MARSH & MCLENNAN COMPANIES INC, S-3, 1998-11-19

MARSH & MCLENNAN COMPANIES INC
S-3, 1998-11-19
INSURANCE AGENTS, BROKERS & SERVICE

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As filed with the Securities and Exchange Commission on November 19, 1998.
Registration No.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

MARSH & MCLENNAN COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)

36-2668272
(I.R.S. Employer Identification No.)

1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of each Registrant's Principal Executive Offices)

Gregory F. Van Gundy
General Counsel and Secretary
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345 -5000

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box: |_|

The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities Registered Aggregate Maximum Registration Fee
to be Registered (1) Price Per Unit Aggregate
(1)(2) Offering
Price (1) (2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value,
including Preferred
Stock
Purchase Rights
attached thereto(3)...

Preferred Stock, $1.00
par value..............

Senior Notes...........

Subordinated Notes.....

Total $2,700,000,000 $750,600
==========================================================================================

</TABLE>

(1) Such indeterminate number of shares of Common Stock and Preferred
Stock and such indeterminate principal amount of Senior Notes and
Subordinated Notes as may from time to time be issued at indeterminate
prices.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the
securities registered hereby will not exceed $2,700,000,000.

(3) The Preferred Stock Purchase Rights initially are attached to and
trade with all the shares of Common Stock outstanding as of, and
issued subsequent to, September 29, 1997, pursuant to the terms of
the Company's Rights Agreement, dated as of September 18, 1997. Until
the occurrence of certain prescribed events, the Preferred Stock
Purchase Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred only with
the Common Stock. The value attributable to such Preferred Stock
Purchase Rights, if any, is reflected in the market price of the
Common Stock.

Prospectus

$2,700,000,000

MARSH & MCLENNAN COMPANIES, INC.

Common Stock, Preferred Stock and Debt Securities

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

MARSH & MCLENNAN COMPANIES, INC. may sell

o common stock to the public.

o preferred stock to the public.

o debt securities to the public.

We urge you to read this prospectus and the accompanying prospectus
supplement, which will describe the specific terms of the common stock, the
preferred stock and the debt securities, carefully before you make your
investment decision.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus or the accompanying prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.

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

This prospectus may not be used to sell securities unless accompanied by
a prospectus supplement.

The date of this prospectus is November , 1998

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the "SEC") using a "shelf"
registration process. Under this shelf process, we may sell any combination
of the securities described in this prospectus in one of more offerings up
to a total dollar amount of $2,700,000,000. This prospectus provides you
with a general description of the securities we may offer. Each time we
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

Marsh & McLennan Companies, Inc. files reports, proxy statements, and
other information with the SEC. Such reports, proxy statements, and other
information concerning Marsh & McLennan Companies, Inc. can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an internet
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC, including Marsh & McLennan Companies, Inc. Marsh & McLennan
Companies, Inc.'s common stock is listed and traded on the New York Stock
Exchange ("NYSE"), the Chicago Stock Exchange ("CSE"), the Pacific Exchange
("PE") and the London Stock Exchange ("LSE"). These reports, proxy
statements and other information are also available for inspection at the
offices of the NYSE, 20 Broad Street, New York, New York 10005, the offices
of the CSE, 440 South LaSalle Street, Chicago, Illinois 60605 and at the
offices of the PE, 115 Sansome Street, 2nd Floor, San Francisco, California
94104.

This prospectus is part of a registration statement filed with the
SEC by Marsh & McLennan Companies, Inc. The full registration statement can
be obtained from the SEC as indicated above, or from Marsh & McLennan
Companies, Inc.

The SEC allows Marsh & McLennan Companies, Inc. to "incorporate by
reference" the information it files with the SEC. This permits Marsh &
McLennan Companies, Inc. to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. Marsh & McLennan Companies, Inc. incorporates
by reference the following documents which have been filed with the SEC:

o Annual Report on Form 10-K for the year ended December 31,
1997;

o Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;

o Current Reports on Form 8-K dated August 25, 1998 and
November 12, 1998;

o Proxy Statement on Schedule 14A filed with the SEC on
March 31, 1998;

o Registration Statement on Form 8-B dated May 22, 1969, as
amended by the Amendment to Application or Report on Form 8
dated February 3, 1987; and

o Registration Statement on Form 8-A dated October 10, 1997.

Marsh & McLennan Companies, Inc. incorporates by reference the
documents listed above and any future filings made with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 (the
"Exchange Act") until Marsh & McLennan Companies, Inc. files a
post-effective amendment which indicates the termination of the offering of
the securities made by this Prospectus.

Marsh & McLennan Companies, Inc. will provide without charge upon
written or oral request, a copy of any or all of the documents which are
incorporated by reference to this prospectus, other than exhibits which are
specifically incorporated by reference into such documents. Requests should
be directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166
Avenue of the Americas, New York, New York 10036-2774 (telephone number
(212) 345-5000).

MARSH & MCLENNAN COMPANIES, INC.

Marsh & McLennan Companies, Inc. (the "Company"), a professional
services organization with origins dating from 1871 in the United States,
is a holding company which, through its subsidiaries and affiliates,
provides clients with analysis, advice and transactional capabilities in
the fields of insurance and reinsurance broking, investment management and
consulting.

USE OF PROCEEDS

The Company intends to use the proceeds of any securities sold for
general corporate purposes, including working capital, acquisitions,
retirement of debt and other business opportunities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges
for the Company.

Nine Months Ended
Year Ended December 31, September 30,
----------------------- ------------------
1997(1) 1996 1995 1994 1993 1998 1997
------- ---- ---- ---- ---- ---- ----

7.3 11.8 11.3 13.4 13.2 11.7 10.5

______________
1 For the year ended December 31, 1997, income before income taxes
included $297 million of special charges related to the combination
with Johnson & Higgins, London real estate and the disposal of certain
EDP assets. Excluding those charges, the ratio of earnings to fixed
charges would have been 10.1.

DESCRIPTION OF SECURITIES

This prospectus contains a summary of the common stock, preferred
stock and debt securities of the Company. These summaries are not meant to
be a complete description of each security. However, this prospectus and
the accompanying prospectus supplement contain the material terms and
conditions for each security.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 406,000,000 shares
of capital stock, 400,000,000 of such shares being common stock, par value
$1.00 per share ("Common Stock"), and 6,000,000 shares being preferred
stock, par value $1.00 per share ("Preferred Stock"). No shares of
Preferred Stock were issued or outstanding as of November 18, 1998.

Common Stock

Each holder of Common Stock is entitled to one vote for each share
held on all matters to be voted upon by the stockholders of the Company.
The holders of outstanding shares of Common Stock, subject to any
preferences that may be applicable to any outstanding series of Preferred
Stock, are entitled to receive ratably such dividends out of assets legally
available therefor at such times and in such amounts as the Board of
Directors may from time to time determine. Upon liquidation or dissolution
of the Company, the holders of the Common Stock will be entitled to share
ratably in the assets of the Company legally available for distribution to
stockholders after payment of liabilities and subject to the prior rights
of any holders of any Preferred Stock then outstanding. Holders of the
Common Stock generally have no conversion, sinking fund, redemption,
preemptive or subscription rights. In addition, the Common Stock does not
have cumulative voting rights. Shares of the Common Stock are not subject
to further calls or assessments by the Company.

Preferred Stock

The Company is authorized to issue 6,000,000 shares of Preferred
Stock, none of which currently is issued or outstanding. The Board of
Directors of the Company has the authority, without further action by the
stockholders, to issue shares of Preferred Stock in one or more series and
to fix the number of shares, dividend rights, conversion rights, voting
rights, redemption rights, liquidation preferences, sinking funds, and any
other rights, preferences, privileges and restrictions applicable to each
such series of Preferred Stock. The holders of Preferred Stock will have
the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such Preferred Stock
pursuant to the Delaware General Corporation Law (the "DGCL").

The terms on which the Preferred Stock may be convertible into or
exchangeable for Common Stock or other securities of the Company will be
set forth in the prospectus supplement relating thereto. Such terms will
include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at the option of the Company, and may include
provisions pursuant to which the number of shares of Common Stock or other
securities of the Company to be received by the holders of Preferred Stock
would be subject to adjustment.

In connection with the Company's Stockholder Rights Plan (the "Rights
Plan"), the Board of Directors has authorized the issuance of up to
2,000,000 shares of Series A Junior Participating Preferred Stock ("Series
A Preferred Stock") upon exercise of preferred stock purchase rights issued
under the Rights Plan. Reference is hereby made to the Company's
Registration Statement on Form 8-A, dated October 10, 1997, which is
incorporated by reference herein, for a description of the preferred stock
purchase rights attached to the Common Stock and for a copy of the form of
the Certificate of Designation that sets forth the rights and preferences
of the Series A Preferred Stock.

Certain Provisions of the Company's Restated Certificate of
Incorporation and By-laws and the Delaware General Corporation Law

Classified Board of Directors. The Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides for a Board of
Directors divided into three classes, each class to consist as nearly as
possible of one-third of the directors. Each director serves for a term of
three years and until his or her successor is elected and qualified.
Pursuant to the Certificate of Incorporation, the number of directors of
the Company will be fixed from time to time by the Board of Directors.

Removal of Directors by Stockholders. The DGCL provides that members
of a classified board of directors may only be removed for cause by the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote on the election of such
directors.

Stockholder Nomination of Directors. The Company's Restated By-laws
(the "By-laws") provide that written notice must be given of any
stockholder nomination of a director not less than sixty nor more than
ninety days prior to the date of the meeting at which directors are to be
elected; provided, that if the date for such meeting is not the date set
forth in the By-laws and less than seventy five days notice or prior public
disclosure of the date for such meeting is given to stockholders, then
notice by a stockholder shall be timely if received by the Company no later
than fifteen days following the date such public disclosure was made.

No Action by Written Consent. The Certificate of Incorporation
provides that stockholders of the Company may not act by written consent
and may only act at duly called meetings of such stockholders.

