BROWN ALEX INC, S-3, 1995-07-10

BROWN ALEX INC
S-3, 1995-07-10
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALEX. BROWN INCORPORATED
(Exact name of registrant as specified in its charter)
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MARYLAND 52-1434118
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
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135 EAST BALTIMORE STREET
BALTIMORE, MD 21202
(410) 727-1700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT F. PRICE
SECRETARY AND GENERAL COUNSEL
ALEX. BROWN INCORPORATED
135 EAST BALTIMORE STREET
BALTIMORE, MD 21202
(410) 727-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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FAITH D. GROSSNICKLE WILLIAM J. GRANT, JR.
SHEARMAN & STERLING WILLKIE FARR & GALLAGHER
599 LEXINGTON AVENUE 153 EAST 53RD STREET
NEW YORK, N.Y. 10022 NEW YORK, N.Y. 10022
(212) 848-8015 (212) 821-8000
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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, please 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, please 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. []
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AGGREGATE AGGREGATE
TITLE OF EACH CLASS OF AGGREGATE AMOUNT TO BE OFFERING OFFERING
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE(1)
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Convertible Debt Securities; Debt
Securities;
and Common Stock(2)...................... $150,000,000(3) (4) $150,000,000
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
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Convertible Debt Securities; Debt
Securities;
and Common Stock(2)...................... $51,725(4)
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(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) Includes such presently indeterminate number of shares of Common Stock, par
value $.10 per share, of the Registrant which may be issuable from time to
time upon conversion or exchange of the Convertible Debt Securities
registered hereunder.
(3) This Registration Statement also relates to offers and sales of Debt
Securities in connection with market-making transactions by and through
affiliates of the Registrant, including Alex. Brown & Sons Incorporated.
(4) The aggregate offering price per unit has been omitted pursuant to
Securities Act Release No. 6964. The registration fee has been calculated in
accordance with Rule 457(o) under the Securities Act of 1933. The aggregate
amount registered reflects the offering price rather than the principal
amount of any Debt Securities issued at a discount.
THE REGISTRANT HEREBY AMENDS THE 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
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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.
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PROSPECTUS SUBJECT TO COMPLETION
DATED JULY 10, 1995
$150,000,000
ALEX. BROWN INCORPORATED
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
Alex. Brown Incorporated (the "Company") may offer and issue from time to
time notes, debentures or other evidences of indebtedness ("Debt Securities") in
one or more series, which may be convertible ("Convertible Debt Securities")
into shares of the Company's Common Stock, par value $.10 per share (the "Common
Stock"). Debt Securities, including any Convertible Debt Securities, may be
issuable in registered form without coupons or in bearer form with or without
coupons attached. The Company will offer Debt Securities to the public on terms
determined by market conditions. Debt Securities may be sold for U.S. dollars,
foreign denominated currency or currency units; principal of and any interest on
Debt Securities may likewise be payable in U.S. dollars, foreign denominated
currency or currency units -- in each case, as the Company specifically
designates. The Debt Securities, including any Convertible Debt Securities, and
the Common Stock underlying any such Convertible Debt Securities are hereinafter
collectively referred to as the "Securities".
The accompanying Prospectus Supplement will set forth the specific terms of
the Debt Securities, including the ranking as senior or subordinated Debt
Securities, the specific designation, aggregate principal amount, purchase
price, maturity, redemption terms, interest rate (or manner of calculation
thereof), time of payment of interest (if any), terms for any conversion
(including the terms relating to the adjustment thereof), listing (if any) on a
securities exchange and any other specific terms of the Debt Securities. The
accompanying Prospectus Supplement will also set forth the name of and
compensation to each dealer, underwriter or agent (if any) involved in the sale
of the Debt Securities being offered and the managing underwriters with respect
to each series sold to or through underwriters. Any such underwriters (and any
representative thereof), dealers or agents may include Alex. Brown & Sons
Incorporated ("Alex. Brown").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Securities may be offered through dealers, underwriters or agents designated
from time to time, as set forth in the accompanying Prospectus Supplement. Net
proceeds to the Company will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution. See "Plan of Distribution" for possible indemnification
arrangements for dealers, underwriters and agents.
Following the initial distribution of a series of Securities, Alex. Brown
may offer and sell previously issued Debt Securities in the course of its
business as a broker-dealer. Alex. Brown may act as principal or agent in such
transactions. This Prospectus and the accompanying Prospectus Supplement may be
used by Alex. Brown in connection with such transactions. Such sales, if any,
will be made at varying prices related to prevailing market prices at the time
of sale.
ALEX. BROWN & SONS
INCORPORATED
The date of this Prospectus is July , 1995
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661 and at Seven World Trade Center, 13th Floor, New York, New York 10048, and
copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock, par value $.10 per share (the "Common Stock"), is
listed on the New York Stock Exchange ("NYSE"). Reports, proxy statements and
other information concerning the Company can be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Securities.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1994 and Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1995 have been filed with the Commission and are
incorporated herein by reference. The Company incorporates by reference herein
the description of the Company's Common Stock contained in Item 4 of the
Company's Registration Statement on Form 8-A filed with the Commission on
February 27, 1986, pursuant to Section 12(g) of the Exchange Act, as amended
from time to time.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of the offering of the Securities and (ii) the
date on which Alex. Brown ceases offering and selling previously issued
Securities shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits) may be obtained upon
request without charge from the Company, 135 East Baltimore Street, Baltimore,
Maryland 21202, Attention: Beverly L. Wright, Chief Financial Officer (telephone
number (410) 727-1700).
IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF SUCH SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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THE COMPANY
Alex. Brown Incorporated (together with its subsidiaries, the "Company"),
incorporated in l986, is a holding company which is the successor to the
investment banking and brokerage business founded in 1800 by Alexander Brown.
The firm began operating in partnership form in approximately 1805 and continued
in that form until 1984 when the firm's investment banking and securities
brokerage businesses were transferred to Alex. Brown & Sons Incorporated ("Alex.
Brown"), the Company's principal operating subsidiary.
Through Alex. Brown, the Company provides investment services to individual
and institutional investors, and investment banking services to corporate and
municipal clients. To support the investment services provided to individual and
institutional investors, the Company effects transactions in equity and debt
securities as both agent and principal. In addition, the Company's Research
Division supplies investment advice to individual and institutional investors
regarding corporate securities in selected industry sectors, including consumer
products and services, environmental services, financial services, health care,
industrial technologies, media/communications, technology and transportation.
The Company provides investment banking services to corporate clients primarily
in the industry sectors selected for research coverage. The Company also
provides investment banking services to municipal clients, including, for
example, states, counties, cities, transportation authorities, sewer and water
authorities, and housing and health and higher education agencies.
The Company's operations are conducted from 24 offices in 14 states and the
District of Columbia and from representative offices in London, England, Geneva,
Switzerland and Tokyo, Japan. The Company's principal office is in Baltimore,
with other offices in major cities including New York, San Francisco, Los
Angeles, Boston, Chicago, Dallas, Atlanta, Philadelphia and Washington, D.C.
Alex. Brown is a member of the NYSE, The American Stock Exchange, Inc., the
Chicago Board Options Exchange, Inc., other regional securities exchanges and
the National Association of Securities Dealers, Inc. (the "NASD"). Alex. Brown
is also a member of the Securities Investor Protection Corporation ("SIPC"), and
with respect to its representative office in London, the Securities and Futures
Authority. The Company's principal executive offices are located at 135 East
Baltimore Street, Baltimore, Maryland 21202 and its telephone number is (410)
727-1700. Unless the context otherwise requires, the term "Company" means Alex.
Brown Incorporated and its consolidated subsidiaries.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Securities offered hereby will be used for general
corporate purposes of the Company, which may include additions to working
capital, the repayment of indebtedness and investments in, or extensions of
credit to, subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited consolidated ratios of
earnings to fixed charges for the Company for the periods indicated. Information
for the three months ended March 31, 1995 and March 25, 1994 was derived from
unaudited condensed consolidated financial statements of the Company.
Information for each of the years in the five-year period ended December 31,
1994 was derived from the audited consolidated financial statements of the
Company.
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THREE MONTHS ENDED
MARCH 31 MARCH 25 YEARS ENDED DECEMBER 31
1995 1994 1994 1993 1992 1991 1990
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Ratio of earnings to fixed charges............................... 4.3 6.8 5.3 8.5 7.1 5.8 1.4
</TABLE>

