 and 2.03;

(f) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder

--------------------
2/ Not in Paine Webber.
<PAGE> 88
71

by more than one trustee, pursuant to the requirements of Section
7.11; and

(g) to add to, change or eliminate any of the provisions of
this Indenture; provided that any such addition, change or elimination
(i) shall become effective only when there is no Security Outstanding
of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision or (ii)
shall not apply to any Security then Outstanding.

The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee 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.

Any supplemental indenture authorized by the provisions of
this Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 9.02.

SECTION 9.02. With the consent (evidenced as provided in
Article VIII) of the holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), (and, in the case of any series
of Securities held as trust assets of a JPM Capital Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of the
holders of the Preferred Securities and the Common Securities of such JPM
Capital Trust as may be required under the Declaration of Trust of such JPM
Capital Trust), the Company, when authorized by a Board Resolution, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Securities of
<PAGE> 89
72

each such series; provided that no such supplemental indenture shall (a) extend
the final maturity of any Security, or reduce the principal amount thereof or
the method in which amounts of payments of principal or interest thereon are
determined, or reduce the rate or extend the time of payment of interest
thereon, [or change the coin or currency or units based on or related to
currencies (including ECU) of payment thereof,] 3/ or the method in which
amounts of payments of principal or interest thereon are determined, or reduce
any amount payable on redemption thereof or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 6.01 or the amount
thereof provable in bankruptcy pursuant to Section 6.02, or impair or affect
the right of any Security holder to institute suit for the payment thereof or,
if the Securities provide therefor, any right of repayment at the option of the
Security holder without the consent of the holder of each Security so affected,
or (b) reduce the aforesaid percentage of Securities of any series, the consent
of the holders of which is required for any such supplemental indenture,
without the consent of the holders of each Security (and, in the case of any
series of Securities held as trust assets of a JPM Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of the holders of the Preferred Securities and the Common Securities of such
JPM Capital Trust as may be required under the Declaration of Trust of such JPM
Capital Trust) so affected. A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities or which modifies the rights of the holders of Securities of such
series with respect to such covenant or other provision shall be deemed not to
affect the rights under this Indenture of the holders of any other series.

Upon the request of the Company, accompanied by a copy of a
Board Resolution certified by the secretary or an assistant secretary of the
Company authorizing the execution of any such supplemental indenture, and upon
the filing with

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

3/ If this is kept in, other sections from JPM indenture (e.g. Section
12.11) must be imported; if not kept in, delete definitions for ECU and European
Communities and delete from base prospectus.
<PAGE> 90
73

the Trustee of evidence of the consent of Security holders as aforesaid and
other documents, if any, required by Section 8.01, (and, in the case of any
series of Securities held as trust assets of a JPM Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of the holders of the Preferred Securities and the Common Securities of such
JPM Capital Trust as may be required under the Declaration of Trust of such JPM
Capital Trust), the Trustee shall join with the Company in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Company shall mail a notice thereof by first-class mail to the holders of then
Outstanding Securities of each series affected thereby at their addresses as
they shall appear on the Security Register. Such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

SECTION 9.03. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.
<PAGE> 91
74

SECTION 9.04. The Trustee, subject to the provisions of
Sections 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article IX complies with the applicable provisions of this
Indenture.

SECTION 9.05. Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in form approved by the Trustee
for such series as to any matter provided for by such supplemental indenture or
as to any action taken at any such meeting. If the Company or the Trustee
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the
Securities of such series then outstanding.

SECTION 9.06. Anything in this Indenture to the contrary
notwithstanding, any of the acts which the Company is required to do or is
prohibited from doing by any of the provisions of this Indenture may, to the
extent that such provisions might be changed or eliminated by a supplemental
indenture pursuant to Section 9.02 upon consent of holders of a majority in
aggregate principal amount of the Securities or any series thereof at the time
outstanding, be omitted or done by the Company, if there is obtained the prior
written consent thereto (evidenced as provided in Article VIII), or the prior
written waiver of compliance with any such provision or provisions, by the
holders of at least a majority of the aggregate principal amount of the
Securities or such series thereof at the time outstanding. The Company agrees
promptly to file with the Trustee a duplicate original of each such consent or
waiver.