Interested Stockholder Provision. Article EIGHTH of the Certificate
of Incorporation provides for higher stockholder voting requirements for
certain transactions (such as business combinations) with or otherwise
involving an Interested Stockholder (as defined below). Such a transaction
requires the approval of the holders of a majority of the Company's
outstanding voting power, voting together as a single class (but excluding
any voting stock owned by an Interested Stockholder), unless such
transaction is approved by a majority of Disinterested Directors (as
defined below), in which case the voting requirements of the DGCL, the
Certificate of Incorporation and the Company's By-laws otherwise applicable
govern. Article EIGHTH does not alter the additional requirements regarding
class votes available to holders of Preferred Stock, if any, which arise
under the DGCL and the Certificate of Incorporation.

Transactions covered by Article EIGHTH include mergers of the Company
or any of its subsidiaries with an Interested Stockholder, sales of all or
any substantial part of the assets of the Company and its subsidiaries to
an Interested Stockholder, the issuance or delivery of any securities of
the Company or any of its subsidiaries to an Interested Stockholder, any
loan, advance or guarantee, pledge or other financial assistance provided
by the Company or any of its subsidiaries to the Interested Stockholder,
any voluntary dissolution or liquidation of the Company or amendment to the
Company's By-laws, a reclassification of securities or recapitalization of
the Company or other transaction (if such reclassification,
recapitalization or other transaction results in the Interested Stockholder
increasing its proportionate share of any class of the Company's capital
stock) or any agreement, contract, or other arrangement to do any of the
foregoing.

An "Interested Stockholder" is defined in Article EIGHTH as any other
corporation, person, or entity which (i) beneficially owns or controls,
directly or indirectly, 10% or more of the voting stock of the Company (or
has announced a plan or intention to acquire such securities), and any
affiliate or associate of such corporation, person, or entity or (ii) is an
affiliate or associate of the Company and at any time within two years
prior to the date in question was the beneficial owner of 10% or more of
the voting stock of the Company. Specifically excluded from the definition
of Interested Stockholder are (i) the Company and any of its subsidiaries
and (ii) any profit-sharing, employee stock ownership or other employee
benefit plan of the Company or any subsidiary, or trustees or fiduciaries
for such.

A "Disinterested Director" is defined in Article EIGHTH as a director
who is not an affiliate, associate, representative, agent or employee of an
Interested Stockholder, and who was a member of the Board of Directors
prior to the time that the Interested Stockholder involved in the
transaction being considered became an Interested Stockholder, and any
successor to a Disinterested Director, while such successor is a member of
the Board of Directors, who is not an affiliate, associate, representative,
agent or employee of an Interested Stockholder and who was nominated by a
majority of the Disinterested Directors.

Article EIGHTH may not be altered, amended, or repealed without the
affirmative vote of the holders of a majority of the Company's outstanding
voting power, voting together as a single class (but excluding any voting
stock owned by an Interested Stockholder), except if recommended by a
majority of Disinterested Directors, in which case the voting requirements
of the DGCL, the Certificate of Incorporation and the Company's By-laws
otherwise applicable govern.

Delaware Business Combination Statute. The Company is subject to
Section 203 of the DGCL ("Section 203"), which restricts certain
transactions and business combinations between a corporation and an
"interested stockholder" (which is generally defined by Section 203 to be a
person owning 15% or more of the corporation's outstanding voting stock)
for a period of three years from the date the stockholder becomes an
interested stockholder. Subject to certain exceptions, unless the
transaction is approved by the Board of Directors and the holders of at
least two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder), Section 203
prohibits significant business transactions such as a merger with,
disposition of significant assets to or receipt of disproportionate
financial benefits by the interested stockholder, or any other transaction
that would increase the interested stockholder's proportionate ownership of
any class or series of the Company's capital stock. The statutory ban does
not apply if: (i) prior to the time that any stockholder became an
interested stockholder, the Board of Directors approved either the business
combination or the transaction in which such stockholder became an
interested stockholder, or (b) upon consummation of the transaction in
which any stockholder becomes an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock of the
corporation (excluding shares held by persons who are both directors and
officers or by certain employee stock plans).

Directors' Liability

The Certificate of Incorporation provides that a member of the Board
of Directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions by
the director not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the DGCL (relating to
the declaration of dividends and purchase or redemption of shares in
violation of the DGCL), or (iv) for transactions from which the director
derived an improper personal benefit.

The Certificate of Incorporation also provides for indemnification of
directors and officers to the fullest extent authorized by Delaware law.

Transfer Agent and Registrar

The Bank of New York acts as transfer agent and registrar for the
Common Stock.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may
relate. The particular terms of the debt securities offered by any
prospectus supplement and the extent, if any, to which such general
provisions may not apply to the debt securities so offered will be
described in the prospectus supplement relating to such debt securities.
For more information please refer to the indenture (the "Senior Indenture")
among the Company and a trustee to be selected (the "Senior Trustee"),
relating to the issuance of the senior notes, and the indenture (the
"Subordinated Indenture") among the Company and a trustee to be selected
(the "Subordinated Trustee"), relating to issuance of the subordinated
notes. Forms of these documents are filed as exhibits to the registration
statement, which includes this prospectus. Capitalized terms used in this
prospectus that are not defined will have the meanings given them in these
documents.

The senior notes will be issued under the Senior Indenture to be
entered into between the Company and the trustee named in the Senior
Indenture. The subordinated notes will be issued under the Subordinated
Indenture to be entered into between the Company and the trustee named in
the Subordinated Indenture. As used herein, the term "Indentures" refers to
both the Senior Indenture and the Subordinated Indenture. The Indentures
will be qualified under the Trust Indenture Act. As used herein, the term
"Debenture Trustee" refers to either the Senior Trustee or the Subordinated
Trustee, as applicable.

The following summaries of certain material provisions of the senior
notes, the subordinated notes and the Indentures are subject to, and
qualified in their entirety by reference to, all the provisions of the
Indenture applicable to a particular series of debt securities, including
the definitions therein of certain terms. Except as otherwise indicated,
the terms of the Senior Indenture and the Subordinated Indenture are
identical.

General

Each prospectus supplement will describe the following terms relating
to a series of notes:

o the title;

o any limit on the amount that may be issued;

o whether or not such series of notes will be issued in
global form, the terms and who the depository will be;

o the maturity date(s);

o the annual interest rate(s) (which may be fixed or variable) or
the method for determining the rate(s) and the date(s) interest
will begin to accrue, the date(s) interest will be payable and
the regular record dates for interest payment dates or the
method for determining such date(s);

o the place(s) where payments shall be payable;

o the Company's right, if any, to defer payment of interest
and the maximum length of any such deferral period;

o the date, if any, after which, and the price(s) at which, such
series of notes may, pursuant to any optional redemption
provisions, be redeemed at the Company's option, and other
related terms and provisions;

o the date(s), if any, on which, and the price(s) at which the
Company is obligated, pursuant to any mandatory sinking fund
provisions or otherwise, to redeem, or at the Holder's option
to purchase, such series of notes and other related terms and
provisions;

o the denominations in which such series of notes will be
issued, if other than denominations of $1,000 and any integral
multiple thereof; and

o any other terms (which terms shall not be inconsistent with
the Indenture).

Conversion or Exchange Rights

The terms on which a series of notes may be convertible into or
exchangeable for Common Stock or other securities of the Company will be
set forth in the prospectus supplement relating thereto. Such terms will
include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at the option of the Company, and may include
provisions pursuant to which the number of shares of Common Stock or other
securities of the Company to be received by the holders of such series of
notes would be subject to adjustment.

Consolidation, Merger or Sale

The Indentures do not contain any covenant which restricts the
ability of the Company to merge or consolidate, or sell, convey, transfer
or otherwise dispose of all or substantially all of their assets. However,
any successor or acquirer of such assets must assume all of the obligations
of the Company under the Indentures or the notes, as appropriate.

Events of Default Under the Indenture

The following are events of default under the Indentures with respect
to any series of notes issued:

o failure to pay interest when due and such failure continues
for 90 days and the time for payment has not been extended or
deferred;

o failure to pay the principal (or premium, if any) when due;

o failure to observe or perform any other covenant contained in
the notes or the Indentures (other than a covenant specifically
relating to another series of notes), and such failure
continues for 90 days after the Company receives notice from
the Debenture Trustee or holders of at least 25% in aggregate
principal amount of the outstanding notes of that series; and

o certain events of bankruptcy, insolvency or reorganization
of the Company.

If an event of default with respect to notes of any series occurs and
is continuing, the Debenture Trustee or the holders of at least 25% in
aggregate principal amount of the outstanding notes of that series, by
notice in writing to the Company (and to the Debenture Trustee if notice is
given by such holders), may declare the unpaid principal of, premium, if
any, and accrued interest, if any, due and payable immediately.

The holders of a majority in principal amount of the outstanding
notes of an affected series may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding:

o payment of principal, premium, if any, or interest; or

o certain covenants containing limitations on the Company's
ability to pay dividends and make payments on debt securities
in certain circumstances.

Any such waiver shall cure such default or event of default.

Subject to the terms of the Indentures, if an event of default under
an Indenture shall occur and be continuing, the Debenture Trustee will be
under no obligation to exercise any of its rights or powers under such
Indenture at the request or direction of any of the holders of the
applicable series of notes, unless such holders have offered the Debenture
Trustee reasonable indemnity. The holders of a majority in principal amount
of the outstanding notes of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee, with respect to the notes of that
series, provided that:

o it is not in conflict with any law or the applicable
Indenture;

o the Debenture Trustee may take any other action deemed
proper by it which is not inconsistent with such direction; and

o subject to its duties under the Trust Indenture Act, the
Debenture Trustee need not take any action that might involve
it in personal liability or might be unduly prejudicial to the
holders not involved in the proceeding.

A holder of the notes of any series will only have the right to
institute a proceeding under the Indentures or to appoint a receiver or
trustee, or to seek other remedies if:

o the holder has given written notice to the Debenture
Trustee of a continuing event of default with respect to
that series;

o the holders of at least 25% in aggregate principal amount of
the outstanding notes of that series have made written request,
and such holders have offered reasonable indemnity to the
Debenture Trustee to institute such proceedings as trustee; and

o the Debenture Trustee does not institute such proceeding, and
does not receive from the holders of a majority in aggregate
principal amount of the outstanding notes of that series other
conflicting directions within 60 days after such notice,
request and offer.