For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income from operations before income taxes and fixed
charges. Fixed charges for the purpose of calculating the ratio of earnings to
fixed charges consist of interest expense and that portion of rentals deemed
representative of an interest factor.
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DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or subordinated debt of
the Company and, unless otherwise specified in a Prospectus Supplement, will be
issued, in the case of Debt Securities that will be senior debt, under a Senior
Indenture dated as of July 10, 1995 (the "Senior Debt Indenture"), between the
Company and Chemical Bank, as Trustee, and, in the case of Debt Securities that
will be subordinated debt, under a Subordinated Indenture dated as of July 10,
1995 (the "Subordinated Debt Indenture"), between the Company and Bankers Trust
Company ("Bankers Trust"), as Trustee. The Senior Debt Indenture and
Subordinated Debt Indenture are sometimes hereinafter referred to individually
as an "Indenture" and collectively as the "Indentures". Chemical Bank and
Bankers Trust are hereinafter referred to individually as a "Trustee" and
collectively as the "Trustees".
The following summaries of certain provisions of the Indentures and the
Debt Securities do not purport to be complete and such summaries are subject to
the detailed provisions of the applicable Indenture to which reference is hereby
made for a full description of such provisions, including the definition of
certain capitalized terms used herein, and for other information regarding the
Debt Securities. Numerical references in parentheses below are to sections in
the applicable Indenture. Wherever particular sections or defined terms of the
applicable Indenture are referred to, such sections or defined terms are
incorporated herein by reference as part of the statement made, and the
statement is qualified in its entirety by such reference. The Indentures are
substantially identical, except for the provisions relating to subordination and
the Company's negative pledge. See "Subordinated Debt" and "Certain Covenants".
The Debt Securities offered by this Prospectus and the accompanying Prospectus
Supplement are sometimes referred to herein as the "Offered Debt Securities". As
used under this caption, the term "Company" means Alex. Brown Incorporated.
GENERAL
Neither of the Indentures limits the amount of additional indebtedness that
the Company or any of its subsidiaries may incur. The Debt Securities will be
unsecured senior or subordinated obligations of the Company. Substantially all
of the assets of the Company are owned by its subsidiaries. Therefore, the
Company's rights and the rights of its creditors, including holders of Debt
Securities, to participate in the assets of any subsidiary upon such
subsidiary's liquidation or recapitalization will be subject to the prior claims
of such subsidiary's creditors, except to the extent that the Company may itself
be a creditor with recognized claims against the subsidiary. In addition,
dividends, loans and advances from certain of the Company's subsidiaries,
including Alex. Brown, to the Company are restricted by net capital requirements
under the Exchange Act and under rules of certain exchanges and various domestic
and foreign regulatory bodies.
The Indentures provide that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European Currency
Units ("ECUs"). Special United States federal income tax considerations
applicable to any Debt Securities so denominated are described in the relevant
Prospectus Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) classification as senior or
subordinated Debt Securities, the specific designation, aggregate principal
amount, purchase price and denomination; (ii) currency or units based on or
relating to currencies in which such Debt Securities are denominated and/or in
which principal (and premium, if any) and/or interest will or may be payable;
(iii) any date of maturity; (iv) interest rate or rates (or the method by which
such rate will be determined), if any; (v) the dates on which any such interest
will be payable; (vi) the place or places where the principal of, premium, if
any, and interest, if any, on the Offered Debt Securities will be payable; (vii)
any repayment, redemption, prepayment or sinking fund provisions; (viii) whether
the Offered Debt Securities will be issuable in registered form or bearer form
("Bearer Securities") or both and, if Bearer Securities are issuable, any
restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of Bearer Securities; (ix) the terms, if any, on which
such Debt Securities may be converted into or exchanged for stock or other
securities of the Company, any specific terms relating to the adjustment thereof
and the period during which such Debt Securities may be so converted or
exchanged; (x) listing (if any) on a securities exchange; (xi) any applicable
United States federal income tax consequences, including whether and under what
circumstances the Company will pay additional amounts on Offered Debt Securities
held by a person who is not a U.S. Person (as defined in the Prospectus
Supplement) in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem such
Debt Securities rather than pay such additional amounts; and (xii) any other
specific terms of the Offered Debt Securities, including any additional
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events of default or covenants provided for with respect to such Debt
Securities, and any terms which may be required by or advisable under applicable
laws or regulations.
Debt Securities may be presented for exchange and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Debt Securities in bearer form
and the coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities will bear interest at a fixed rate (a "Fixed Rate
Security") or a floating rate (a "Floating Rate Security"). Debt Securities
bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate will be sold at a discount below their stated
principal amount. Special United States federal income tax considerations
applicable to any such discounted Debt Securities or to certain Debt Securities
issued at par which are treated as having been issued at a discount for United
States federal income tax purposes will be described in the relevant Prospectus
Supplement.
Debt Securities may be issued, from time to time, with the principal amount
payable on any principal payment date, or the amount of interest payable on any
interest payment date, to be determined by reference to one or more currency
exchange rates, commodity prices, equity indices or other factors. Holders of
such Debt Securities may receive a payment of principal on any principal payment
date, or a payment of interest on any interest payment date, that is greater
than or less than the amount of principal or interest otherwise payable on such
dates, depending upon the value on such dates of the applicable currency,
commodity, equity index or other factor. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional tax considerations will be
set forth in the applicable Prospectus Supplement.
GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global securities (a "Registered Global Security") that
will be deposited with a depositary (a "Debt Depositary") or with a nominee for
a Debt Depositary identified in the Prospectus Supplement relating to such
series and registered in the name of the Debt Depositary or a nominee thereof.
In such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Securities. Unless and until it is
exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the Debt
Depositary for such Registered Global Security to a nominee of such Debt
Depositary or by a nominee of such Debt Depositary to such Debt Depositary or
another nominee of such Debt Depositary or by such Debt Depositary or any such
nominee to a successor of such Debt Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Debt Depositary for such
Registered Global Security ("participants") or persons that may hold interests
through participants. Upon the issuance of a Registered Global Security, the
Debt Depositary for such Registered Global Security will credit, on its
book-entry registration and transfer system, the participants' accounts with the
respective principal amounts of the Debt Securities represented by such
Registered Global Security beneficially owned by such participants. The accounts
to be credited shall be designated by any dealers, underwriters or agents
participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Debt Depositary for such Registered Global Security (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in Registered Global
Securities.
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So long as the Debt Depositary for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such Debt
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered Global
Security for all purposes under the applicable Indenture. Except as set forth
below, owners of beneficial interests in a Registered Global Security will not
be entitled to have the Debt Securities represented by such Registered Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Debt Securities in definitive form and will not be
considered the owners or holders thereof under the applicable Indenture.
Accordingly, each person owning a beneficial interest in a Registered Global
Security must rely on the procedures of the Debt Depositary for such Registered
Global Security and, if such person is not a participant, on the procedures of
the participant through which such person owns its interest, to exercise any
rights of a holder under the applicable Indenture. The Company understands that
under existing industry practices, if it requests any action of holders or if an
owner of a beneficial interest in a Registered Global Security desires to give
or take any action which a holder is entitled to give or take under the
applicable Indenture, the Debt Depositary for such Registered Global Security
would authorize the participants holding the relevant beneficial interests to
give or take such action, and such participants would authorize beneficial
owners owning through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a Debt
Depositary or its nominee will be made to such Debt Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustees or any other agent of the Company or agent of
the Trustees will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Registered Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Debt Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest in respect of such Registered Global Security,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Registered Global
Security as shown on the records of such Debt Depositary. The Company also
expects that payments by participants to owners of beneficial interests in such
Registered Global Security held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.
If the Debt Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Debt
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Debt Depositary registered as a clearing agency under the
Exchange Act is not appointed by the Company within 90 days, the Company will
issue such Debt Securities in definitive form in exchange for such Registered
Global Security. In addition, the Company may at any time and in its sole
discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Registered Global Security or Securities representing such Debt Securities.
Any Debt Securities issued in definitive form in exchange for a Registered
Global Security will be registered in such name or names as the Debt Depositary
shall instruct the relevant Trustee. It is expected that such instructions will
be based upon directions received by the Debt Depositary from participants with
respect to ownership of beneficial interests in such Registered Global Security.
The Debt Securities of a series may also be issued in the form of one or
more bearer global Securities (a "Bearer Global Security") that will be
deposited with a common depositary for the Euro-clear System currently operated
by Morgan Guaranty Trust Company of New York, Brussels Office, or its successor
as operator of the Euro-clear System ("Euro-clear") and Cedel S.A. or its
successor ("Cedel"), or with a nominee for such depositary identified in the
Prospectus Supplement relating to such series. The specific terms and
procedures, including the specific terms of the depositary arrangement, with
respect to any portion of a series of Debt Securities to be represented by a
Bearer Global Security will be described in the Prospectus Supplement relating
to such series.
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SENIOR DEBT
The Debt Securities and, in the case of Bearer Securities, any coupons
appertaining thereto (the "Coupons"), that will constitute part of the senior
debt of the Company will be issued under the Senior Debt Indenture and will rank
pari passu with all other unsecured and unsubordinated debt of the Company.
SUBORDINATED DEBT
Unless otherwise set forth in a Prospectus Supplement, the Debt Securities
and Coupons that will constitute part of the subordinated debt of the Company
will be issued under the Subordinated Debt Indenture and will be subordinate and
junior in right of payment, to the extent and in the manner set forth in the
Subordinated Debt Indenture, to all "Senior Indebtedness" of the Company. The
Subordinated Debt Indenture defines "Senior Indebtedness" as obligations (other
than non-recourse obligations, the subordinated Debt Securities or any other
obligations specifically designated as being subordinate in right of payment to
Senior Indebtedness) of, or guaranteed or assumed by, the Company for borrowed
money or evidenced by bonds, debentures, notes or other similar instruments, and
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations. (Subordinated Debt Indenture, Section 1.1)
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or (b) that (i) a
default shall have occurred with respect to the payment of principal of (and
premium, if any) or any interest on or other monetary amounts due and payable on
any Senior Indebtedness or (ii) there shall have occurred an event of default
(other than a default in the payment of principal, premium, if any, or interest,
or other monetary amounts due and payable) with respect to any Senior
Indebtedness, as defined therein or in the instrument under which the same is
outstanding, permitting the holder or holders thereof to accelerate the maturity
thereof (with notice or lapse of time, or both), and such event of default shall
have continued beyond the period of grace, if any, in respect thereof, and such
default or event of default shall not have been cured or waived or shall not
have ceased to exist, or (c) that the principal of and accrued interest on the
subordinated Debt Securities shall have been declared due and payable upon an
Event of Default pursuant to Section 5.1 of the Subordinated Debt Indenture and
such declaration shall not have been rescinded and annulled as provided therein,
then the holders of all Senior Indebtedness shall first be entitled to receive
payment of the full amount due thereon, or provision shall be made for such
payment in money or money's worth, before the holders of any of the subordinated
Debt Securities or Coupons are entitled to receive a payment on account of the
principal of (and premium, if any) or any interest on the indebtedness evidenced
by such subordinated Debt Securities or such Coupons. (Subordinated Debt
Indenture, Section 13.1) If this Prospectus is being delivered in connection
with a series of subordinated Debt Securities, the accompanying Prospectus
Supplement or the information incorporated herein by reference will set forth
the approximate amount of Senior Indebtedness outstanding as of the end of the
most recent fiscal quarter.
CERTAIN COVENANTS
NEGATIVE PLEDGE. The Senior Debt Indenture provides that the Company and
any successor corporation will not, and will not permit any Subsidiary (as
defined in such Indenture) to create, assume, incur or guarantee any
indebtedness for borrowed money secured by a pledge, lien or other encumbrance
(except for certain liens specifically permitted by such Indenture) on the
Voting Securities (as defined in such Indenture) of Alex. Brown without making
effective provision whereby the Debt Securities issued under such Indenture will
be secured equally and ratably with such secured indebtedness. (Senior Debt
Indenture, Section 3.6)
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE. Each Indenture provides
that the Company will not merge or consolidate with any other corporation and
will not sell, lease or convey all or substantially all its assets to any
person, unless the Company shall be the continuing corporation, or the successor
corporation or person that acquires all or substantially all the assets of the
Company shall be a corporation organized under the laws of the United States or
a state thereof or the District of Columbia, and shall expressly assume all
obligations of the Company under such Indenture and the Debt Securities issued
thereunder, and immediately after such merger, consolidation, sale, lease or
conveyance, the Company, such person or such successor corporation shall not be
in default in the performance of the covenants and conditions of such Indenture
to be performed or observed by the Company. (Indentures, Section 9.1) This
covenant would not apply to a recapitalization transaction, a change of control
of the Company or a highly leveraged transaction unless such transactions or
change of control were structured to include a merger or consolidation or sale,
lease or conveyance of all or substantially all of the assets of the Company.
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Except as may be described in a Prospectus Supplement applicable to a
particular series of Debt Securities, there will be no covenants or other
provisions providing for a put or increased interest or otherwise that would
afford holders of Debt Securities additional protection in the event of a
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction.
EVENTS OF DEFAULT
An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of the Debt Securities of such series, either at
maturity (or upon any redemption), by declaration or otherwise; (b) default for
30 days in payment of any interest on any Debt Securities of such series; (c)
default for 60 days after written notice in the observance or performance of any
other covenant or agreement in the Debt Securities of such series or such
Indenture other than a covenant included in such Indenture solely for the
benefit of a series of Debt Securities other than such series; (d) certain
events of bankruptcy, insolvency or reorganization; (e) failure by the Company
to make any payment at maturity, including any applicable grace period, in
respect of indebtedness, which term as used in each of the Indentures means
obligations (other than non-recourse obligations or the Debt Securities of such
series issued under such Indenture) of, or guaranteed or assumed by, the Company
for borrowed money or evidenced by bonds, debentures, notes or other similar
instruments ("Indebtedness") in an amount in excess of $10,000,000 and
continuance of such failure for a period of 30 days after written notice thereof
to the Company by the Trustee, or to the Company and the Trustee by the holders
of not less than 25% in principal amount of such outstanding Debt Securities
(treated as one class) issued under such Indenture; or (f) a default with
respect to any Indebtedness, which default results in the acceleration of
Indebtedness in an amount in excess of $10,000,000 without such Indebtedness
having been discharged or such acceleration having been cured, waived, rescinded
or annulled for a period of 30 days after written notice thereof to the Company
by the Trustee, or to the Company and the Trustee by the holders of not less
than 25% in principal amount of such outstanding Debt Securities (treated as one
class) issued under such Indenture; PROVIDED, HOWEVER, that if any such failure,
default or acceleration referred to in clause (e) or clause (f) above shall
cease or be cured, waived, rescinded or annulled, then the Event of Default by
reason thereof shall be deemed likewise to have been thereupon cured.
(Indentures, Section 5.1)
Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under such Indenture or due to the default in the performance
or breach of any other covenant or warranty of the Company applicable to the
Debt Securities of such series but not applicable to all outstanding Debt
Securities issued under such Indenture shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in principal amount of
such Debt Securities of each affected series (treated as one class) issued under
such Indenture and then outstanding may then declare the principal of all Debt
Securities of each such affected series and interest accrued thereon to be due
and payable immediately; and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in such Indenture
applicable to all outstanding Debt Securities issued under such Indenture and
then outstanding or due to certain events of bankruptcy, insolvency and
reorganization of the Company shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all Debt
Securities issued under such Indenture and then outstanding (treated as one
class) may declare the principal of all such Debt Securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or interest
on such Debt Securities) by the holders of a majority in principal amount of the
Debt Securities of all such affected series then outstanding. (Indentures,
Sections 5.1 and 5.10)
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities (treated as one class)
issued under such Indenture before proceeding to exercise any right or power
under such Indenture at the request of such holders. (Indentures, Section 6.2)
Subject to such provisions in each Indenture for the indemnification of the
Trustee and certain other limitations, the holders of a majority in principal
amount of the outstanding Debt Securities (treated as one class) issued under
such Indenture may 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. (Indentures, Section 5.9)
Each Indenture provides that no holder of Debt Securities issued under such
Indenture may institute any action against the Company under such Indenture
(except actions for payment of overdue principal or interest) unless such holder
previously shall have given to the Trustee written notice of default and
continuance thereof and unless the
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holders of not less than 25% in principal amount of the Debt Securities of each