SECTION 9.07. The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the holders entitled to take
any action under this Indenture by vote or consent. Except as provided herein,
such record date shall be the later of (i) 30 days prior to the first
solicitation of such consent or vote or (ii) the date of the most recent list
of Security holders furnished to the Trustee pursuant to Section 5.01 prior to
such solicitation. If a record date is fixed, those Persons who were Security
holders at such record date (or their duly
<PAGE> 92
75

designated proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such Persons continue to be holders after such record date;
provided, however, that unless such vote or consent is obtained from the
holders (or their duly designated proxies) of the requisite principal amount of
Securities Outstanding prior to the date which is the 120th day after such
record date, any such vote or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.

ARTICLE X

Consolidation, Merger, Sale or Conveyance

SECTION 10.01. The Company covenants that it will not merge
or consolidate with any other corporation or sell or convey all or
substantially all of its assets to any Person, unless (i) either the Company
shall be the continuing corporation, or the successor corporation (if other
than the Company) shall be a corporation organized under the laws of the United
States of America or any State thereof and shall expressly assume the due and
punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or
observed by the Company, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) the Company
or such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition.

SECTION 10.02. In case of any such consolidation, merger,
sale or conveyance, other than a conveyance by way of lease, and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein as the Company, and the Company shall thereupon be
released from all obligations hereunder and under the Securities and the
Company as the predecessor corporation may thereupon or at any time thereafter
be dissolved, wound up or liquidated. Such successor corporation thereupon may
cause to be signed, and may issue
<PAGE> 93
76

either in its own name or in the name of J.P. Morgan & Co. Incorporated any or
all of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale or conveyance
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

SECTION 10.03. The Trustee, subject to the provisions of
Sections 7.01 and 7.02, may receive an Opinion of Counsel and/or an Officers'
Certificate, prepared in accordance with Section 13.06, as conclusive evidence
that any such consolidation, merger, sale or conveyance, and any such
assumption complies with the applicable provisions of Article IX.

ARTICLE XI

Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. (A) If at any time (a) the Company shall have
paid or caused to be paid the principal of, and interest on, all the Securities
of any series outstanding hereunder (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.07) as and when the same shall have become due and
payable, or (b) the Company shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have
<PAGE> 94
77

been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.07) or (c)) (i) all the Securities of any series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (ii) the Company shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or any
paying agent to the Company in accordance with Section 11.04) or Government
Obligations, maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash, or a combination thereof,
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 (A) the principal and interest on all Securities of such series
on each date that such principal or interest is due and payable and (B) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of
such series; and if, in any such case, the Company shall also pay or cause to
be paid all other sums payable hereunder by the Company, then this Indenture
shall cease to be of further effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series and the Company's right of
optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders of Securities to
receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration), and remaining rights of
the Securityholders to receive mandatory sinking fund payments, if any, (iv)
the rights, obligations, duties and immunities of the Trustee hereunder, (v)
the rights of the holders of Securities of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or
any of them, and (vi) the obligations of the Company under Section 4.02) and
the Trustee, on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall
execute proper instruments acknowledging such satisfaction of and discharging
this Indenture; provided that the rights of Holders of the Securities to
receive amounts in respect of principal of, and interest on, the Securities
held by them shall not be delayed longer than
<PAGE> 95
78

required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Company agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

(B) The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a supplemental indenture
hereto pursuant to Section 2.01. In addition to discharge of the Indenture
pursuant to the next preceding paragraph, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Securities of a series
on the date of the deposit referred to in subparagraph (a) below, and the
provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series and the Company's right of
optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders of Securities to
receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration), and remaining rights of
the holders of Securities to receive mandatory sinking fund payments, if any,
(iv) the rights, obligations, duties and immunities of the Trustee hereunder,
(v) the rights of the holders of Securities as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (vi) the obligations of the Company under Section 4.02) and the
Trustee, at the expense of the Company, shall at the Company's request, execute
proper instruments acknowledging the same, if

(a) with reference to this provision the Company has
irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the holders of the Securities
of such series (i) cash in an amount, or (ii) Governmental Obligations
maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants
<PAGE> 96
79

expressed in a written certification thereof delivered to the Trustee,
to pay (A) the principal and interest on all Securities of such series
on each date that such principal or interest is due and payable and
(B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series;

(b) such deposit will not result in a breach or violation of,
or constitute a default under, any agreement or instrument to which
the Company is a party or by which it is bound;

(c) the Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or
(y) since the date hereof, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and such
opinion shall confirm that, the holders of the Securities of such
series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount and in the
same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

(d) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance
contemplated by this provision have been complied with; and

(e) no event or condition shall exist that, pursuant to the
provisions of Section 14.02 or 14.03, would prevent the Company from
making payments of the principal of or interest on the Securities of
such series on the date of such deposit.