These limitations do not apply to a suit instituted by a holder of
notes if the Company defaults in the payment of the principal, premium, if
any, or interest on, the notes.

The Company will periodically file statements with the Debenture
Trustee regarding its compliance with certain of the covenants in the
Indentures.

Modification of Indenture; Waiver

The Company and the Debenture Trustee may change an Indenture without
the consent of any holders with respect to certain matters, including:

o to fix any ambiguity, defect or inconsistency in such
Indenture; and

o to change anything that does not materially adversely
affect the interests of any holder of notes of any series.

In addition, under the Indentures, the rights of holders of a series
of notes may be changed by the Company and the Debenture Trustee with the
written consent of the holders of at least a majority in aggregate
principal amount of the outstanding notes of each series that is affected.
However, the following changes may only be made with the consent of each
holder of any outstanding notes affected:

o extending the fixed maturity of such series of notes;

o reducing the principal amount, reducing the rate of or
extending the time of payment of interest, or any premium
payable upon the redemption of any such notes; or

o reducing the percentage of notes, the holders of which are
required to consent to any amendment.

Form, Exchange, and Transfer

The notes of each series will be issuable only in fully registered
form without coupons and, unless otherwise specified in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple
thereof. The Indentures will provide that notes of a series may be issuable
in temporary or permanent global form and may be issued as book-entry
securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depository named by the Company and identified in
a Prospectus Supplement with respect to such series.

At the option of the holder, subject to the terms of the Indentures
and the limitations applicable to global securities described in the
applicable prospectus supplement, notes of any series will be exchangeable
for other notes of the same series, in any authorized denomination and of
like tenor and aggregate principal amount.

Subject to the terms of the Indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement,
notes may be presented for exchange or for registration of transfer (duly
endorsed or with the form of transfer endorsed thereon duly executed if so
required by the Company or the Security Registrar) at the office of the
Security Registrar or at the office of any transfer agent designated by the
Company for such purpose. Unless otherwise provided in the notes to be
transferred or exchanged, no service charge will be made for any
registration of transfer or exchange, but the Company may require payment
of any taxes or other governmental charges. The Security Registrar and any
transfer agent (in addition to the Security Registrar) initially designated
by the Company for any notes will be named in the applicable prospectus
supplement. The Company may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve a change
in the office through which any transfer agent acts, except that the
Company will be required to maintain a transfer agent in each place of
payment for the notes of each series.

If the notes of any series are to be redeemed, the Company will not
be required to:

o issue, register the transfer of, or exchange any notes of that
series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any
such notes that may be selected for redemption and ending at
the close of business on the day of such mailing; or

o register the transfer of or exchange any notes so selected for
redemption, in whole or in part, except the unredeemed portion
of any such notes being redeemed in part.

Information Concerning the Debenture Trustee

The Debenture Trustee, other than during the occurrence and
continuance of an event of default under an Indenture, undertakes to
perform only such duties as are specifically set forth in the Indentures
and, upon an event of default under an Indenture, must use the same degree
of care as a prudent person would exercise or use in the conduct of his or
her own affairs. Subject to this provision, the Debenture Trustee is under
no obligation to exercise any of the powers given it by the Indentures at
the request of any holder of notes unless it is offered reasonable security
and indemnity against the costs, expenses and liabilities that it might
incur. The Debenture Trustee is not required to spend or risk its own money
or otherwise become financially liable while performing its duties unless
it reasonably believes that it will be repaid or receive adequate
indemnity.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement,
payment of the interest on any notes on any interest payment date will be
made to the person in whose name such notes (or one or more predecessor
securities) are registered at the close of business on the regular record
date for such interest.

Principal of and any premium and interest on the notes of a
particular series will be payable at the office of the paying agents
designated by the Company, except that unless otherwise indicated in the
applicable prospectus supplement, interest payments may be made by check
mailed to the holder. Unless otherwise indicated in such prospectus
supplement, the corporate trust office of the Debenture Trustee in The City
of New York will be designated as the Company's sole paying agent for
payments with respect to notes of each series. Any other paying agents
initially designated by the Company for the notes of a particular series
will be named in the applicable prospectus supplement. The Company will be
required to maintain a paying agent in each place of payment for the notes
of a particular series.

All moneys paid by the Company to a paying agent or the Debenture
Trustee for the payment of the principal of or any premium or interest on
any notes which remains unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to
the Company, and the holder of the security thereafter may look only to the
Company for payment thereof.

Governing Law

The Indentures and the notes will be governed by and construed in
accordance with the laws of the State of New York except to the extent that
the Trust Indenture Act shall be applicable.

Subordination of Subordinated Notes

The subordinated notes will be unsecured and will be subordinate and
junior in priority of payment to certain of the Company's other
indebtedness to the extent described in a prospectus supplement. The
Subordinated Indenture does not limit the amount of subordinated notes
which the Company may issue, nor does it limit the Company from issuing any
other secured or unsecured debt.

PLAN OF DISTRIBUTION

The Company may sell Common Stock, Preferred Stock or any series of
debt securities being offered hereby in one or more of the following ways
from time to time:

o to underwriters for resale to the public or to
institutional investors;

o directly to institutional investors; or

o through agents to the public or to institutional investors.

The prospectus supplements will set forth the terms of the offering
of the securities, including the name or names of any underwriters or
agents, the purchase price of such securities and the proceeds to the
Company from such sale, any underwriting discounts or agency fees and other
item's constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which such securities may
be listed.

If underwriters are used in the sale, the securities will be acquired
by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a
fixed public offering price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.

Unless otherwise set forth in a prospectus supplement, the
obligations of the underwriters to purchase any series of securities will
be subject to certain conditions precedent and the underwriters will be
obligated to purchase all of such series of securities, if any are
purchased.

Underwriters and agents may be entitled under agreements entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof. Underwriters and agents may be
customers of, engage in transactions with, or perform services for the
Company and its affiliates in the ordinary course of business.

Each series of securities will be a new issue of securities and will
have no established trading market other than the Common Stock which is
listed on the NYSE, the CSE, the PE and the LSE. Any Common Stock sold
pursuant to a prospectus supplement will be listed on the NYSE, the CSE,
the PE and the LSE, subject to official notice of issuance. Any
underwriters to whom securities are sold by the Company for public offering
and sale may make a market in the securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice. The securities, other than the Common Stock, may or may not
be listed on a national securities exchange.

LEGAL OPINIONS

The validity of the securities being offered hereby is being passed
upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York,
New York.

EXPERTS

The consolidated financial statements and supplemental notes of the
Company and its subsidiaries as of December 31, 1997 and 1996 and for each
of the years in the three year period ended December 31, 1997, included and
incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997 and incorporated by reference into this
Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses to be borne by the
Company in connection with the offerings described in this Registration
Statement. All such expenses other than the Securities and Exchange
Commission registration fee are estimates.

Securities and Exchange Commission Registration Fee. $750,600
Transfer Agents, Trustees and Depositary's
Fees and Expenses................................ 10,000
Printing and Engraving Fees and Expenses............ 75,000
Accounting Fees and Expenses........................ 100,000
Legal Fees.......................................... 150,000
Rating Agency Fees.................................. 100,000
Miscellaneous (including Listing
Fees, if applicable)............................. 14,400
----------
Total..................................... $1,200,000
==========

Item 15. Indemnification of Directors and Officers

As authorized by Section 145 of the General Corporation Law of
the State of Delaware, each director and officer of the Corporation may be
indemnified by the Corporation against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he is involved by reason of
the fact that he is or was a director or officer of the Company if he acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe
that his conduct was unlawful. If the legal proceeding, however, is by or
in the right of the Company, the director or officer may not be indemnified
in respect of any claim, issue or matter as to which he shall have been
adjudged to be liable for negligence or misconduct in the performance of
his duty to the Company unless a court determines otherwise.

In addition, the Company maintains directors' and officers'
liability policies.

Article Sixth of the Restated Certificate of Incorporation of
the Corporation and Article VI of the Bylaws of the Corporation provide
that, to the fullest extent permitted by law, directors of the Company will
not be liable for monetary damages to the Company or its stockholders for
breaches of their fiduciary duties.

Item 16. Exhibits

The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.

Exhibit
Number Description of Exhibits
- -------- -----------------------

1.1 The form of Underwriting Agreement will be filed as an exhibit
to a Current Report of the Registrant on Form 8-K and
incorporated herein by reference.
4.1 Form of Senior Indenture.
4.2 Form of Subordinated Indenture.
4.3 The form of any Senior Note with respect to each particular
series of Senior Notes issued hereunder will be filed as an
exhibit to a Current Report of the Registrant on Form 8-K and
incorporated herein by reference.
4.4 The form of any Subordinated Note with respect to each
particular series of Subordinated Notes issued hereunder will
be filed as an exhibit to a Current Report of the Registrant on
Form 8-K and incorporated herein by reference.
4.5 The form of any certificate of designation with respect to any
preferred stock issued hereunder will be filed as an exhibit to
a Current Report of the Registrant on Form 8-K and incorporated
herein by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche LLP, Independent Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors of the
Company.
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of , as Trustee under the Senior
Indenture.*
25.2 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of , as Trustee
under the Subordinated Indenture.*

- ----------------
* To be filed by amendment.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, provided, however, that paragraphs (1)(i) and 1(ii)
do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set forth
in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Marsh &
McLennan Companies, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, in the State of New York on November 19, 1998.

MARSH & MCLENNAN COMPANIES, INC.