affected series (treated as one class) issued under such Indenture and then
outstanding shall have requested the Trustee to institute such action and shall
have offered the Trustee reasonable indemnity, the Trustee shall not have
instituted such action within 60 days of such request and the Trustee shall not
have received direction inconsistent with such written request by the holders of
a majority in principal amount of the Debt Securities of each affected series
(treated as one class) issued under such Indenture and then outstanding.
(Indentures, Sections 5.6 and 5.9)
Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Indentures, Section 3.5)
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under an Indenture as
set forth below. (Indentures, Section 10.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of any series of Debt Securities issued under such
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations (as defined in such
Indenture) as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of and interest on such Debt
Securities.
The Company may also discharge any and all of the obligations to holders of
any series of Debt Securities issued under an Indenture at any time
("defeasance"), but may not thereby avoid any duty to register the transfer or
exchange of such series of Debt Securities, to replace any mutilated, destroyed,
lost, or stolen Debt Securities of such series or to maintain an office or
agency in respect of such series of Debt Securities. Under terms satisfactory to
the relevant Trustee, the Company may instead be released with respect to any
outstanding series of Debt Securities issued under the relevant Indenture from
the obligations imposed by Sections 3.6 (in the case of the Senior Debt
Indenture) and 9.1 (which contain the covenants described above limiting liens
and consolidations, mergers, asset sales and leases), and omit to comply with
such Sections without creating an Event of Default ("covenant defeasance").
Defeasance or covenant defeasance may be effected only if, among other things:
(i) the Company irrevocably deposits with the relevant Trustee cash or, in the
case of Debt Securities payable only in U.S. dollars, U.S. Government
Obligations, as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of and interest on all outstanding
Debt Securities of such series issued under such Indenture; (ii) the Company
delivers to the relevant Trustee an opinion of counsel to the effect that the
holders of such series of Debt Securities will not recognize income, gain or
loss for United States federal income tax purposes as a result of such
defeasance or covenant defeasance and that defeasance or covenant defeasance
will not otherwise alter such holders' United States federal income tax
treatment of principal and interest payments on such series of Debt Securities
(in the case of a defeasance, such opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal income tax law
occurring after the date of such Indenture, since such a result would not occur
under current tax law); and (iii) in the case of the Subordinated Debt Indenture
(a) no event or condition shall exist that, pursuant to certain provisions
described under "Subordinated Debt" above, would prevent the Company from making
payments of principal of (and premium, if any) and interest on the subordinated
Debt Securities at the date of the irrevocable deposit referred to above or at
any time during the period ending on the 91st day after such deposit date and
(b) the Company delivers to the Trustee for the Subordinated Debt Indenture an
opinion of counsel to the effect that (1) the trust funds will not be subject to
any rights of holders of Senior Indebtedness and (2) after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, except that if a court were to rule under any such
law in any case or proceeding that the trust funds remained property of the
Company, then the relevant Trustee and the holders of the subordinated Debt
Securities would be entitled to certain rights as secured creditors in such
trust funds.
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants for the
protection of the holders of Debt Securities, (d) cure any ambiguity or correct
any inconsistency in such Indenture, (e) establish the forms or terms of Debt
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Securities of any series and (f) evidence the acceptance of appointment by a
successor trustee. (Indentures, Section 8.1)
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of Debt Securities of all series issued under such Indenture
then outstanding and affected (voting as one class), to add any provisions to,
or change in any manner or eliminate any of the provisions of, such Indenture or
modify in any manner the rights of the holders of the Debt Securities of each
series so affected; PROVIDED that the Company and the Trustee may not, without
the consent of the holder of each outstanding Debt Security affected thereby,
(a) extend the stated maturity of the principal of any Debt Security, or reduce
the principal amount thereof or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof or change
the currency in which the principal thereof (including any amount in respect of
original issue discount), premium, if any, or interest thereon is payable or
reduce the amount of any original issue discount security payable upon
acceleration or provable in bankruptcy or alter certain provisions of such
Indenture relating to the Debt Securities issued thereunder not denominated in
U.S. dollars or impair the right to institute suit for the enforcement of any
payment on any Debt Security when due or (b) reduce the aforesaid percentage in
principal amount of Debt Securities of any series issued under such Indenture,
the consent of the holders of which is required for any such modification.
(Indentures, Section 8.2)
The Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding subordinated Debt Securities without the
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby. (Subordinated Debt Indenture, Section 8.6)
CONCERNING THE TRUSTEES
The Company and its subsidiaries maintain ordinary banking relationships
and credit facilities with Chemical Bank. In addition, Bankers Trust acts as
Trustee under an Indenture dated as of June 12, 1986 related to the Company's
5.75% Convertible Subordinated Debentures due 2001.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Except as may otherwise be provided in the Prospectus Supplement applicable
thereto, in compliance with United States federal income tax laws and
regulations, Bearer Securities (including Bearer Securities in global form) will
not be offered, sold, resold or delivered, directly or indirectly, in the United
States or its possessions or to United States persons (as defined below), except
as otherwise permitted by United States Treasury Regulations Section 1.163-
5(c)(2)(i)(D). Any underwriters, agents and dealers participating in the
offerings of Bearer Securities, directly or indirectly, must agree that they
will not, in connection with the original issuance of any Bearer Securities or
during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)) (the "restricted period"), offer, sell, resell
or deliver, directly or indirectly, any Bearer Securities in the United States
or its possessions or to United States persons (other than as permitted by the
applicable Treasury Regulations described above). In addition, any such
underwriters, agents and dealers must have procedures reasonably designed to
ensure that its employees or agents who are directly engaged in selling Bearer
Securities are aware of the above restrictions on the offering, sale, resale or
delivery of Bearer Securities. Moreover, Bearer Securities (other than temporary
global Debt Securities and Bearer Securities that satisfy the requirements of
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(iii)) and any
Coupons appertaining thereto will not be delivered in definitive form unless the
Company has received a signed certificate in writing (or an electronic
certificate described in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(ii)) stating that on such date such Bearer Security (i)
is owned by a person that is not a United States person, (ii) is owned by a
United States person that (a) is a foreign branch of a United States financial
institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (b) is acquiring such Bearer Security through a foreign branch of
a United States financial institution and who holds the Bearer Security through
such financial institution through such date (and in either case (a) or (b)
above, each such United States financial institution agrees, on its own behalf
or through its agent, that the Company may be advised that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder) or (iii) is owned by a
United States or foreign financial institution for the purposes of resale during
the restricted period and, in addition, if the owner of such Bearer Security is
a United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or clause (ii) above), such
financial institution certifies that it has not
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acquired the Bearer Security for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.
Bearer Securities (other than temporary global Debt Securities) and any
Coupons appertaining thereto will bear a legend substantially to the following
effect: "Any United States person who holds this obligation will be subject to
limitations under the United States federal income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the United States
Internal Revenue Code." The sections referred to in such legend provide that,
with certain exceptions, a United States person will not be permitted to deduct
any loss and will not be eligible for capital gain treatment with respect to any
gain, realized on the sale, exchange or redemption of such Bearer Security or
Coupon.
As used herein, "United States person " means a citizen, national or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $.10 per share. As of June 30, 1995, there were
outstanding 15,093,339 shares of Common Stock. As of such date, there were
34,906,661 shares of authorized but unissued Common Stock, including 4,493,803
shares reserved for issuance pursuant to various employee and director
compensation plans and 810,411 shares reserved for issuance upon conversion of
the Company's 5.75% Convertible Subordinated Debentures due 2001. Pursuant to
the 1991 Equity Incentive Plan, awards may be made in each calendar year in
respect of a maximum of 7.5% of the total shares of Common Stock outstanding on
the first day of such year.
Except as otherwise provided in the charter or required by law, the holders
of shares of Common Stock are entitled to one vote per share on all matters to
be voted on by stockholders and do not have the right of cumulative voting in
connection with elections for directors, which means that holders of more than
half the outstanding shares of Common Stock can elect all of the directors of
the Company.
The holders of Common Stock of the Company are entitled to receive, pro
rata, dividends, when and as declared by the Board of Directors in its
discretion out of funds legally available therefor. The ability of the Company,
as a holding company, to pay dividends on its Common Stock will be dependent
upon, among other factors, the Company's earnings, financial condition and cash
requirements at the time such payment is considered, and payment to it of
dividends or principal and interest by, or the availability of other funds from,
its subsidiaries. Dividends, loans and advances from certain subsidiaries,
including Alex. Brown, to the Company are restricted by net capital requirements
under the Exchange Act and under rules of certain exchanges and various domestic
and foreign regulatory bodies. Such restrictions could limit the ability of the
Company to pay dividends to its stockholders.
In the event of the dissolution of the Company, whether voluntary or
involuntary, the holders of Common Stock are entitled to share ratably in the
assets of the Company legally available for distribution to its stockholders
after the payment of the liquidation preference of any outstanding preferred
stock. The holders of Common Stock have no preemptive, subscription, conversion
or redemption rights, and are not subject to further calls or assessments by the
Company. The Common Stock currently outstanding is validly issued, fully paid
and non-assessable.
The Board of Directors has the authority by resolution to reclassify any
authorized but unissued shares of Common Stock as Preferred Stock and to
determine all of the characteristics of such Preferred Stock without any further
action by stockholders. For example, the Board of Directors is authorized to
issue a series of Preferred Stock that would have the right to vote, separately
or with any other series of Preferred Stock, on any proposed amendment to the
Company's charter or any other proposed corporate action, including business
combinations and other transactions. These additional shares may be utilized for
a variety of proper corporate purposes, including future public offerings to
raise additional capital or in connection with corporate acquisitions. One of
the effects of the existence of unissued and unreserved Common Stock which may
be reclassified as Preferred Stock may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of the Company's management. In this regard,
the charter grants the Board of Directors broad power to establish the rights
and preferences of the authorized and unissued Preferred Stock. Such rights
could include the right to vote separately as a class on any proposed merger or
consolidation, to cast a proportionately larger vote than the Common Stock on
any such transaction or for all
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purposes, to elect directors having terms of office or effective voting rights
greater than those of other directors, to convert Preferred Stock into a larger
number of shares of Common Stock or other securities, to demand redemption at a
specified price under prescribed circumstances related to a change of control or
to exercise other rights designed to impede a takeover. The issuance of shares
of Preferred Stock pursuant to the Board's authority described above could
adversely affect the rights of the holders of the Common Stock. However, the
Board of Directors currently does not contemplate the issuance of any Preferred
Stock and is not aware of any pending or proposed transactions that would be
affected by such issuance.
Chemical Bank, New York, New York is the transfer agent and registrar for
the Company's Common Stock.
The Managing Directors and Principals of Alex. Brown and certain other
persons are parties to the Company's First Amended and Restated Stockholders'
Agreement (the "Stockholders' Agreement") and as of June 30, 1995 hold in the
aggregate approximately 4.1 million shares of the Company's Common Stock and 7.5
million shares of the Company's Common Stock assuming exercise of all
outstanding options and conversion of all outstanding convertible subordinated
debentures. As of such date such shares constituted approximately 27% and 39%,
respectively, of the votes that are entitled to be cast by the Common Stock at
any meeting of the Company's stockholders. The parties to the Stockholders'
Agreement are required to vote their shares of the Company's Common Stock in
accordance with the vote of the holders of the majority of the shares subject to
the Stockholders' Agreement. Subject to certain limitations, parties to the
Stockholders' Agreement retain dispositive control of stock held subject to the
terms of the Stockholders' Agreement.
SPECIAL VOTING REQUIREMENTS
Under the Maryland General Corporation Law, certain stock issuances,
mergers, capital reorganizations, and other transactions with a holder of more
than 10% of the voting stock of a Maryland corporation (an "Interested
Stockholder") not otherwise prohibited by law must be recommended by the board
of directors of the corporation and approved by the affirmative vote of at least
(i) 80% of the votes entitled to be cast by the holders of outstanding voting
stock of the corporation, and (iii) two-thirds of the votes entitled to be cast
by the holders of voting stock other than voting stock held by the Interested
Stockholder or an affiliate or associate thereof (with dissenting stockholders
having appraisal rights), unless certain value and other standards are met or an
exemption is available.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in three ways: (i)
through agents, (ii) through underwriters and (iii) through dealers. Any such
underwriters, dealers or agents may include Alex. Brown.
Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of the Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Company to such agent set forth, in
the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a reasonable efforts basis for the
period of its appointment. Agents may be entitled under agreements which may be
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If any underwriters are utilized in the sale of the Securities in respect
of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales of the Securities in respect of which this Prospectus is delivered to
the public. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If a dealer is utilized in the sale of the Securities in respect of which
the Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. Dealers
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
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Debt Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms, which may include Alex. Brown ("remarketing firms"),
acting as principals for their own accounts or as agents for the Company. Any
remarketing firm will be identified and the terms of its agreement, if any, with
the Company and its compensation will be described in the Prospectus Supplement.
Remarketing firms may be entitled under agreements which may be entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.
Any underwriters, agents or dealers utilized in the sale of Debt Securities
will not confirm sales to accounts over which they exercise discretionary
authority.
Alex. Brown is a wholly owned subsidiary of the Company. Each offering of
Debt Securities and any market-making activities by Alex. Brown with respect to
Securities will be conducted in compliance with the requirements of Schedule E
of the By-Laws of the NASD regarding a NASD member firm's distributing the
securities of an affiliate. Following the initial distribution of any
Securities, Alex. Brown may offer and sell Debt Securities in the course of its
business as a broker-dealer. Alex. Brown may act as principal or agent in such
transactions. This Prospectus may be used by Alex. Brown in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale or otherwise. Alex. Brown is not
obligated to make a market in any Securities and may discontinue any
market-making activities at any time without notice.
LEGAL MATTERS
The validity of the Securities will be passed upon for the Company by
Shearman & Sterling, New York, New York and, with respect to certain matters
under Maryland law, by Robert F. Price, Secretary and General Counsel of the
Company and a Managing Director of Alex. Brown. Mr. Price beneficially owns, or
has rights to acquire under an employee benefit plan of the Company, less than
one percent of the common stock of the Company. Certain legal matters relating
to the Securities will be passed upon for the Underwriters by Willkie Farr &
Gallagher, New York, New York.
EXPERTS
The consolidated financial statements of the Company included in and
incorporated by reference in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP
pertaining to such financial statements (to the extent covered by consents filed
with the Commission) given upon the authority of such firm as experts in
accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and
reports on consolidated financial statements of the Company issued at future
dates, and consents to the use of their report thereon, such financial
statements also will be incorporated herein in reliance upon their report and
said authority.
ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES
The Company and certain affiliates of the Company, including Alex. Brown,
may each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a "disqualified
person" within the meaning of the Code with respect to many employee benefit
plans. Prohibited transactions within the meaning of ERISA or the Code may
arise, for example, if the Debt Securities are acquired by or with the assets of
a pension or other employee benefit plan with respect to which Alex. Brown or
any of its affiliates is a service provider, unless such Debt Securities are
acquired pursuant to an exemption for transactions effected on behalf of such
plan by a "qualified professional asset manager" or pursuant to any other
available exemption. The assets of a pension or other employee benefit plan may
include assets held in the general account of an insurance company that are
deemed to be "plan assets" under ERISA. ANY INSURANCE COMPANY OR PENSION OR
EMPLOYEE BENEFIT PLAN PROPOSING TO INVEST IN THE DEBT SECURITIES SHOULD CONSULT
WITH ITS LEGAL COUNSEL.
13
<PAGE>
<PAGE>
ALEX. BROWN INCORPORATED
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the expenses of the issuance and distribution of the
securities being registered, all of which will be paid by the registrant. Other
than the registration fee and the NASD filing fee, all of such expenses are
estimated.
<TABLE>
<S> <C>
Registration fee........................................................................................ $ 51,725
NASD filing fee......................................................................................... 15,500
Rating agency fees...................................................................................... 90,000
Blue Sky fees and expenses.............................................................................. 5,000
Printing and engraving expenses......................................................................... 20,000
Legal fees and expenses................................................................................. 200,000
Accounting fees and expenses............................................................................ 30,000
Trustees' fees and expenses (including counsel fees).................................................... 15,000
Miscellaneous........................................................................................... 7,775
Total......................................................................................... $ 435,000
</TABLE>

Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article Eight, Section 8 of the Charter of the Company provides for
indemnification of directors and officers of the Company as follows:
The Company shall indemnify (a) its directors to the full extent
provided by the general laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures provided by
such laws: (b) its officers to the same extent it shall indemnify its
directors; and (c) its officers who are not directors to such further
extent as shall be authorized by the Board of Directors and be consistent
with law. The foregoing shall not limit the authority of the Company to
indemnify other employees and agents consistent with law.
Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland provides as follows:
(a) In this section the following words have the meanings indicated.
(1) "Director" means any person who is or was a director of a
corporation and any person who, while a director of a corporation, is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger, consolidation, or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official Capacity" means the following:
(i) When used with respect to a director, the office of director in
the corporation; and
(ii) When used with respect to a person other than a director as
contemplated in subsection (j), the elective or appointive office in the
corporation held by the officer, or the employment or agency
relationship undertaken by the employee or agent in behalf of the
corporation.
(iii) "Official Capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture,
trust, other enterprise or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or
investigative.
(b)(1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established that:
II-1
<PAGE>
<PAGE>
(i) The act or omission of the director was material to the matter
giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in
money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding
in which the director shall have been adjudged to be liable to the
corporation.
(3)(i) The termination of any proceeding by judgment, order or
settlement does not create a presumption that the director did not meet the
requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of
nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the director did
not meet that standard of conduct.
(c) A director may not be indemnified under subsection (b) of this section
in respect of any proceeding charging improper personal benefit to the director,
whether or not involving action in the director's official capacity, in which
the director was adjudged to be liable on the basis that personal benefit was
improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in
the defense of any proceeding referred to in subsection (b) of this section
shall be indemnified against reasonable expenses incurred by the director
in connection with the proceeding.
(2) A court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, may order
indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement under
paragraph (1) of this subsection, the court shall order indemnification,
in which case the director shall be entitled to recover the expenses of
securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not the director has met the standards of conduct set forth
in subsection (b) of this section or has been adjudged liable under the
circumstances described in subsection (c) of this section, the court may
order such indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the right of the
corporation or in which liability shall have been adjudged in the
circumstances described in subsection (c) shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which
the proceeding involving the director's liability took place.
(e) (1) Indemnification under subsection (b) of this section may not be
made by the corporation unless authorized in the specific case after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the Board of Directors by a majority vote of quorum
consisting of directors not, at the time, parties to the proceeding, or,
if such a quorum cannot be obtained, then by a majority vote of
committee of the board consisting solely of two or more directors not,
at the time, parties to such proceeding and who were duly designated to
act in the matter by a majority vote of the full board in which the
designated directors who are parties may participate;
II-2
<PAGE>
<PAGE>
(ii) By special legal counsel selected by the Board of Directors or
a committee of the board by vote as set forth in subparagraph (i) of
this paragraph, or, if the requisite quorum of the full board cannot be
obtained therefor and the committee cannot be established, by a majority
vote of the full board in which directors who are parties may
participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by special legal
counsel, authorization of indemnification and determination as to
reasonableness of expenses shall be made in the manner specified in
subparagraph (ii) of paragraph (2) of this subsection for election of such
counsel.
(4) Shares held by directors who are parties to the proceeding may not
be voted on the subject matter under this subsection.
(f) (1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the preceding, after a determination that the facts then known to
those making the determination would not preclude indemnification under this
section, upon receipt by the corporation of:
(i) A written affirmation by the director of the director's good faith
belief that the standard of conduct necessary for indemnification by the
corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay
the amount if it shall ultimately be determined that the standard of
conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to financial
ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, by-laws, or contract or as specified in subsection (e) of this
section.
(g) The indemnification and advancement of expenses provided or authorized
by this section may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the by-laws, a resolution of stockholders or directors, an agreement or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
(h) This section does not limit the corporation's power to pay or reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named defendant or
respondent in the proceeding.
(i) For the purposes of this section:
(1) The Corporation shall be deemed to have requested a director to
serve an employee benefit plan where the performance of the director's
duties to the corporation also imposes duties on, or otherwise involves
services by, the director to the plan or participants or beneficiaries of
the plan;
(2) Excise taxes assessed on a director with respect to an employee
benefit plan pursuant to applicable law shall be deemed fines; and
(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties for a
purpose reasonably believed by the director to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the
extent provided in subsection (d) of this section for a director and shall
be entitled, to the same extent as a director, to seek indemnification
pursuant to the provisions of subsection (d);
II-3
<PAGE>
<PAGE>
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may
indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to
an officer, employee, or agent who is not a director to such further
extent, consistent with law, as may be provided by its charter, by-laws,
general or specific action of its Board of Directors, or contract.
(k) (1) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the corporation,
or who, while a director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under the
provisions of this section.
(2) A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may not be provided by a
subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the right
of the corporation, shall be reported in writing to the stockholders with the
notice of the next stockholder's meeting or prior to the meeting.
As permitted under Section (k) of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland, set forth above, the
Company maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.
II-4
<PAGE>
<PAGE>
Item 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement.
Where such filing is made by incorporation as an exhibit hereto by reference to
a previously filed statement or report, such incorporation is noted.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
1 Form of Underwriting Agreement for Debt Securities.
4.1 Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee.
4.2 Form of Subordinated Debt Indenture between the Company and Bankers Trust Company, as Trustee.
4.3 Indenture dated as of June 12, 1986 between the Company and Bankers Trust Company, as Trustee, related to the
Company's 5 3/4% Convertible Subordinated Debentures due 2001 (incorporated by reference to the corresponding
Exhibit to Registration Statement No. 33-13289 on Form S-1 of the Company filed on April 9, 1987).
4.4 Agreement to furnish Loan Agreements (incorporated by reference to the corresponding Exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993).
5.1 Opinion of Shearman & Sterling.
5.2 Opinion of Robert F. Price, Secretary and General Counsel of the Company.
12 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1).
23.3 Consent of Robert F. Price, Secretary and General Counsel of the Company (included in Exhibit 5.2).
24 Powers of Attorney (included on signature pages).
25.1 Statement of Eligibility and Qualification of Chemical Bank, Trustee under the Senior Debt Indenture on Form T-1.
25.2 Statement of Eligibility and Qualification of Bankers Trust Company, Trustee under the Subordinated Debt Indenture
on Form T-1.
</TABLE>