SECTION 11.02. Subject to Section 11.04, all moneys deposited
with the Trustee (or other trustee) pursuant to Section 11.01 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular Securities of such series for the payment or redemption of which
such moneys
<PAGE> 97
80

have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other
funds except to the extent required by law.

SECTION 11.03. In connection with the satisfaction and
discharge of this Indenture with respect to Securities of any series, all
moneys then held by any paying agent under the provisions of this Indenture
with respect to such series of Securities shall, upon demand of the Company be
repaid to it or paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys.

SECTION 11.04. Any moneys deposited with, or paid to, the
Trustee or any paying agent for the payment of principal of, or interest on,
any Security of any series and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Company and unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Company by the Trustee for such
series or such paying agent, and the holder of any Securities of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon
cease; provided, however, that the Trustee or such paying agent, before being
required to make any such repayment with respect to moneys deposited with it
for any payment, shall, at the expense of the Company, mail by first-class mail
to holders of such Securities at their addresses as they shall appear on the
Security Register, notice that such moneys remain and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

SECTION 11.05. The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on, or assessed against,
the Governmental Obligations deposited pursuant to Section 11.01 or the
principal or interest received in respect of such obligations.
<PAGE> 98
81

ARTICLE XII

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every
name and nature, either at common law or in equity or by constitution or
statute, and any and all such rights and claims against every such
incorporator, stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Securities.

ARTICLE XIII

Miscellaneous Provisions

SECTION 13.01. All the covenants, stipulations, promises and
agreements in this Indenture made by, or on behalf of, the Company shall bind
its successors and assigns, whether so expressed or not.
<PAGE> 99
82

SECTION 13.02. Any act or proceeding required by any
provision of this Indenture to be authorized or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

SECTION 13.03. The Company, by instrument in writing executed
by authority of two-thirds of its Board of Directors and delivered to the
Trustee, may surrender any of the powers reserved to the Company and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

SECTION 13.04. Except as otherwise expressly provided herein,
any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: J.P. Morgan &
Co. Incorporated, 60 Wall Street, New York, New York 10015, Attention of
Secretary. Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

SECTION 13.05. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State
(without regard to principles of conflicts of laws thereof).

SECTION 13.06. (a) Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this
<PAGE> 100
83

Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture (other than the Certificate provided
pursuant to Section 5.03(d) shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 13.07. Except as provided pursuant to Section 2.01 in
one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Security or the date of
redemption of any Security shall not be a Business Day then payment of interest
or principal (and premium, if any) may be made on the next succeeding day which
is a Business Day with the same force and effect as if made on the nominal date
of maturity or redemption, and no interest shall accrue for the period after
such nominal date.

SECTION 13.08. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 13.09. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this
<PAGE> 101
84

Indenture and such Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.

SECTION 13.11. The Company will have the right at all times
to assign any of its rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company; provided that, in the event of
any such assignment, the Company will remain jointly and severally liable for
all such obligations. Subject to the foregoing, this Indenture is binding upon
and inures to the benefit of the parties thereto and their respective
successors and assigns. This Indenture may not otherwise be assigned by the
parties hereto.

SECTION 13.12. The Company hereby acknowledges that, to the
extent specifically set forth herein, prior to a Security Exchange with respect
to the Securities of any series held as trust assets of a JPM Capital Trust,
the holders of the Preferred Securities of such JPM Capital Trust shall
expressly be third party beneficiaries of this Indenture. The Company further
acknowledges that, prior to a Security Exchange with respect to Securities of
any series held as trust assets of a JPM Capital Trust, if the Property Trustee
of such JPM Capital Trust fails to enforce its rights under this Indenture as
the holder of the Securities of a series held as trust assets of such JPM
Capital Trust, any holder of the Preferred Securities of such JPM Capital Trust
may institute legal proceedings directly against the Company to enforce such
Property Trustee's rights under this Indenture without first instituting any
legal proceedings against such Property Trustee or any other Person.

ARTICLE XIV

Subordination of the Securities

SECTION 14.01. The Company, for itself, its successors and
assigns, covenants and agrees, and each holder of a Security likewise covenants
and agrees by his acceptance thereof, that any payment of principal of and
interest on each and all of the Securities is hereby expressly subordinated, to
the extent and in the manner hereinafter set forth, to the prior payment in
full of all Senior Indebtedness, Subordinated Indebtedness and Derivative
Obligations of the Company.
<PAGE> 102
85

SECTION 14.02. No payment of principal of or interest on the
Securities shall be made and no holder of the Securities shall be entitled to
demand or receive any such payment (i) unless all amounts then due for
principal of, premium, if any, and interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) on all Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations of the Company have been
paid in full or duly provided for, or (ii) if, at the time of such payment or
immediately after giving effect thereto, there shall exist with respect to any
such Senior Indebtedness, Subordinated Indebtedness or Derivative Obligations
any event of default permitting the holders thereof to accelerate the maturity
or payment thereof or any event which, with notice or lapse of time or both,
would become such an event of default.