By /s/ A.J.C. Smith
__________________________________________
Name: A.J.C. Smith
Title: Chairman & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ A.J.C. Smith Chairman & Chief Executive Officer
_____________________ (Principal Executive Officer) November 19, 1998
A.J.C. Smith

/s/ Frank J. Borelli Senior Vice President &
______________________ Chief Financial Officer
Frank J. Borelli (Principal Financial Officer) November 19, 1998

/s/ Douglas C. Davis Vice President and
_____________________ Controller (Principal
Douglas C. Davis Accounting Officer) November 19, 1998

*
_____________________
Norman Barham Director November 19, 1998

*
_____________________
Lewis W. Bernard Director November 19, 1998

*
_____________________
Richard H. Blum Director November 19, 1998

*
_____________________
Peter Coster Director November 19, 1998

*
_____________________
Robert F. Erburu Director November 19, 1998

*
_____________________
Jeffrey W. Greenberg Director November 19, 1998

*
____________________
Ray J. Groves Director November 19, 1998

*
_____________________
Stephen R. Hardis Director November 19, 1998

*
_____________________
Gwendolyn S. King Director November 19, 1998

*
______________________
The Rt. Hon. Lord Lang Director November 19, 1998
of Monkton

*
_____________________
Lawrence J. Lasser Director November 19, 1998

*
_____________________
David A. Olsen Director November 19, 1998

*
_____________________
John D. Ong Director November 19, 1998

*
____________________
George Putnam Director November 19, 1998

*
____________________
Adele Smith Simmons Director November 19, 1998

*
____________________
John T. Sinnott Director November 19, 1998

*
____________________
Frank J. Tasco Director November 19, 1998

*
____________________
Saxon Riley Director November 19, 1998

*
____________________
William Robert Patrick
White-Cooper Director November 19, 1998

* Gregory F. Van Gundy, by signing his name hereto, does hereby
execute this Registration Statement on behalf of the directors of the
Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and filed as exhibits to the
Registration Statement.

By: /s/ Gregory F. Van Gundy
__________________________
Gregory F. Van Gundy
Attorney-in-fact

EXHIBIT INDEX

Exhibit
Number Description of Exhibits
- -------- -----------------------

- ----------------
* To be filed by amendment.

INDENTURE, dated as of [ ], 1998, among Marsh & McLennan
Companies, Inc., a Delaware corporation (the "Company"), and [ ],
as trustee (the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series as in this Indenture provided, 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; and

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

NOW, THEREFORE, in consideration of the premises and the purchase
of the Securities by the holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the holders of
Securities:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions of Terms.

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 and of any indenture supplemental hereto
shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that 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 the execution of this instrument.

"Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to
vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or
director of the specified Person, and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer,
director or general partner.

"Authenticating Agent" means an authenticating agent with respect
to all or any of the series of Securities appointed with respect to all or
any series of the Securities by the Trustee pursuant to Section 2.10.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company
or any duly authorized committee of such Board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification.

"Business Day" means, with respect to any series of Securities,
any day other than a day on which Federal or State banking institutions in
the Borough of Manhattan, The City of New York, are authorized or obligated
by law, executive order or regulation 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 13.07.

"Company" means Marsh & McLennan Companies, Inc., a corporation
duly organized and existing under the laws of the State of Delaware, and,
subject to the provisions of Article Ten, 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 hereof is located at
[ ], except that whenever a
provision herein refers to an office or agency of the Trustee in the
Borough of Manhattan, The City of New York, such office is located, at
the date hereof, at [ ].

"Custodian" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

"Default" means any event, act or condition that 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 and 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.

"Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, 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.

"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 that, 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, however, 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.

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

"Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

"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.

"Officers' Certificate" means a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or
an Assistant Secretary of the Company that is delivered to the Trustee in
accordance with the terms hereof. Each such certificate shall include the
statements provided for in Section 13.07, if and to the extent required by
the provisions thereof.

"Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.

"Outstanding", when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, 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 cancellation or that 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 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 Three 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, partnership, joint-
venture, joint-stock company, unincorporated organization or government or
any agency or political subdivision thereof.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 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.

"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.

"Securities" means the debt Securities authenticated and
delivered under this Indenture.

"Securityholder", "holder of Securities", "registered holder", or
other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

"Subsidiary" means, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at
the time be owned, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries,
(ii) any general partnership, joint venture or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the
time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

"Trustee" means [ ], 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 shall mean the
trustee with respect to that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.

"Voting Stock", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having
such power only by reason of the occurrence of a contingency.

ARTICLE II

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

SECTION 2.01 Designation and Terms of Securities.

(a) The aggregate principal amount of Securities that 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 from time to time authorized
by or pursuant to a Board Resolution of the Company or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate
of the Company, or established in one or more indentures supplemental
hereto:

(1) the title of the Security 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 that series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of that series);

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

(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 the interest payment periods
and the duration of such extension;

(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 participation 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 such series;

(10) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which
the Securities of the series shall be issuable;

(11) any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture)
including any terms which may be required by or advisable under United
States laws or regulations or advisable in connection with the
marketing of Securities of that series;

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

(13) whether the Securities will be convertible into shares of
common stock or other securities of the Company and, if so, the terms
and conditions upon which such Securities will be so convertible,
including the conversion price and the conversion period;

(14) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01; and

(15) any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series.

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 such Board Resolution or in any indentures supplemental
hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate of the Company setting forth the
terms of the series.

Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or
different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different
redemption dates.

SECTION 2.02 Form of Securities and Trustee's Certificate.

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 or as provided in a Board Resolution of the Company and as set forth
in an Officers' Certificate of the Company and the 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 Denominations: Provisions for Payment.

The Securities shall be issuable as registered Securities and in
the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(11). 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 the coin or
currency of the United States of America that at the time 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
composed of twelve 30-day months.

The interest installment on any Security that 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 said
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 and 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 that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same 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 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 respective 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 a Board Resolution of the Company
or one or more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, 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
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
hereof shall occur, if such Interest Payment Date is the first day of a
month, or 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 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.

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, that were carried
by such other Security.

SECTION 2.04 Execution and Authentications.

The Securities shall be signed on behalf of the Company by its
President, or one of its Vice Presidents, or its Treasurer, or one of its
Assistant Treasurers, or its Secretary, or one of its Assistant
Secretaries, under its corporate seal attested by its Secretary or one of
its Assistant Secretaries. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any
Person who shall have been a President or Vice President thereof, or of any
Person who shall have been a Secretary or Assistant Secretary thereof,
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 President or a Vice President, or the Secretary or an Assistant
Secretary, of the Company. The seal of the Company may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. The Securities may contain such
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the
Trustee.

A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture.

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 for the authentication and delivery of
such Securities, signed by its President or any Vice President and its
Secretary or any Assistant Secretary, and the Trustee in accordance with
such written order shall authenticate and deliver 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 and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

SECTION 2.05 Registration of Transfer and Exchange.

(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 deliver in exchange therefor the Security or Securities of
the same series that the Securityholder making the exchange shall be
entitled to receive, bearing numbers not contemporaneously outstanding.

(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 transfer 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, the Company shall
execute, the Trustee shall authenticate and such office or agency shall
deliver 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
such holder's 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 of
a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

(d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Securities of any series or
portions thereof called for redemption. The provisions of this Section
2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

SECTION 2.06 Temporary Securities.

Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Securities shall be 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 deliver 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 Mutilated, Destroyed, Lost or Stolen Securities.

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 the Company's request the
Trustee (subject as aforesaid) shall authenticate and deliver, 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 the Trustee 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 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 deliver 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
that 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 the Trustee such security or
indemnity as they may require to save 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 replacement Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, 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 Cancellation.

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 surrendered to the Trustee, shall be cancelled 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
request of the Company at the time of such surrender, the Trustee shall
deliver to the Company canceled Securities held by the Trustee. In the
absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. 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 cancellation.

SECTION 2.09 Benefits of Indenture.

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 Authenticating Agent.

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. Each Authenticating Agent shall be acceptable to
the Company and shall be a corporation that 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 that 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.

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 Global Securities.

(a) If the Company shall establish pursuant to Section 2.01 that
the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an 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 the 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 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 deliver the 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 a Global
Security 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 the 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 the Global
Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange
for the 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.

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption.

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 hereof.

SECTION 3.02 Notice of Redemption.

(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, the Company shall,
or shall cause the Trustee to, give notice of such redemption to holders of
the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not
more than 90 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Security
Register unless a shorter period is specified in the Securities to be
redeemed. Any notice that 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 Security is to be
redeemed in part only, the notice that 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 such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars
($1,000) or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than $1,000, 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 Payment Upon Redemption.

(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 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
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
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such 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 that 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
deliver to the holder thereof, at the expense of the Company, a new
Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.

SECTION 3.04 Sinking Fund.

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 a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment". If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 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 Satisfaction of Sinking Fund Payments with
Securities.

The Company (i) may deliver Outstanding Securities of a series
(other than any Securities previously called for redemption) and (ii) may
apply as a credit Securities of a series that have been redeemed either at
the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series, provided that such Securities
have not been previously so credited. 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 Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and 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 of 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

SECTION 4.01 Payment of Principal, Premium and Interest.

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 that
series at the time and place and in the manner provided herein and
established with respect to such Securities.

SECTION 4.02 Maintenance of Office or Agency.

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 such purposes or any of
them. 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 Paying Agents.

(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 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 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 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 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 (an 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 this action or failure so to act.

(c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, 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 Appointment to Fill Vacancy in Office of Trustee.

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.

SECTION 4.05 Compliance with Consolidation Provisions.

The Company will not, while any of the Securities remain
Outstanding, consolidate with, or merge into, or merge into itself, or sell
or convey all or substantially all of its property to any other company
unless the provisions of Article Ten hereof are complied with.

ARTICLE V

SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders.

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 furnish 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, in
either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

SECTION 5.02 Preservation Of Information; Communications With
Securityholders.

(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) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect
to their rights under this Indenture or under the Securities.

SECTION 5.03 Reports by the Company.

(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)
that 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 that 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.

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

(c) The Company covenants and agrees to transmit by mail, first
class postage prepaid, or reputable over-night delivery service that
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.

SECTION 5.04 Reports by the Trustee.

(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, if and to the extent required under Section 313(a) of the Trust
Indenture Act.

(b) The Trustee shall comply with Section 313(b) and 313(c) of
the Trust Indenture Act.

(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 Events of Default.