Item 17. UNDERTAKINGS
(1) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement 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.
(2) 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 foregoing provisions, 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 a 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.
(3) The undersigned registrant hereby undertakes:
(a) 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 this 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 this registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
II-5
<PAGE>
<PAGE>
provided, however, that paragraphs (3)(a)(i) and (3)(a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(b) 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.
(c) 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.
(4) The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-6
<PAGE>
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALTIMORE AND STATE OF MARYLAND,
ON THE 10TH DAY OF JULY, 1995.
ALEX. BROWN INCORPORATED
(Registrant)
By /s/ A. B. KRONGARD
A. B. Krongard
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Alex. Brown
Incorporated, hereby severally constitute A. B. Krongard, Mayo A. Shattuck
III and Beverly L. Wright, and each of them singly, our true and lawful
attorneys with full power to them and each of them to sign for us, and in
our names in the capacities indicated below, any and all amendments to the
registration statement filed with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our
said attorneys to any and all amendments to said registration statement.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 10TH DAY OF JULY, 1995.

<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ A. B. KRONGARD Chief Executive Officer (Principal Executive Officer); Chairman of
A. B. Krongard the Board of Directors
/s/ MAYO A. SHATTUCK III President; Chief Operating Officer; Director
Mayo A. Shattuck III
/s/ BEVERLY L. WRIGHT Treasurer and Chief Financial Officer
Beverly L. Wright (Principal Financial and Accounting Officer)
/s/ LEE A. AULT III Director
Lee A. Ault III
/s/ NEIL R. AUSTRIAN Director
Neil R. Austrian
/s/ THOMAS C. BARRY Director
Thomas C. Barry
/s/ BENJAMIN H. GRISWOLD IV Director
Benjamin H. Griswold IV
/s/ DONALD B. HEBB, JR. Director
Donald B. Hebb, Jr.
</TABLE>
II-7
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ STEVEN MULLER, PH.D. Director
Steven Muller, Ph.D.
/s/ DAVID M. NORMAN Director
David M. Norman
/s/ FRANK E. RICHARDSON Director
Frank E. Richardson
</TABLE>