SECTION 14.03. Upon any distribution of the assets of the
Company in connection with dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of the Company or
otherwise), the holders of Senior Indebtedness and Subordinated Indebtedness
and creditors in respect of Derivative Obligations of the Company shall first
be entitled to receive payment in full in accordance with the terms of such
Senior Indebtedness, Subordinated Indebtedness and Derivative Obligations of
the principal thereof, premium, if any, and the interest due thereon (including
interest accruing subsequent to the commencement of any proceeding for the
bankruptcy or reorganization of the Company under any applicable bankruptcy,
insolvency or similar law now or hereafter in effect) before the holders of the
Securities are entitled to receive any payment of the principal of, premium, if
any, or interest thereon; and, upon any such dissolution, winding up,
liquidation or reorganization, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other Debt
of the Company being subordinated to the payment of the Securities, shall be
made by the liquidating trustee or
<PAGE> 103
86

agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness and Subordinated Indebtedness and creditors in
respect of Derivative Obligations of the Company or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness, Subordinated
Indebtedness and Derivative Obligations may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the principal of,
premium, if any, and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency, or similar law now or
hereafter in effect) on the Senior Indebtedness, Subordinated Indebtedness and
Derivative Obligations of the Company held or represented by each, to the
extent necessary to pay in full all such Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness and Subordinated Indebtedness and creditors in respect
of Derivative Obligations.

In the event that, notwithstanding the foregoing, upon any
such dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other Debt of the
Company being subordinated to the payment of the Securities, shall be received
by the Trustee or the holders of the Securities before all Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations of the Company are paid in
full, such payment or distribution shall be held in trust for the benefit of
and shall be paid over to the holders of such Senior Indebtedness and
Subordinated Indebtedness and creditors in respect of Derivative Obligations or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness, Subordinated Indebtedness and Derivative Obligations may have
been issued, ratably as aforesaid for application to the payment of all Senior
Indebtedness, Subordinated Indebtedness and Derivative Obligations of the
Company remaining unpaid until all such Senior Indebtedness, Subordinated
Indebtedness and Derivative Obligations shall have been paid in full, after
<PAGE> 104
87

giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness and Subordinated Indebtedness and creditors in respect of
Derivative Obligations.

Subject to the payment in full of all Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations of the Company, the
holders of the Securities shall be subrogated (equally and ratably with the
holders of all Debt of the Company which by its express terms is subordinated
to Debt of the Company to substantially the same extent as the Securities are
subordinated and is entitled to like rights of subrogation) to the rights of
the holders of such Senior Indebtedness and Subordinated Indebtedness and
creditors in respect of Derivative Obligations to receive payments or
distributions of assets of the Company applicable to such Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations until the Securities shall
be paid in full and none of the payments or distributions to the holders of
such Senior Indebtedness and Subordinated Indebtedness and creditors in respect
of Derivative Obligations to which the holders of the Securities or the Trustee
would be entitled except for the provisions of this Article or of payments
over, pursuant to the provisions of this Article, to the holders of such Senior
Indebtedness and Subordinated Indebtedness and creditors in respect of
Derivative Obligations by the holders of the Securities or the Trustee shall,
as between the Company, its creditors other than the holders of such Senior
Indebtedness and Subordinated Indebtedness and creditors in respect of
Derivative Obligations and the holders of the Securities, be deemed to be a
payment by the Company to or on account of such Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations; it being understood that
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 the Senior Indebtedness and Subordinated Indebtedness and
creditors in respect of Derivative Obligations of the Company (and, the holders
of other Debt of the Company which by its terms is subordinated to Debt of the
Company to substantially the same extent as the Securities are subordinated and
entitled to like rights of subordination), on the other hand.