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

(1) the Company defaults 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 90 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 for this purpose;

(2) the Company defaults 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;
provided, however, that a valid extension of the maturity of such
Securities in accordance with the terms of any indenture supplemental
hereto shall not constitute a default in the payment of principal or
premium, if any;

(3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this
Indenture or otherwise established with respect to that series of
Securities pursuant to Section 2.01 hereof (other than a covenant or
agreement that has been expressly included in this Indenture 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;

(4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the
entry of an order for relief against it in an involuntary case, (iii)
consents to the appointment of a Custodian of it or for all or
substantially all of its property or (iv) makes a general assignment
for the benefit of its creditors; or

(5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a Custodian of the Company for all or
substantially all of their respective property, or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed
and in effect for 90 days.

(b) In each and every such case, unless the principal of all the
Securities of that 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, 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, notwithstanding
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.

(c) At any time after the principal of the Securities of that
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 holders of a majority in aggregate
principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that
series that 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 that
series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default
under the Indenture with respect to such series, other than the nonpayment
of principal on Securities of that series that shall not have become due by
their terms, shall have been remedied or waived as provided in Section
6.06.

No such rescission and annulment shall extend to or shall affect
any subsequent default or impair any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the
Company, and the Trustee shall be restored respectively to their former
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.

SECTION 6.02 Collection of Indebtedness and Suits for
Enforcement by Trustee.

(a) The Company covenants that (1) in case it shall default 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 that series as and when the same shall have
become due and payable, and such default shall have continued for a period
of 90 Business Days, or (2) in case it shall default 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 that series,
the whole amount that then shall have been become due and payable on all
such Securities 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) upon overdue installments of interest at the rate per
annum expressed in the Securities of that 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) If the Company shall fail to pay such amounts forthwith 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 that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or
judicial proceedings affected the Company, or its creditors or property,
the Trustee shall have 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 under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company 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 that 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 the 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.

Nothing contained herein 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 that 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 Application of Moneys Collected.

Any moneys collected by the Trustee pursuant to this Article 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 that series, and
notation 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; and

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.

SECTION 6.04 Limitation on Suits.

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 (i) such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own
name as trustee hereunder; (iii) such holder or holders 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 (iv)
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 and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

Notwithstanding anything contained herein to the contrary, any
other provisions of this Indenture, 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 and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker
and holder of every Security of such series with every other such taker and
holder 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.

SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver.

(a) Except as otherwise provided in Section 2.07, 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 other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in
this Indenture or otherwise established with respect to such Securities.

(b) No delay or omission of the Trustee or of any holder of any
of the Securities to exercise any right or power accruing upon any 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 default or on
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 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 Control by Securityholders.

The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance
with Section 8.04, 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 be unduly
prejudicial to the rights of holders of Securities of any other series at
the time Outstanding determined in accordance with Section 8.04. 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 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 affected thereby, determined in
accordance with Section 8.04, 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 that series as and when the same shall become due by the
terms of such Securities otherwise than by 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)). 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 Undertaking to Pay Costs.

All parties to this Indenture agree, and each holder of any
Securities by such holder's 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, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or
interest on any Security 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 Certain Duties and Responsibilities of Trustee.

(a) The Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may
have occurred, shall undertake to perform with respect to the 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
the Securities of a series has occurred (that 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.

(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 willful misconduct, except that:

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

(i) the duties and obligations of the Trustee shall
with respect to the Securities of such series be determined
solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to the 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 the 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 that 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 requirement of this Indenture;

(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
amount of the Securities of any series at the time Outstanding
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 that series; and

(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.

SECTION 7.02 Certain Rights of Trustee.

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 President or any
Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof (unless other evidence in
respect thereof is specifically prescribed herein);

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

(d) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of
this Indenture, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the
Securities (that 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 Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); 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 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 Trustee Not Responsible for Recitals or Issuance
or Securities.

(a) The recitals contained herein and in 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 May Hold Securities.

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 Moneys Held in Trust.

Subject to the provisions of Section 11.05, 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 Compensation and Reimbursement.

(a) The Company covenants and agrees to pay to the Trustee, and
the Trustee shall be entitled to, such reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), as the Company, and the Trustee may from time
to time agree in writing, 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, except as otherwise
expressly provided herein, 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 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 of 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 Reliance on Officers' Certificate.

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 Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08 Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

SECTION 7.09 Corporate Trustee Required; Eligibility.

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 U.S. dollars
($50,000,000), 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 Resignation and Removal; Appointment of Successor.

(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 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 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 one of the following shall occur:

(1) the Trustee shall fail to comply with the provisions 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 commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, 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, or, unless the Trustee's duty to resign
is stayed as provided herein, any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months may,
on behalf of that holder and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee. Such court 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 may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the
consent of the Company.

(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 or more series or all of
such series, and at any time there shall be only one Trustee with respect
to the Securities of any particular series.

SECTION 7.11 Acceptance of Appointment By Successor.

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

(b) In case of the appointment hereunder of a successor trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to
the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) 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, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

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

(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 Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that
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 or 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 delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.

SECTION 7.13 Preferential Collection of Claims Against the
Company.

The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders.

Whenever in this Indenture it is provided that the holders of a
majority or specified 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 that
series have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by such holders of Securities of
that 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, however, 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 Proof of Execution by Securityholders.

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.

(b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

SECTION 8.03 Who May be Deemed Owners.

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 Certain Securities Owned by Company Disregarded.

In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that
series that are owned by the Company or any other obligor on the Securities
of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any 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 that
the Trustee actually knows are so owned shall be so disregarded. The
Securities so owned that 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.

SECTION 8.05 Actions Binding on Future Securityholders.

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 percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that 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 taken by the holders
of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action 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 Supplemental Indentures Without the Consent of
Securityholders.

In addition to any supplemental indenture otherwise authorized by
this Indenture, the Company 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 as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes:

(a) to cure any ambiguity, defect, or inconsistency herein, in
the Securities of any series;

(b) to comply with Article Ten;

(d) to add to the covenants of the Company for the benefit of
the holders of all or any Series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company;

(e) to add to, delete from, or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes
of issue, authentication, and delivery of Securities, as herein set forth;

(f) to make any change that does not adversely affect the rights
of any Securityholder in any material respect; or

(g) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to
add to the rights of the holders of any series of Securities.

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture that 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 by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.

SECTION 9.02 Supplemental Indentures With Consent of
Securityholders.

With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, 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 as then in effect) 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 not covered by Section 9.01 the
rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof or (ii) reduce the aforesaid percentage
of Securities, the holders of which are required to consent to any such
supplemental indenture.

It shall not be necessary for the consent of the Securityholders
of any series affected thereby 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.

SECTION 9.03 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, 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 the 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.

SECTION 9.04 Securities Affected by Supplemental Indentures.

Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.01,
may bear a notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of that series so modified
as to conform, in the opinion of the Board of Directors of the Company, 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 that series then Outstanding.

SECTION 9.05 Execution of Supplemental Indentures.

Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, 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. The Trustee, subject to the provisions of Section
7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not
be provided in connection with the execution of a supplemental indenture
that establishes the terms of a series of Securities pursuant to Section
2.01 hereof.

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their
names and addresses appear upon the Security Register. Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

ARTICLE X

SUCCESSOR CORPORATION

SECTION 10.01 Company May Consolidate, Etc.

Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any
other corporation or corporations (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance, transfer or other disposition of the property of the
Company or its successor or successors as an entirety, or substantially as
an entirety, to any other corporation (whether or not affiliated with the
Company or its successor or successors) authorized to acquire and operate
the same; provided, however, the Company hereby covenants and agrees that,
upon any such consolidation, merger, sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (premium, if
any) and interest on all of the Securities of all series in accordance with
the terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture (which shall conform
to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee
by the entity formed by such consolidation, or into which the Company shall
have been merged, or by the entity which shall have acquired such property.

SECTION 10.02 Successor Corporation Substituted.

(a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of, premium, if any, and interest on all of the
Securities of all series Outstanding and the due and punctual performance
of all of the covenants and conditions of this Indenture or established
with respect to each series of the Securities pursuant to Section 2.01 to
be performed by the Company with respect to each series, such successor
corporation shall succeed to and be substituted for the Company with the
same effect as if it had been named as the Company herein, and thereupon
the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.

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

(c) Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring
by purchase or otherwise all or any part of the property of any other
Person (whether or not affiliated with the Company).

SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture.

If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities that shall have ben destroyed,
lost or stolen and that shall have been replaced or paid as provided in
Section 2.07) and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held
in trust by the Company (and thereupon repaid to the Company or discharged
from such trust, as provided in Section 11.05); or (b) all such Securities
of a particular 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 the Company shall deposit or cause to
be deposited with the Trustee as trust funds the entire amount in moneys
or Governmental Obligations sufficient 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 at maturity or upon redemption all Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable
hereunder with respect to such series by the Company then this Indenture
shall thereupon cease to be of further effect with respect to such series
except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date,
as the case may be, and Sections 7.06 and 11.05, that shall survive to such
date and thereafter, and the Trustee, on demand of the Company and at the
cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect
to such series.

SECTION 11.02 Discharge of Obligations.

If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid
by the Company by depositing irrevocably with the Trustee as trust funds
moneys or an amount of Governmental Obligations sufficient to pay at
maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date
such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and
11.05 hereof that shall survive until such Securities shall mature and be
paid. Thereafter, Sections 7.06 and 11.05 shall survive.

SECTION 11.03 Deposited Moneys to be Held in Trust.

All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which
such moneys or Governmental Obligations have been deposited with the
Trustee.

SECTION 11.04 Payment of Moneys Held by Paying Agents.

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

SECTION 11.05 Repayment to Company.

Any moneys or Governmental Obligations deposited with any paying
agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Securities of a particular
series that are not applied but remain unclaimed by the holders of such
Securities for at least two years after the date upon which the principal
of (and premium, if any) or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Company on May
31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof.

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

SECTION 12.01 No Recourse.

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, of, 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 Effect on Successors and Assigns.

All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.

SECTION 13.02 Actions by Successor.

Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the 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 Surrender of Company Powers.

The Company by instrument in writing executed by authority of 2/3
(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 Notices.

Except as otherwise expressly provided herein any notice or
demand that 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: Marsh &
McLennan Companies, Inc., 1166 Avenue of the Americas, New York, New York
10036-2774. 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 Governing Law.