II-8
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
LOCATION OF
EXHIBIT IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER DESCRIPTION OF DOCUMENTS SYSTEM
<C> <S> <C>
1 Form of Underwriting Agreement for Debt Securities.
4.1 Form of Senior Debt Indenture between the Company and Chemical Bank, as Trustee.
4.2 Form of Subordinated Debt Indenture between the Company and Bankers Trust Company, as Trustee.
5.1 Opinion of Shearman & Sterling.
5.2 Opinion of Robert F. Price, Secretary and General Counsel of the Company.
12 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
25.1 Statement of Eligibility and Qualification of Chemical Bank, Trustee under the Senior Debt Indenture
on Form T-1.
25.2 Statement of Eligibility and Qualification of Bankers Trust Company, Trustee under the Subordinated
Debt Indenture on Form T-1.
</TABLE>
<PAGE>

ALEX. BROWN INCORPORATED

UNDERWRITING AGREEMENT

_______________, 19__

Alex. Brown & Sons Incorporated
As Representative of the
Several Underwriters
c/o Alex. Brown & Sons Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

Alex. Brown Incorporated, a Maryland corporation (the
"Company"), proposes to issue and sell to the underwriters named
in Schedule II hereto (the "Underwriters"), for whom you (the
"Representative") are acting as representative, the principal
amount of its securities identified in Schedule I hereto (the
"Securities"). The Securities will be issued under (i) a senior
indenture, dated as of July 10, 1995, between the Company and
Bankers Trust Company as Trustee (the "Senior Debt Indenture"),
or (ii) a Subordinated Indenture, dated as of July 10, 1995,
between the Company and Chemical Bank as Trustee (the
"Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"), as applicable. The Securities are
convertible as indicated in Schedule I hereto.

As the Representative, you have advised the Company (a) that
you are authorized to enter into this Agreement on behalf of the
several Underwriters, and (b) that the several Underwriters are
willing, acting severally and not jointly, to purchase the
numbers of Securities set forth opposite their respective names
in Schedule II hereto.

In consideration of the mutual agreements contained
herein and of the interests of the parties in the transactions
contemplated hereby, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the
Underwriters as set forth below in this Section 1. Certain
capitalized terms used in this Section 1 are defined in
paragraph (c) hereof.

(a) A registration statement on Form S-3 (File No. 33-
______), including a Basic Prospectus, with respect to the
Securities has been carefully prepared by the Company in

<PAGE>

conformity with the requirements of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations
(the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder and has been filed
with the Commission. The Company has complied with the
conditions for the use of a registration statement on Form S-3.
The Company may have filed with the Commission one or
more amendments to such registration statement, and may have
used a Preliminary Final Prospectus, each of which has been
previously been furnished to you. Such registration
statement, as so amended, has become effective. The
offering of the Securities is a Delayed Offering and,
although the Basic Prospectus may not include all the
information with respect to the Securities and the offering
thereof required by the Act and the Rules and Regulations to
be included in the Final Prospectus, the Basic Prospectus
includes all such information required by the Act and the
Rules and Regulations to be included therein as of the
Effective Date. The Company will hereafter file with the
Commission pursuant to Rules 415 and 424(b)(2) or (5) a
final supplement to the form of prospectus included in such
registration statement relating to the Securities and the
offering thereof. As filed, such final prospectus
supplement shall include all required information with
respect to the Securities and the offering thereof and the
shares of common stock, par value $.10 per share (the
"Common Stock"), of the Company identified in Schedule I
hereto issuable upon conversion of the Securities, and,
except to the extent the Representative shall agree in
writing to any modification thereof, shall be in all
substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the
Execution Time, shall be in such form with only such
specific additional information and other changes (beyond
that contained in the Basic Prospectus and any Preliminary
Final Prospectus) as the Company has advised you, prior to
the Execution Time, will be included or made therein.

(b) On the Effective Date, the Registration Statement
did or will, and when the Final Prospectus is first filed
(if required) in accordance with Rule 424(b) and on the
Closing Date, the Final Prospectus (as supplemented and
amended in the case of the Closing Date) will, comply in all
material respects with the applicable requirements of the
Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the respective
rules and regulations thereunder; on the Effective Date, the
Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indentures did or

<PAGE>

will comply in all material respects with the requirements
of the Trust Indenture Act and the rules and regulations
thereunder; and, on the Effective Date, the Final
Prospectus, if not filed pursuant to Rule 424(b), did not or
will not, and on the date of any filing pursuant to Rule
424(b) and on the Closing Date, the Final Prospectus (as
supplemented and amended in the case of the Closing Date)
will not, include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as
to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification
(Form T-1) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of any Underwriter through the Representative
specifically for inclusion in the Registration Statement or
the Final Prospectus (or any supplement or amendment
thereto).

"Basic Prospectus" shall mean the prospectus
referred to in Section 1(a) hereof contained in the
Registration Statement at the Effective Date.

"Delayed Offering" shall mean the offering of the
Securities pursuant to Rule 415 which does not commence
promptly after the effective date of the Registration
Statement, with the result that only information
required pursuant to Rule 415 need be included in such
Registration Statement at the effective date thereof
with respect to the Securities.

"Effective Date" shall mean each date that the
Registration Statement and any post-effective
amendment(s) thereto became or become effective and
each date after the date hereof on which a document
incorporated by reference in the Registration Statement
is filed by the Company.

"Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties
hereto.

"Final Prospectus" shall mean the prospectus
supplement relating to the Securities that is first

3
<PAGE>

filed pursuant to Rule 424(b) under the Act after the
Execution Time, together with the Basic Prospectus.

"Preliminary Final Prospectus" shall mean any
preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the
Final Prospectus.

"Registration Statement" shall mean (i) the
registration statement referred to in Section 1(a)
hereof, including all documents incorporated therein by
reference, exhibits and financial statements and notes
thereto and related schedules and other statistical and
financial data and information included therein, as
amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall
become effective); (ii) in the event any post-effective
amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), such
registration statement as so amended and (iii) in the
event any Rule 462(b) Registration Statement becomes
effective prior to the Closing Date, from and after the
effectiveness of such Rule 462(b) Registration
Statement, such registration statement as so modified
by the Rule 462(b) Registration Statement. Such term
shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by
Rule 430A.

"Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulation
under the Act.

"Rule 430A Information" means information with
respect to the Securities and the offering thereof
permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A.

Any reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange
Act after the Effective Date of the Registration Statement

4
<PAGE>

or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may
be, deemed to be incorporated therein by reference.

(d) The Company and each of its subsidiaries (as
defined in Rule 405 under the Act) (the "Subsidiaries") have
been duly organized and are validly existing as corporations
in good standing under the laws of their respective
jurisdictions of incorporation, with all corporate power and
authority to own or lease their respective properties and
conduct their respective businesses as described in the
Registration Statement and are duly qualified to transact
business and are in good standing in each jurisdiction in
which the conduct of their respective businesses or
ownership or leasing of property requires such
qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a
material adverse effect on the Company and the Subsidiaries
taken as a whole. None of the subsidiaries of the Company
(other than the subsidiaries set forth in Schedule IV
hereto) is a "significant subsidiary" as such term is
defined in Rule 405 under the Act.

(e) Since the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there has not been any material adverse
change in the business, properties, operations, financial
condition, income or business prospects of the Company and
the Subsidiaries, taken as a whole, whether or not arising
from transactions in the ordinary course of business, other
than as set forth in the Registration Statement and the
Prospectus, and since such dates, except in the ordinary
course of business, neither the Company nor the Subsidiaries
has entered into any material transaction not referred to in
Prospectus Statement and the Final Prospectus; and, since
such date, there has not been any change in the capital
stock or long-term debt of the Company or any Subsidiary or
any material adverse change, or any development involving a
prospective material adverse change, in or affecting the
general affairs, management, financial position,
stockholders' equity or results of operations of the Company
and the Subsidiaries taken as a whole, otherwise than as set
forth or contemplated in the Final Prospectus.

(f) The Indentures have been duly authorized, executed
and delivered by the Company and constitute valid and
binding agreements of the Company enforceable against the
Company in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, by general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at

<PAGE>

law) or by any implied covenant of good faith and fair
dealing; the Securities have been duly authorized, and, when
duly executed, authenticated, issued and delivered as
provided in the Indentures, will be duly and validly issued
and outstanding, and will constitute valid and binding
obligations of the Company entitled to the benefits of the
Indentures and enforceable in accordance with their terms,
except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally,
by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) or by any implied covenant of good faith and fair
dealing; the Securities and the shares of Common Stock
identified in Schedule I hereto issuable upon conversion of
the Securities, when issued and delivered, will conform to
the description thereof contained in the Final Prospectus;
the holders of the outstanding shares of capital stock of
the Company are not entitled to any preemptive or other
rights to subscribe for the Securities or the securities
issuable upon the conversion thereof; and the shares of
Common Stock issuable upon conversion of the Securities have
been duly and validly authorized and reserved for issuance
upon such conversion and, when issued upon conversion, will
be validly issued, fully paid and nonassessable.

(g) This Agreement has been duly authorized, executed
and delivered by the Company and constitutes a valid and
binding agreement of the company enforceable against the
Company in accordance with its terms except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, by general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) or by any implied covenant of good faith and fair
dealing; the execution, delivery and performance of this
Agreement by the Company and the consummation of the
transactions contemplated hereby will not conflict with or
result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in
the imposition of any lien or security interest on any
property or assets of the Company or any Subsidiary pursuant
to any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any
Subsidiary is a party or by which the Company or any
Subsidiary is bound or to which any of the property or
assets of the Company or any Subsidiary is subject, nor will
such actions result in any violation of the provisions of
the respective Certificates of Incorporation or By-Laws of
the Company or any Subsidiary or any statute or any order,
rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any Subsidiary

6
<PAGE>

or any of their respective properties or assets; and except
for the registration of the Securities under the Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under the Exchange Act and
applicable State securities laws in connection with the
purchase and distribution of the Securities by the
Underwriters, no consent, approval, authorization or order
of, or filing or registration with, any such court or
governmental agency or body is required for the execution,
delivery and performance of this Agreement by the Company
and the consummation of the transactions contemplated
hereby.