The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company
within the meaning of this
<PAGE> 105
88

Article. The Trustee shall be entitled to assume that no such event has
occurred unless the Company or any one or more holders of Senior Indebtedness
or Subordinated Indebtedness of the Company or any trustee therefor or any
creditor in respect of Derivative Obligations has given written notice thereof
to the Trustee at its corporate trust office. Upon any distribution of assets
of the Company referred to in this Article, the Trustee and the holders of the
Securities shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and Subordinated Indebtedness of the Company, the creditors in
respect of Derivative Obligations, the amounts thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, and the Trustee and the holders of the Securities
shall be entitled to rely upon a certificate of the liquidating trustee or
agent or other person making any distribution to the Trustee or to the holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
the Subordinated Indebtedness of the Company, the creditors in respect of
Derivative Obligations, the amounts thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article. In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any person, as a
holder of Senior Indebtedness or Subordinated Indebtedness of the Company or as
a creditor in respect of Derivative Obligations, to participate in any payment
or distribution pursuant to this Article, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of such Senior Indebtedness, Subordinated Indebtedness or such
Derivative Obligations, as applicable, held by such person, as to the extent to
which such person is entitled to participation in such payment or distribution,
and as to other facts pertinent to the rights of such person under this
Article, and if such evidence is not furnished, the Trustee may defer any
payment to such person pending judicial determination as to the right of such
person to receive such payment.

SECTION 14.04. In the event that any Securities are declared
due and payable before their Stated Maturity,
<PAGE> 106
89

then and in such event the holders of all Senior Indebtedness and Subordinated
Indebtedness and creditors in respect of Derivative Obligations outstanding at
the time such Securities so become due and payable shall be entitled to receive
payment in full of all amounts due on or in respect of such Senior
Indebtedness, Subordinated Indebtedness and Derivative Obligations (including
any amounts due upon acceleration), or provision shall be made for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Indebtedness, Subordinated Indebtedness and Derivative
Obligations before the holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, properties
or securities, including any such payment or distribution which may be payable
or deliverable by reason of the payment of any other Debt of the Company being
subordinated to the payment of the Securities, by the Company on account of the
principal of, premium, if any, or interest on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary; [provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or
as otherwise specified as contemplated by Section 2.01 for the Securities of
any series by delivering and crediting pursuant to Section 3.05 or as otherwise
specified as contemplated by Section 2.01 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to
such declaration of acceleration; provided [further], however, that holders of
Senior Indebtedness shall not be entitled to receive payment of any such
amounts in preference or prior to the Securities to the extent that such
Subordinated Indebtedness is by its terms subordinated in right of payment to
any trade creditors.

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other Debt of the
Company being subordinated to the payment of the Securities, shall be received
by the Trustee or the holders of the Securities before all Senior Indebtedness,
Subordinated Indebtedness and Derivative Obligations of the Company are paid in
full, such payment or distribution shall be held in trust for the benefit of
and shall be paid over to the holders of such Senior Indebtedness or
Subordinated Indebtedness or creditors in respect of such Derivative
<PAGE> 107
90

Obligations or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness, Subordinated Indebtedness and Derivative Obligations may
have been issued, ratably as aforesaid for application to the payment of all
Senior Indebtedness, Subordinated Indebtedness and Derivative Obligations of
the Company remaining unpaid until all such Senior Indebtedness, Subordinated
Indebtedness and Derivative Obligations shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness [shall be paid over and delivered forthwith to the
Company]. 4/

The provisions of this Section shall not apply to any payment
with respect to which Section 14.02 would be applicable.

SECTION 14.05. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall impair as
between the Company and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness and Subordinated
Indebtedness and the creditors in respect of Derivative Obligations, is
intended to rank pari passu with all other general obligations of the Company)
to pay to the holders of the Securities the principal of and interest
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on the
Securities as and when the same shall become due and payable in accordance with
the terms thereof, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Company other than the holders
of the Senior Indebtedness and Subordinated Indebtedness of the Company and
creditors in respect of Derivative Obligations of the Company, nor shall
anything herein or therein prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness and Subordinated Indebtedness of the Company,
and of creditors

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

4/ Goldman alternative.
<PAGE> 108
91

in respect of Derivative Obligations of the Company, in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

SECTION 14.06. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness or Subordinated
Indebtedness of the Company or creditors in respect of Derivative Obligations
of the Company, except as provided in Section 10.03.