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

SECTION 13.06 Treatment of Securities as Debt.

It is intended that the Securities will be treated as
indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this
intention.

SECTION 13.07 Compliance Certificates and Opinions.

(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 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 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 13.08 Payments on Business Days.

Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established 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 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 13.09 Conflict with Trust Indenture Act.

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 13.10 Counterparts.

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

SECTION 13.11 Separability.

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

SECTION 13.12 Assignment.

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 liable for all such obligations.
Subject to the foregoing, the 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 thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed all as of the day and year first above written.

MARSH & MCLENNAN COMPANIES, INC.

By:______________________________
Name:
Title:

[ ],
as Trustee

By:______________________________
Name:
Title:

MARSH & MCLENNAN COMPANIES INC.,
Issuer

AND

[ ],
Trustee

___________________________________

INDENTURE

Dated as of [ ], 1998

___________________________________

Senior Debt Securities

CROSS-REFERENCE TABLE(1)

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
------------------- ----------

310(a) . . . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . . . 7.08
7.10
310(c) . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . . . Inapplicable
5.02(a)
312(b) . . . . . . . . . . . . . . . . . . . 5.02(b)
312(c) . . . . . . . . . . . . . . . . . . . 5.02(c)
313(a) . . . . . . . . . . . . . . . . . . . 5.04(a)
313(b) . . . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . . . 5.04(a)
5.04(b)
313(d) . . . . . . . . . . . . . . . . . . . 5.04(c)
314(a) . . . . . . . . . . . . . . . . . . . 5.03
314(b) . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . 13.06
314(d) . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . 7.01(a)
7.02
315(b) . . . . . . . . . . . . . . . . . . . 6.07
315(c) . . . . . . . . . . . . . . . . . . . 7.01
315(d) . . . . . . . . . . . . . . . . . . . 7.01(b)
7.01(c)
315(e) . . . . . . . . . . . . . . . . . . . 6.07
316(a) . . . . . . . . . . . . . . . . . . . 6.06
8.04
316(b) . . . . . . . . . . . . . . . . . . . 6.04
316(c) . . . . . . . . . . . . . . . . . . . 8.01
317(a) . . . . . . . . . . . . . . . . . . . 6.02
317(b) . . . . . . . . . . . . . . . . . . . 4.03
318(a) . . . . . . . . . . . . . . . . . . . 13.08

- -------------------
1 This Cross-Reference Table does not constitute part of the
Indenture and shall not have any bearing on the interpretation of
any of its terms or provisions.

TABLE OF CONTENTS(1)

Page
----

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions of Terms . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . 2
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . 2
Certificate . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . 2
Custodian . . . . . . . . . . . . . . . . . . . . . . . 2
Default . . . . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . 3
Governmental Obligations . . . . . . . . . . . . . . . . 3
"herein", "hereof" and "hereunder . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . 3
Interest Payment Date . . . . . . . . . . . . . . . . . 3
Officers' Certificate . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . . . . . . 4
Person . . . . . . . . . . . . . . . . . . . . . . . . . 4
Predecessor Security . . . . . . . . . . . . . . . . . . 4
Responsible Officer . . . . . . . . . . . . . . . . . . 4
Securities . . . . . . . . . . . . . . . . . . . . . . . 5
Securityholder . . . . . . . . . . . . . . . . . . . . . 5
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . 5
Trustee . . . . . . . . . . . . . . . . . . . . . . . . 5
Trust Indenture Act . . . . . . . . . . . . . . . . . . 5
Voting Stock . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II

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

SECTION 2.01 Designation and Terms of Securities . . . . . . . . . . 5
SECTION 2.02 Form of Securities and Trustee's Certificate . . . . . . 7
SECTION 2.03 Denominations: Provisions for Payment . . . . . . . . . 8
SECTION 2.04 Execution and Authentications . . . . . . . . . . . . . 9
SECTION 2.05 Registration of Transfer and Exchange . . . . . . . . . 10
SECTION 2.06 Temporary Securities . . . . . . . . . . . . . . . . . . 11
SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities . . . . 12
SECTION 2.08 Cancellation . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.09 Benefits of Indenture . . . . . . . . . . . . . . . . . 13
SECTION 2.10 Authenticating Agent . . . . . . . . . . . . . . . . . . 13
SECTION 2.11 Global Securities . . . . . . . . . . . . . . . . . . . 14

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.02 Notice of Redemption . . . . . . . . . . . . . . . . . . 15
SECTION 3.03 Payment Upon Redemption . . . . . . . . . . . . . . . . 16
SECTION 3.04 Sinking Fund . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.06 Redemption of Securities for Sinking Fund . . . . . . . 17

ARTICLE IV

SECTION 4.01 Payment of Principal, Premium and Interest . . . . . . . 18
SECTION 4.02 Maintenance of Office or Agency . . . . . . . . . . . . 18
SECTION 4.03 Paying Agents . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee . . . . 20
SECTION 4.05 Compliance with Consolidation Provisions . . . . . . . . 20

ARTICLE V

SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . 20
SECTION 5.02 Preservation Of Information; Communications With
Securityholders . . . . . . . . . . . . . . . . . . . 20
SECTION 5.03 Reports by the Company . . . . . . . . . . . . . . . . . 21
SECTION 5.04 Reports by the Trustee . . . . . . . . . . . . . . . . . 21

ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . 22
SECTION 6.02 Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . 24
SECTION 6.03 Application of Moneys Collected . . . . . . . . . . . . 25
SECTION 6.04 Limitation on Suits . . . . . . . . . . . . . . . . . . 26
SECTION 6.05 Rights and Remedies Cumulative; Delay or
Omission Not Waiver . . . . . . . . . . . . . . . . . 27
SECTION 6.06 Control by Securityholders . . . . . . . . . . . . . . . 27
SECTION 6.07 Undertaking to Pay Costs . . . . . . . . . . . . . . . . 28

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee . . . . . 28
SECTION 7.02 Certain Rights of Trustee . . . . . . . . . . . . . . . 29
SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
or Securities . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.04 May Hold Securities . . . . . . . . . . . . . . . . . . 31
SECTION 7.05 Moneys Held in Trust . . . . . . . . . . . . . . . . . . 31
SECTION 7.06 Compensation and Reimbursement . . . . . . . . . . . . . 31
SECTION 7.07 Reliance on Officers' Certificate . . . . . . . . . . . 32
SECTION 7.08 Disqualification; Conflicting Interests . . . . . . . . 32
SECTION 7.09 Corporate Trustee Required; Eligibility . . . . . . . . 32
SECTION 7.10 Resignation and Removal; Appointment of Successor . . . 33
SECTION 7.11 Acceptance of Appointment By Successor . . . . . . . . . 34
SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.13 Preferential Collection of Claims Against the
Company . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders . . . . . . . . . 36
SECTION 8.02 Proof of Execution by Securityholders . . . . . . . . . 37
SECTION 8.03 Who May be Deemed Owners . . . . . . . . . . . . . . . . 37
SECTION 8.04 Certain Securities Owned by Company Disregarded . . . . 37
SECTION 8.05 Actions Binding on Future Securityholders . . . . . . . 38

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of
Securityholders . . . . . . . . . . . . . . . . . . . 38
SECTION 9.02 Supplemental Indentures With Consent of
Securityholders . . . . . . . . . . . . . . . . . . . 39
SECTION 9.03 Effect of Supplemental Indentures . . . . . . . . . . . 40
SECTION 9.04 Securities Affected by Supplemental Indentures . . . . . 40
SECTION 9.05 Execution of Supplemental Indentures . . . . . . . . . . 40

ARTICLE X

SUCCESSOR CORPORATION

SECTION 10.01 Company May Consolidate, Etc. . . . . . . . . . . . . . 41
SECTION 10.02 Successor Corporation Substituted . . . . . . . . . . . 41
SECTION 10.03 Evidence of Consolidation, Etc. to Trustee . . . . . . . 42

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture . . . . . . . . 42
SECTION 11.02 Discharge of Obligations . . . . . . . . . . . . . . . . 43
SECTION 11.03 Deposited Moneys to be Held in Trust . . . . . . . . . . 43
SECTION 11.04 Payment of Moneys Held by Paying Agents . . . . . . . . 43
SECTION 11.05 Repayment to Company . . . . . . . . . . . . . . . . . . 43

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01 No Recourse. . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns. . . . . . . . . . . . 44
SECTION 13.02 Actions by Successor . . . . . . . . . . . . . . . . . . 45
SECTION 13.03 Surrender of Company Powers . . . . . . . . . . . . . . 45
SECTION 13.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 13.05 Governing Law . . . . . . . . . . . . . . . . . . . . . 45
SECTION 13.06 Treatment of Securities as Debt . . . . . . . . . . . . 46
SECTION 13.07 Compliance Certificates and Opinions . . . . . . . . . . 46
SECTION 13.08 Payments on Business Days . . . . . . . . . . . . . . . 46
SECTION 13.09 Conflict with Trust Indenture Act . . . . . . . . . . . 46
SECTION 13.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 13.11 Separability. . . . . . . . . . . . . . . . . . . . . . 47
SECTION 13.12 Assignment . . . . . . . . . . . . . . . . . . . . . . . 47

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

INDENTURE, dated as of [ ], 1998, among Marsh & McLennan
Companies, Inc., a Delaware corporation (the "Company"), and [ ],
as trustee (the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities (hereinafter referred to
as the "Securities"), in an unlimited aggregate principal amount to be
issued from time to time in one or more series as in this Indenture
provided, 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; and

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

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions of Terms.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company
or any duly authorized committee of such Board.

"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 hereof is located at [
], except that whenever a
provision herein refers to an office or agency of the Trustee in the
Borough of Manhattan, The City of New York, such office is located, at the
date hereof, at [ ].

"Custodian" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

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

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

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

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

"Securities" means the debt Securities authenticated and
delivered under this Indenture.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.

ARTICLE II

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

SECTION 2.01 Designation and Terms of Securities.