(h) The Commission has not issued an order preventing
or suspending the use of any Prospectus relating to the
proposed offering of the Securities nor instituted
proceedings for that purpose. The Registration Statement
contains, and the Final Prospectus and any amendments or
supplements thereto will contain, all statements which are
required to be stated therein by, and will conform, to the
requirements of the Act and the Rules and Regulations. The
documents incorporated by reference in the Registration
Statement, at the time filed with the Commission, conformed,
in all respects to the requirements of the Act and the Rules
and Regulations and the Exchange Act and the rules and
regulations of the Commission thereunder. The Registration
Statement and any amendment(s) thereto do not contain, and
will not contain, any untrue statement of a material fact
and do not omit, and will not omit, to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading. The Final Prospectus and
any amendments and supplements thereto do not contain, and
will not contain, any untrue statement of material fact; and
do not omit, and will not omit, to state any material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as
to information contained in or omitted from the Registration
Statement or the Final Prospectus, or any such amendment or
supplement, in reliance upon, and in conformity with,
written information furnished to the Company by or on behalf
of any Underwriter through the Representative, specifically
for use in the preparation thereof.

(i) The consolidated financial statements of the
Company and the Subsidiaries, notes thereto, related
schedules and other statistical and financial data and
information as set forth or incorporated by reference in the
Registration Statement present fairly the financial position
and the results of operations and cash flows of the Company
and the consolidated Subsidiaries, at the indicated dates
and for the indicated periods. Such consolidated financial

7
<PAGE>

statements, notes thereto, related schedules and other
statistical and financial information set forth or
incorporated by reference in the Registration Statement have
been prepared in accordance with generally accepted
principles of accounting, consistently applied throughout
the periods involved, except as disclosed herein, and all
adjustments necessary for a fair presentation of results for
such periods have been made. The summary financial and
statistical data included or incorporated by reference in
the Registration Statement present fairly the information
shown therein and such data has been compiled on a basis
consistent with the consolidated financial statements set
forth or incorporated by reference therein and the books and
records of the Company.

(j) KPMG Peat Marwick LLP ("Peat Marwick"), who have
certified certain of the consolidated financial statements
filed with the Commission as part of, or incorporated by
reference in, the Final Prospectus, are independent public
accountants as required by the Act and the Rules and
Regulations.

(k) There is no action, suit, claim or proceeding
pending or, to the knowledge of the Company, threatened
against the Company or any Subsidiary before any court or
administrative agency or otherwise which, if determined
adversely to the Company or any Subsidiary, might result in
any material adverse change in the earnings, business,
management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the
Company and any of the Subsidiaries taken as a whole or to
prevent the consummation of the transactions contemplated
hereby, except as set forth in the Final Prospectus.

(l) The Company and the Subsidiaries have good and
marketable title to all of the properties and assets
reflected in the consolidated financial statements (or as
described in the Final Prospectus) hereinabove described,
subject to no lien, mortgage, pledge, charge or encumbrance
of any kind except those reflected in such consolidated
financial statements (or as described in the Final
Prospectus) or which are not material in amount. The
Company and the Subsidiaries occupy their leased properties
under valid and binding leases conforming in all material
respects to the description thereof set forth in the Final
Prospectus.

(m) The documents which are incorporated by reference
in the Registration Statement and the Final Prospectus or
from which information is so incorporated by reference, when
they became effective or were filed with the Commission, as
the case may be, complied in all material respects with the
requirements of the Act and the Rules and Regulations or the

8
<PAGE>

Exchange Act and the rules and regulations thereunder as
applicable, and any documents so filed and incorporated by
reference subsequent to the Effective Date shall, when they
are filed with the Commission, conform in all material
respects with the requirements of the Exchange Act and the
rules and regulations thereunder.

(n) Each approval, consent, order, authorization,
designation, declaration, or filing by or with any
regulatory, administrative or other governmental body
necessary in connection with the execution and delivery by
the Company of this Agreement and the consummation of the
transactions herein contemplated has been obtained or made
and is in full force and effect, except such steps as may be
required by the National Association of Securities Dealers,
Inc. (the "NASD") or as may be necessary to qualify the
Securities for public offering by the Underwriters under
state securities laws or filing requirements under Rule
424(b) or Rule 430A.

(o) The Company and the Subsidiaries have filed all
federal, state, local and foreign income tax returns which
have been required to be filed and have paid all taxes
indicated by said returns and all assessments received by
them or any of them to the extent that such taxes have
become due and are not being contested in good faith. All
tax liabilities have been adequately provided for in the
consolidated financial statements of the Company.

(p) Since the respective dates as of which information
is given in the Registration Statement and the Final
Prospectus, there has not been any material adverse change
or any development involving a prospective material adverse
change in or affecting the earnings, business, management,
properties, assets, rights, operations, condition (financial
or otherwise), or prospects of the Company and the
Subsidiaries taken as a whole, whether or not occurring in
the ordinary course of business, and there has not been any
material transaction entered into or any material
transaction that is probable of being entered into by the
Company or any Subsidiary, other than transactions in the
ordinary course of business and changes and transactions
described in the Registration Statement or the Final
Prospectus, as amended or supplemented. The Company and the
Subsidiaries have no material contingent obligations which
are not disclosed in the consolidated financial statements
incorporated by reference in the Registration Statement.

(q) Neither the Company nor any Subsidiary is, or with
the giving of notice or lapse of time or both, will be, in
violation of or in default under its respective Certificate
of Incorporation or By-Laws or under any agreement, lease,
contract, indenture or other instrument or obligation to

9
<PAGE>

which it is a party or by which it, or any of its
properties, is bound and which default is of material
significance in respect of the condition (financial or
otherwise) of the Company and its Subsidiaries taken as a
whole or the business, management, properties, assets,
rights, operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries taken as a
whole. The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated and the
fulfillment of the terms hereof will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust or other agreement or instrument to which the Company
or any Subsidiary is a party, or of the Certificate of
Incorporation or By-Laws of the Company or any order, rule
or regulation applicable to the Company or any Subsidiary of
any court or of any regulatory body or administrative agency
or other governmental body having jurisdiction.

(r) Each approval, consent, order, authorization,
designation, declaration or filing by or with any
regulatory, administrative or other governmental body
necessary in connection with the execution and delivery by
the Company of this Agreement and the consummation of the
transactions herein contemplated (except such additional
steps as may be required by the Commission, the New York
Stock Exchange or the NASD or such additional steps as may
be necessary to qualify the Securities for public offering
by the Underwriters under State securities or Blue Sky laws)
has been obtained or made and is in full force and effect.

(s) The Company and each of the Subsidiaries hold all
material licenses, certificates and permits from
governmental authorities which are necessary to the conduct
of their respective businesses; and neither the Company nor
any of the Subsidiaries has infringed any patents, patent
rights, trade names, trademarks or copyrights, which
infringement is material to the business of the Company and
the Subsidiaries taken as a whole. The Company knows of no
material infringement by others of patents, patent rights,
trade names, trademarks or copyrights owned by or licensed
to the Company.

(t) Neither the Company, nor to the Company's best
knowledge, any of its affiliates, has taken or may take,
directly or indirectly, any action designed to cause or
result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or
manipulation of the price of the shares of Common Stock to
facilitate the sale or resale of the Securities. The
Company acknowledges that the Underwriters may engage in
passive market making transactions in the Securities on The

10
<PAGE>

NASDAQ Stock Market in accordance with Rule 10b-6A under the
Exchange Act.

(u) Neither the Company nor any Subsidiary is an
"investment company" within the meaning of such term under
the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules and regulations of the Commission
thereunder.

(v) The Company maintains a system of internal
accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance
with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally
accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to
any differences.

(w) The Company and the Subsidiaries carry, or are
covered by, insurance in such amounts and covering such
risks as is adequate for the conduct of their respective
businesses and the value of their respective properties and
as is customary for companies engaged in similar businesses.

2. PURCHASE, SALE AND DELIVERY OF THE SECURITIES.

Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Company,
at the purchase price set forth in Schedule I hereto, the amount
of the Securities set forth opposite such Underwriter's name in
Schedule II hereto.

As provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts (the "Delayed
Delivery Contracts") substantially in the form of Schedule IV
hereto, but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company will
pay to the Representative, for the account of the Underwriters,
on the Closing Date, the percentage set forth in Schedule I
hereto of the principal amount of the Securities for which
Delayed Delivery Contracts are made. Delayed Delivery Contracts
may be entered into with institutional investors, including
commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions.

<PAGE>

The Underwriters will not have any responsibility in respect of
the validity or performance of Delayed Delivery Contracts.

Delivery of and payment for the Securities shall be
made on the date and at the time specified in Schedule I hereto
(or such other date not later than three business days after the
date the Registration Statement becomes effective, or in the case
of a Rule 462(b) Registration Statement, such date not later than
four business days after the date the Registration Statement
becomes effective) (such date and time of delivery and payment
for the Securities being herein called the "Closing Date").
Delivery of the Securities shall be made to the Representative
for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representative of
the purchase price thereof to or upon the order of the Company by
certified or official bank check or checks drawn on or by a New
York Clearing House bank and payable in next day funds. Delivery
of the Securities shall be made at such location as the
Representative shall reasonably designate at least one business
day in advance of the Closing Date and payment for the Securities
shall be made at the office specified in Schedule I hereto.
Certificates for the Securities shall be registered in such names
and in such denominations as the Representative may request not
less than three full business days in advance of the Closing Date
and will be made available for inspection by the Representative
at least one business day prior to the Closing Date. As used
herein, "business day" means a day on which the New York Stock
Exchange is open for trading and on which banks in New York are
open for business and are not permitted by law or executive order
to be closed.

The Company agrees to have the Securities available for
inspection, checking and packaging by the Representative in
____________, not later than _:__ _.m. on the business day prior
to the Closing Date.