SECTION 14.07. Notwithstanding any of the provisions of this
Article or any other provision of this Indenture, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee, unless and
until the Trustee shall have received at its corporate trust office written
notice thereof from the Company or from one or more holders of Senior
Indebtedness or Subordinated Indebtedness of the Company or from any trustee
therefor or from any creditor in respect of Derivative Obligations who shall
have been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such a holder, trustee or creditor; and,
prior to the receipt of any such written notice, the Trustee shall be entitled
in all respects to assume that no such facts exist; provided that if prior to
the fifth business day preceding the date upon which by the terms hereof any
such moneys may become payable for any purpose, or in the event of the
execution of an instrument pursuant to Section 11.01 acknowledging satisfaction
and discharge of this Indenture, then if prior to the second business day
preceding the date of such execution the Trustee shall not have received with
respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee may, in its
discretion, receive such moneys and apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such date; provided, however, no such
application shall affect the obligations under this Article of the persons
receiving such moneys from the Trustee. In any case, the Trustee shall have no
responsibility to holders of Senior Indebtedness or Subordinated Indebtedness
or creditors in respect of Derivative Obligations for payments made to holders
of Securities by the Company, any transfer agent or any paying agent unless
such payments are made at the direction of the Trustee.
<PAGE> 109
92

SECTION 14.08. Anything in this Indenture to the contrary
notwithstanding, any deposit of moneys by the Company with the Trustee, any
transfer agent or any paying agent (whether or not in trust) for the payment of
the principal of or interest on any Securities shall, except as provided in
Section 10.07, be subject to the provisions of Sections 14.01, 14.02, 14.03 and
14.04.

SECTION 14.09. No right of any present or future holders of
any Senior Indebtedness or Subordinated Indebtedness of the Company or
creditors in respect of Derivative Obligations to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder or creditor, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder or creditor may have
or be otherwise charged with. The holders of Senior Indebtedness and
Subordinated Indebtedness of the Company and the creditors in respect of
Derivative Obligations may at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any such Senior Indebtedness,
Subordinated Indebtedness or Derivative Obligations, or amend or supplement any
instrument pursuant to which any such Senior Indebtedness, Subordinated
Indebtedness or Derivative Obligations is issued or by which it may be secured,
or release any security therefor, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness and Subordinated
Indebtedness of the Company or Derivative Obligations including, without
limitation, the waiver of default thereunder, all without notice to or assent
from the holders of the Securities or the Trustee and without affecting the
obligations of the Company, the Trustee or the holders of the Securities under
this Article.

SECTION 14.10. Each holder of a Security, by his acceptance
thereof, authorizes and expressly directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article. If, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors
or otherwise) tending towards
<PAGE> 110
93

liquidation of the business and assets of the Company, a proper claim or proof
of debt in the form required in such proceeding is not filed by all of the
holders of the Securities prior to 30 days before the expiration of the time to
file such claim or claims, and is not filed by the Trustee pursuant to the
authority granted to the Trustee pursuant to the provisions of Section 6.02
prior to 15 days before such expiration, then the holder or holders of Senior
Indebtedness and Subordinated Indebtedness of the Company and creditors in
respect of Derivative Obligations are hereby authorized to, and have the right
to, file an appropriate claim for and on behalf of the holders of the
Securities.

SECTION 14.11. The Trustee shall be entitled to all of the
rights set forth in this Article in respect of any Senior Indebtedness,
Subordinated Indebtedness or Derivative Obligations of the Company at any time
held by it to the same extent as any other holder of such Senior Indebtedness
or Subordinated Indebtedness or creditor in respect of such Derivative
Obligations, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder or creditor.

SECTION 14.12. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article shall not be construed as
preventing the occurrence of an Event of Default under Section 6.01.

First Trust of New York, National Association, as Trustee,
hereby accepts the trust in this Indenture declared and provided, upon the
terms and conditions hereinabove set forth.

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

J.P. MORGAN & CO.
INCORPORATED,

-----------------------------------
Name:
Title:
<PAGE> 111
94

Attest:

-------------------------------
Name:
Title:
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
AS TRUSTEE,

-----------------------------------
Name:
Title:
Attest:

-------------------------------
Name:
Title:
<PAGE> 112
96

STATE OF NEW YORK, )
) ss.:
COUNTY OF NEW YORK, )

On __________, 199__ before me, _________________, Notary
Public, personally appeared _____________________ and
/ / personally known tome -OR-
/ / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

-------------------------
Signature of Notary

CAPACITY CLAIMED BY SIGNER
/ / INDIVIDUAL(S) _______________________
/ / CORPORATE OFFICER(S)
/ / PARTNER(S)
/ / ATTORNEY-IN-FACT
/ / TRUSTEE(S)
/ / GUARDIAN/CONSERVATOR
/ / OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

J.P. MORGAN & CO. INCORPORATED