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

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

(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;

(6) the right, if any, to extend the interest payment periods
and the duration of such extension;

(9) the subordination terms of the Securities of the series;

(10) the form of the Securities of the series including the form
of the Certificate of Authentication for such series;

(11) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which
the Securities of the series shall be issuable;

(12) any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture)
including any terms which may be required by or advisable under United
States laws or regulations or advisable in connection with the
marketing of Securities of that series;

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

(14) whether the Securities will be convertible into shares of
common stock or other securities of the Company and, if so, the terms
and conditions upon which such Securities will be so convertible,
including the conversion price and the conversion period;

(15) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01; and

(16) any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series.

SECTION 2.02 Form of Securities and Trustee's Certificate.

SECTION 2.03 Denominations: Provisions for Payment.

SECTION 2.04 Execution and Authentications.

SECTION 2.05 Registration of Transfer and Exchange.

SECTION 2.06 Temporary Securities.

SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

SECTION 2.08 Cancellation.

SECTION 2.09 Benefits of Indenture.

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 (and, with respect to the
provisions of Article Fourteen, the holders of Senior Indebtedness) 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 (and, with respect
to the provisions of Article Fourteen, the holders of Senior Indebtedness).

SECTION 2.10 Authenticating Agent.

SECTION 2.11 Global Securities.

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption.

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 hereof.

SECTION 3.02 Notice of Redemption.

SECTION 3.03 Payment Upon Redemption.

SECTION 3.04 Sinking Fund.

SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities.

SECTION 3.06 Redemption of Securities for Sinking Fund.

ARTICLE IV

SECTION 4.01 Payment of Principal, Premium and Interest.

SECTION 4.02 Maintenance of Office or Agency.

SECTION 4.03 Paying Agents.

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

SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

SECTION 4.05 Compliance with Consolidation Provisions.

ARTICLE V

SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders.

SECTION 5.02 Preservation Of Information; Communications With
Securityholders.

(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) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect
to their rights under this Indenture or under the Securities.

SECTION 5.03 Reports by the Company.

SECTION 5.04 Reports by the Trustee.

(b) The Trustee shall comply with Section 313(b) and 313(c) of
the Trust Indenture Act.

ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.01 Events of Default.

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

No such rescission and annulment shall extend to or shall affect
any subsequent default or impair any right consequent thereon.

SECTION 6.02 Collection of Indebtedness and Suits for
Enforcement by Trustee.

SECTION 6.03 Application of Moneys Collected.

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 all Senior Indebtedness of the Company
if and to the extent required by Article Fourteen; and

THIRD: 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.

SECTION 6.04 Limitation on Suits.

SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver.

SECTION 6.06 Control by Securityholders.

SECTION 6.07 Undertaking to Pay Costs.

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee.

(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 willful misconduct, except that:

SECTION 7.02 Certain Rights of Trustee.

Except as otherwise provided in Section 7.01:

SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
or Securities.

(a) The recitals contained herein and in 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.

SECTION 7.04 May Hold Securities.

SECTION 7.05 Moneys Held in Trust.

SECTION 7.06 Compensation and Reimbursement.

SECTION 7.07 Reliance on Officers' Certificate.

SECTION 7.08 Disqualification; Conflicting Interests.

SECTION 7.09 Corporate Trustee Required; Eligibility.

SECTION 7.10 Resignation and Removal; Appointment of Successor.

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

(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

SECTION 7.11 Acceptance of Appointment By Successor.

(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.

SECTION 7.12 Merger, Conversion, Consolidation or Succession to
Business.

SECTION 7.13 Preferential Collection of Claims Against the
Company.

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders.

SECTION 8.02 Proof of Execution by Securityholders.

(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.

(b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

SECTION 8.03 Who May be Deemed Owners.

SECTION 8.04 Certain Securities Owned by Company Disregarded.

SECTION 8.05 Actions Binding on Future Securityholders.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of
Securityholders.

(a) to cure any ambiguity, defect, or inconsistency herein, in
the Securities of any series;

(b) to comply with Article Ten;

(f) to make any change that does not adversely affect the rights
of any Securityholder in any material respect; or

SECTION 9.02 Supplemental Indentures With Consent of
Securityholders.

SECTION 9.03 Effect of Supplemental Indentures.

SECTION 9.04 Securities Affected by Supplemental Indentures.

SECTION 9.05 Execution of Supplemental Indentures.

ARTICLE X

SUCCESSOR CORPORATION

SECTION 10.01 Company May Consolidate, Etc.

SECTION 10.02 Successor Corporation Substituted.

SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture.

SECTION 11.02 Discharge of Obligations.

SECTION 11.03 Deposited Moneys to be Held in Trust.

SECTION 11.04 Payment of Moneys Held by Paying Agents.

SECTION 11.05 Repayment to Company.

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

SECTION 12.01 No Recourse.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns.

All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.

SECTION 13.02 Actions by Successor.

SECTION 13.03 Surrender of Company Powers.

SECTION 13.04 Notices.

SECTION 13.05 Governing Law.

SECTION 13.06 Treatment of Securities as Debt.

It is intended that the Securities will be treated as
indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this
intention.

SECTION 13.07 Compliance Certificates and Opinions.

SECTION 13.08 Payments on Business Days.

SECTION 13.09 Conflict with Trust Indenture Act.

SECTION 13.10 Counterparts.

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

SECTION 13.11 Separability.

SECTION 13.12 Assignment.

ARTICLE XIV

SUBORDINATION OF SECURITIES

SECTION 14.01 Subordination Terms.

The payment by the Company of the principal of, premium, if any,
and interest on any series of Securities issued hereunder shall be
subordinated to the extent set forth in an indenture supplemental hereto
relating to such Securities.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed all as of the day and year first above written.

MARSH & MCLENNAN COMPANIES, INC.

By:______________________________
Name:
Title:

[ ],
as Trustee

By:_____________________________
Name:
Title:

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

MARSH & MCLENNAN COMPANIES INC.,
Issuer

AND

[ ],
Trustee

___________________________________

INDENTURE

Dated as of [ ], 1998

___________________________________

Subordinated Debt Securities

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

CROSS-REFERENCE TABLE(1)

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
------------------- -----------

- ---------------------------
(1) This Cross-Reference Table does not constitute part of the
Indenture and shall not have any bearing on the interpretation of
any of its terms or provisions.

TABLE OF CONTENTS(1)

Page
----

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions of Terms . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . 2
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . 2
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . . . . . 3
Governmental Obligations . . . . . . . . . . . . . . . . . . . 3
"herein", "hereof" and "hereunder . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . 3
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Predecessor Security . . . . . . . . . . . . . . . . . . . . . 4
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . 4
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . 5
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . 5
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . 5

- -----------------------
(1) This Table of Contents does not constitute part of the Indenture
and shall not have any bearing upon the interpretation of any of
its terms or provisions.

ARTICLE II

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

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.02 Notice of Redemption . . . . . . . . . . . . . . . . . . 15
SECTION 3.03 Payment Upon Redemption . . . . . . . . . . . . . . . . 16
SECTION 3.04 Sinking Fund . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities . 17
SECTION 3.06 Redemption of Securities for Sinking Fund . . . . . . . 17

ARTICLE IV.

ARTICLE V

SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.02 Preservation Of Information; Communications With
Securityholders . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.03 Reports by the Company . . . . . . . . . . . . . . . . . 21
SECTION 5.04 Reports by the Trustee . . . . . . . . . . . . . . . . . 21

ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . 22
SECTION 6.02 Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.03 Application of Moneys Collected . . . . . . . . . . . . 25
SECTION 6.04 Limitation on Suits . . . . . . . . . . . . . . . . . . 26
SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.06 Control by Securityholders . . . . . . . . . . . . . . . 27
SECTION 6.07 Undertaking to Pay Costs . . . . . . . . . . . . . . . . 28

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee . . . . . 28
SECTION 7.02 Certain Rights of Trustee . . . . . . . . . . . . . . . 29
SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
or Securities . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.04 May Hold Securities . . . . . . . . . . . . . . . . . . 31
SECTION 7.05 Moneys Held in Trust . . . . . . . . . . . . . . . . . . 31
SECTION 7.06 Compensation and Reimbursement . . . . . . . . . . . . . 31
SECTION 7.07 Reliance on Officers' Certificate . . . . . . . . . . . 32
SECTION 7.08 Disqualification; Conflicting Interests . . . . . . . . 32
SECTION 7.09 Corporate Trustee Required; Eligibility . . . . . . . . 32
SECTION 7.10 Resignation and Removal; Appointment of Successor . . . 33
SECTION 7.11 Acceptance of Appointment By Successor. . . . . . . . . 34
SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.13 Preferential Collection of Claims Against the
Company . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of
Securityholders . . . . . . . . . . . . . . . . . . . 38
SECTION 9.02 Supplemental Indentures With Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.03 Effect of Supplemental Indentures . . . . . . . . . . . 40
SECTION 9.04 Securities Affected by Supplemental Indentures . . . . . 40
SECTION 9.05 Execution of Supplemental Indentures . . . . . . . . . . 40

ARTICLE X

SUCCESSOR CORPORATION

ARTICLE XI

SATISFACTION AND DISCHARGE

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01 No Recourse. . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XIII

MISCELLANEOUS PROVISIONS

ARTICLE XIV

SUBORDINATION OF SECURITIES
SECTION 14.01 Subordination Terms . . . . . . . . . . . . . . . . . . 47

EXHIBIT 5.1

November 19, 1998

Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774

Re: Marsh & McLennan Companies, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Marsh & McLennan Companies
Inc. (the "Company"), a corporation organized under the laws of the State
of Delaware, in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement"), to be filed by the Company with
the Securities and Exchange Commission (the "Commission") on November 19,
1998 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance and sale from time to time
pursuant to Rule 415 of the General Rules and Regulations promulgated under
the Act, of the following securities with an aggregate public offering
price of up to $2,700,000,000: (i) senior or subordinated debt securities,
in one or more series (the "Debt Securities"), which may be issued under
the senior Indenture (the "Senior Indenture"), proposed to be entered into
between the Company and a trustee to be selected, and the subordinated
Indenture (the "Subordinated Indenture") proposed to be entered into
between the Company and a trustee to be selected, respectively, each filed
as an exhibit to the Registration Statement (collectively, the "Indentures"
and each trustee, a "Trustee"); (ii) shares of preferred stock, $1.00 par
value per share (the "Preferred Stock"), in one or more series and (iii)
shares of common stock, $1.00 par value per share, including Preferred
Stock Purchase Rights attached thereto (the "Common Stock"). The shares of
Preferred Stock and Common Stock referred to above also include such
indeterminate number of shares of Preferred Stock or Common Stock, as may
be issued upon conversion or exchange of any convertible or exchangeable
Debt Securities or Preferred Stock, including such shares of Preferred
Stock or Common Stock as may be issued pursuant to anti-dilution
adjustments, in amounts, at prices and on terms to be determined at the
time of offering (the "Indeterminate Stock"). The Debt Securities, the
Preferred Stock, the Common Stock and the Indeterminate Stock are
collectively referred to herein as the "Offered Securities."

This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement relating to the Offered Securities; (ii) the forms
of the Indentures; (iii) the Certificate of Incorporation of the Company,
as currently in effect (the "Certificate of Incorporation"); (iv) the By-
laws of the Company, as currently in effect (the "By-laws"); (v) a specimen
certificate evidencing the Common Stock and (vi) certain resolutions
adopted to date by the Board of Directors of the Company (the "Board of
Directors") relating to the registration of the Offered Securities. We
have also examined originals or copies, certified or otherwise identified
to our satisfaction, of such other documents, certificates and records as
we have deemed necessary or appropriate as a basis for the opinions set
forth herein.

In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. In making our
examination of executed documents or documents to be executed, we have
assumed that the parties thereto, other than the Company, had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and that such documents constitute or will constitute valid
and binding obligations of such parties. We have assumed that the
Indentures will be duly authorized, executed and delivered by the
applicable Trustees and that any Debt Securities that may be issued will be
manually signed by duly authorized officers of the Trustees. In addition,
we have assumed that the terms of the Offered Debt Securities (defined
below) and the Offered Preferred Stock (defined below) will have been
established so as not to violate any applicable law, the Certificate of
Incorporation or By-Laws or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company. We have also assumed that (i) the
stock certificates evidencing the Preferred Stock to be issued will be in a
form that complies with, and the terms of such Preferred Stock will be duly
established in accordance with, the Delaware General Corporation Law (the
"DGCL"), and (ii) the stock certificate evidencing any Offered Common Stock
(defined below) issued will conform to the specimen certificate examined by
us and will be duly executed and delivered. As to any facts material to
the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.

We have assumed that the execution and delivery by the Company
of the Offered Debt Securities and the performance by the Company of its
obligations thereunder will not violate, conflict with or constitute a
default under (i) any agreement or instrument to which the Company or its
properties is subject (except that we do not make the assumption set forth
in this clause (i) with respect to the Certificate of Incorporation or
By-laws), (ii) any law, rule or regulation to which the Company is subject
(except that we do not make the assumption set forth in this clause (ii)
with respect to those laws, rules and regulations of the States of Delaware
and New York and of the United States of America, in each case, that, in
our experience, are normally applicable to transactions of the type
provided for by the Registration Statement, but without our having made any
special investigation with respect to any other laws, rules or
regulations), (iii) any judicial or regulatory order or decree of any
governmental authority or (iv) any consent, approval, license,
authorization or validation of, or filing, recording or registration with
any governmental authority.

Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction other than the DGCL.

Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion
that:

1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective
under the Act and the applicable Indenture has been qualified under the
Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Offered Debt Securities has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Offered Debt
Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Debt Securities and related matters; and (v) the
Offered Debt Securities have been duly executed and authenticated in
accordance with the provisions of the applicable Indenture and duly
delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, (1) the Offered Debt Securities, when issued and
sold in accordance with the applicable Indenture and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity); and (2) if the Offered
Debt Securities are convertible into Offered Common Stock, the Offered
Common Stock issuable upon conversion of the Offered Debt Securities will
be duly authorized, validly issued, fully paid and nonassessable, assuming
the issuance of the Offered Common Stock upon conversion of the Offered
Debt Securities has been authorized by all necessary corporate action, that
the Offered Debt Securities have been converted in accordance with their
terms and the terms of the applicable Indenture and that the certificates
evidencing such shares of Offered Common Stock are duly executed and
delivered. In rendering the opinion set forth in clause (2) of this
paragraph 1, we have assumed that, at the time of issuance of any Offered
Common Stock upon conversion of the Offered Debt Securities, the
Certificate of Incorporation, the By-Laws and the DGCL shall not have been
amended so as to affect the validity of such issuance.

2. With respect to the shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has
become effective under the Act; (ii) an appropriate prospectus supplement
or term sheet with respect to the shares of the Offered Preferred Stock has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly established
by all necessary corporate action in conformity with the Certificate of
Incorporation, including a Certificate of Designation relating to the
Offered Preferred Stock, and the By-Laws; (iv) the filing of a Certificate
of Designation with the Secretary of State of the State of Delaware has
duly occurred; (v) if the Offered Preferred Stock is to be sold pursuant to
a firm commitment underwritten offering, an underwriting agreement with
respect to the shares of the Offered Preferred Stock has been duly
authorized, executed and delivered by the Company and the other parties
thereto; and (vi) certificates representing the shares of the Offered
Preferred Stock have been duly executed and delivered by the proper
officers of the Company to the purchasers thereof against payment of the
agreed-upon consideration therefor in the manner contemplated in the
Registration Statement or any prospectus supplement or term sheet relating
thereto, (1) the shares of the Offered Preferred Stock, when issued and
sold in accordance with the applicable underwriting agreement or any other
duly authorized, executed and delivered applicable purchase agreement, will
be duly authorized, validly issued, fully paid and nonassessable, provided
that the consideration therefor is not less than the par value thereof; and
(2) if the Offered Preferred Stock is convertible into Offered Common
Stock, the Offered Common Stock issuable upon conversion of the Offered
Preferred Stock will be duly authorized, validly issued, fully paid and
nonassessable, assuming the issuance of the Offered Common Stock upon
conversion of the Offered Preferred Stock has been authorized by all
necessary corporate action, that the Offered Preferred Stock has been
converted in accordance with the terms of a duly authorized, executed and
filed Certificate of Designation and that the certificates evidencing such
shares of Offered Common Stock are duly executed and delivered. In
rendering the opinion set forth in clause (2) of this paragraph 2, we have
assumed that, at the time of issuance of any Offered Common Stock upon
conversion of the Offered Preferred Stock, the Certificate of
Incorporation, the By-Laws and the DGCL shall not have been amended so as
to affect the validity of such issuance.

3. With respect to the shares of any series of Common Stock
(the "Offered Common Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has
become effective under the Act; (ii) an appropriate prospectus supplement
or term sheet with respect to the shares of the Offered Common Stock has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) the terms of the
issuance and sale of the Offered Common Stock have been duly established by
all necessary corporate action in conformity with the Certificate of
Incorporation and the By-Laws; (iv) if the Offered Common Stock is to be
sold pursuant to a firm commitment underwritten offering, an underwriting
agreement with respect to the shares of the Offered Common Stock has been
duly authorized, executed and delivered by the Company and the other
parties thereto; and (v) certificates representing the shares of the
Offered Common Stock have been duly executed and delivered by the proper
officers of the Company to the purchasers thereof against payment of the
agreed-upon consideration therefor in the manner contemplated in the
Registration Statement or any prospectus supplement or term sheet relating
thereto, the shares of the Offered Common Stock, when issued and sold in
accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered applicable purchase agreement, will be
duly authorized, validly issued, fully paid and nonassessable, provided
that the consideration therefor is not less than the par value thereof.

We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also hereby
consent to the use of our name under the heading "Legal Matters" in the
prospectus which forms a part of the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder. This opinion is
expressed as of the date hereof unless otherwise expressly stated, and we
disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable
law.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EXHIBIT 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries
Ratio of Earnings to Fixed Charges
(In millions of dollars, except ratios)

Nine Months
Ended
September 30, Years Ended December 31,
------------------ ----------------------------------------------
1998 1997 1997(1) 1996 1995 1994 1993
--------- -------- --------- --------- -------- -------- --------
Earnings
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes $1,008 $728 $662 $668 $650 $632 $559

Interest expense 94 77 106 62 63 51 46

Amortization of capitalized
interest 1 1 1 1 1 1 1
-------- ------ ------- ------ ------ ------ ------
1,103 806 769 731 714 684 606
======== ====== ======= ====== ====== ====== ======
Fixed Charges

Interest expense 94 77 106 62 63 51 46
======== ====== ======= ====== ====== ====== ======

Ratio of Earnings to Fixed 11.7 10.5 7.3 11.8 11.3 13.4 13.2
Charges

</TABLE>

- -------------------------
(1) For the year ended December 31, 1997, income before income taxes
included $297 million of special charges related to the combination
with Johnson & Higgins, London real estate and the disposal of
certain EDP assets. Excluding those charges, the ratio of earnings
to fixed charges would have been 10.1.

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Marsh & McLennan Companies, Inc. on Form S-3 of our reports dated March
6, 1998, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Marsh & McLennan Companies, Inc. for the year ended December
31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

New York, New York
November 18, 1998

/s/ Deloitte & Touche LLP

Exhibit 24.1

Power of Attorney

The undersigned hereby appoints A.J.C. Smith, Frank J. Borelli
and Gregory F. Van Gundy, and each of them individually, the true and
lawful attorneys of the undersigned, with power to act on behalf of the
undersigned, to execute or to transmit electronically in his or her name,
place and stead in his or her capacity as an officer or director or both of
Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-3 ("Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), covering up to
$2,800,000,000 of debt and equity securities, and warrants for the purchase
thereof, of the Company to be issued from time to time pursuant to Rule 415
under the Act, and any amendments to such Registration Statement (including
post-effective amendments), and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement and amendments thereto (including post-effective amendments) and
other instruments with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary
or desirable to be done in the premises, as fully to all intents and
purposes as the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorneys and each of them.