3. OFFERING BY THE UNDERWRITERS.

The Company is advised by the Representative that the
Underwriters propose to make a public offering of the Securities
from time to time as and when the Representative deems advisable
after the Registration Statement becomes effective.

4. COVENANTS OF THE COMPANY.

The Company covenants and agrees with the several
Underwriters that:

(a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution
Time, and any amendment thereto, to become effective as soon
as reasonably practicable thereafter or, if the procedure in
Rule 430A is followed, prepare and timely file with the

<PAGE>

Commission under Rule 424(b) a prospectus containing
information previously omitted at the time of effectiveness
of the Registration Statement in reliance upon Rule 430A.
Prior to the termination of the offering of the Securities,
the Company will not file any amendment of the Registration
Statement or amendments or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basic
Prospectus or any Rule 462(b) Registration Statement unless
the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the
foregoing sentence, the Company will cause the Final
Prospectus, properly completed, and any supplement thereto,
to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Representative
of such timely filing. Upon your request, the Company will
prepare and timely file with the Commission a Rule 462(b)
Registration Statement. The Company will promptly advise
the Representative (i) when the Registration Statement, if
not effective at the Execution Time, and any amendment
thereto, shall have become effective, (ii) when the Final
Prospectus, and any supplement thereto, shall have been
filed with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any
request by the Commission for any amendment of the
Registration Statement or supplement to the Final Prospectus
or for any other additional information, (v) of the issuance
by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (vi) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent
the issuance of any such stop order or the suspension of any
such qualification and, if issued or suspended, to obtain as
soon as possible the withdrawal thereof.

(b) Prior to the filing thereof with the Commission,
the Company will submit to you, for your approval after
reasonable notice thereof, such approval not to be
unreasonably withheld or delayed, a copy of any
post-effective amendment to the Registration Statement, any
Rule 462(b) Registration Statement proposed to be filed or a
copy of any document proposed to be filed under the Exchange
Act before the termination of the offering of the Securities
by the Underwriters if such document would be deemed to be
incorporated by reference into the Registration Statement or
Final Prospectus.

13
<PAGE>

(c) The Company will deliver to, or upon the order of,
the Representative, from time to time, as many copies of any
Preliminary Final Prospectus as the Representative may
reasonably request. The Company will deliver to, or upon
the order of, the Representative during the period when
delivery of a Final Prospectus is required under the Act, as
many copies of the Final Prospectus, or as thereafter
amended or supplemented, as the Representative may
reasonably request. The Company will deliver to the
Representative at or before the Closing Date, _____ signed
copies of the Registration Statement and all amendments
thereto including all exhibits filed therewith, and will
deliver to the Representative such number of copies of the
Registration Statement (including such number of copies of
the exhibits filed therewith that may reasonably be
requested), including documents incorporated by reference
therein, and of all amendments thereto, as the
Representative may reasonably request.

(d) The Company will comply with the Act and the Rules
and Regulations, and the Exchange Act and the rules and
regulations of the Commission thereunder, so as to permit
the completion of the distribution of the Securities as
contemplated in this Agreement and the Final Prospectus. If
during the period in which a prospectus is required by law
to be delivered by an Underwriter or dealer, any event shall
occur as a result of which, in the judgment of the Company
or in the reasonable opinion of the Underwriters, it becomes
necessary to amend or supplement the Final Prospectus in
order to make the statements therein, in the light of the
circumstances existing at the time the Final Prospectus is
delivered to a purchaser, not misleading, or, if it is
necessary at any time to amend or supplement the Final
Prospectus to comply with any law, the Company promptly will
either (i) prepare and file with the Commission an
appropriate amendment to the Registration Statement or
supplement to the Prospectus or (ii) prepare and file with
the Commission an appropriate filing under the Exchange Act
which shall be incorporated by reference in the Prospectus
so that the Prospectus as so amended or supplemented will
not, in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will
comply with the law.

(e) The Company will make generally available to its
security holders, as soon as it is practicable to do so, but
in any event not later than 15 months after the effective
date of the Registration Statement, an earning statement
(which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the
effective date of the Registration Statement, which earning
statement shall satisfy the requirements of Section 11(a) of

14
<PAGE>

the Act and Rule 158 of the Rules and Regulations and will
advise you in writing when such statement has been so made
available.

(f) The Company will arrange for the qualification of
the Securities for sale under the laws of such jurisdictions
as the Representative may designate and will maintain such
qualifications in effect so long as required for the
distribution of the Securities, except that the Company will
not be obligated to qualify the Securities in any such
jurisdiction in which such qualification would require the
Company to qualify to do business as a foreign corporation
or file a general consent to service of process; and will
arrange for the determination of the legality of the
Securities for purchase by institutional investors. The
Company will, from time to time, prepare and file such
statements, reports, and other documents as are or may be
required to continue such qualifications in effect for so
long a period as the Representative may reasonably request
for distribution of the Securities.

(g) Until the date set forth on Schedule I hereto, the
Company will not, without the consent of the Representative,
offer, sell or contract to sell, or otherwise dispose of,
directly or indirectly, or announce the offering of, any
equity securities of the Company or any securities
convertible into, or exchangeable for, equity securities of
the Company (other than the Securities); provided, however,
that the Company may issue and sell equity securities of the
Company pursuant to any employee stock option plan, stock
ownership plan or dividend reinvestment plan of the Company
in effect at the Execution Time and the Company may issue
equity securities issuable upon the conversion of the
Securities or the exercise of warrants outstanding at the
Execution Time.

(h) The Company will, for a period of five years from
the Closing Date, deliver to the Representative copies of
annual reports and copies of all other documents, reports
and information furnished by the Company to its stockholders
or filed with any securities exchange pursuant to the
requirements of such exchange or with the Commission
pursuant to the Act or the Exchange Act. The Company will
deliver to the Representative similar reports with respect
to significant subsidiaries, as that term is defined in the
Rules and Regulations, which are not consolidated in the
Company's consolidated financial statements.

(i) The Company will use its best efforts to list,
subject to notice of official issuance, the Securities on
the New York Stock Exchange.

15
<PAGE>

(j) The Company has caused each officer and director
and specific shareholders of the Company to furnish to you,
on or prior to the date of this agreement, a letter or
letters, in form and substance satisfactory to the
Underwriters, pursuant to which each such person shall agree
not to offer, sell, sell short or otherwise dispose of any
shares of Common Stock of the Company or other capital stock
of the Company, or any other securities convertible,
exchangeable or exercisable for Common Shares or derivative
of Common Shares owned by such person or request the
registration for the offer or sale of any of the foregoing
(or as to which such person has the right to direct the
disposition of) for a period of days after the date
of this Agreement, directly or indirectly, except with the
prior written consent of Alex. Brown & Sons Incorporated
(the "Lock-up Agreements").

(k) The Company shall apply the net proceeds of its
sale of the Securities as set forth in the Prospectus.

(l) The Company shall not invest, or otherwise use the
proceeds received by the Company from its sale of the
Securities in such a manner as would require the Company or
any of the Subsidiaries to register as an investment company
under the Investment Company Act of 1940, as amended (the
"1940 Act").

(m) The Company will maintain a transfer agent and, if
necessary under the jurisdiction of incorporation of the
Company, a registrar for the Common Stock.

(n) The Company will not take, directly or indirectly,
any action designed to cause or result in, or that has
constituted or might reasonably be expected to constitute,
the stabilization or manipulation of the price of any
securities of the Company.

(o) The Company confirms as of the date hereof that it
is in compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of
doing Business with Cuba, and the Company further agrees
that if it commences engaging in business with the
government of Cuba or with any person or affiliate located
in Cuba after the date the Registration Statement becomes or
has become effective with the Commission or with the Florida
Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported or
incorporated by reference in the Prospectus, if any,
concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material
way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to
the Department.

16
<PAGE>

5. COSTS AND EXPENSES.

The Company will pay all costs, expenses and fees
incident to the performance of the obligations of the
Company under this Agreement, including, without limiting
the generality of the foregoing, the following: accounting
fees of the Company; the fees and disbursements of counsel
for the Company; the cost of printing and delivering to, or
as requested by, the Underwriters copies of the Registration
Statement, Preliminary Final Prospectuses, the Final
Prospectus, this Agreement, the Underwriters' Invitation
Letter, the Listing Application, the Blue Sky Survey and any
supplements or amendments thereto; the filing fees of the
Commission; the filing fees and expenses (including legal
fees and disbursements) incident to securing any required
review by the NASD of the terms of the sale of the
Securities; the Listing Fee of the New York Stock Exchange;
and the expenses, including the fees and disbursements of
counsel for the Underwriters, incurred in connection with
the qualification of the Securities under State securities
or Blue Sky laws. Any transfer taxes imposed on the sale of
the Securities to the several Underwriters will be paid by
the Company. The Company agrees to pay all costs and
expenses of the Underwriters. The Company shall not,
however, be required to pay for any of the Underwriters
expenses (other than those related to qualification under
NASD regulation and State securities or Blue Sky laws)
except that, if this Agreement shall not be consummated
because the conditions in Section 6 hereof are not
satisfied, or because this Agreement is terminated by the
Representative pursuant to Section 11 hereof, or by reason
of any failure, refusal or inability on the part of the
Company to perform any undertaking or satisfy any condition
of this Agreement or to comply with any of the terms hereof
on its part to be performed, unless such failure to satisfy
said condition or to comply with said terms be due to the
default or omission of any Underwriter, then the Company
shall reimburse the several Underwriters for reasonable out-
of-pocket expenses, including fees and disbursements of
counsel, reasonably incurred in connection with
investigating, marketing and proposing to market the
Securities or in contemplation of performing their
obligations hereunder; but the Company shall not in any
event be liable to any of the several Underwriters for
damages on account of loss of anticipated profits from the
sale by them of the Securities.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase
the Securities on the Closing Date are subject to the
accuracy, as of the Closing Date, of the representations and

17
<PAGE>

warranties of the Company contained herein, to the
performance by the Company of its covenants and obligations
hereunder and to the following additional conditions:

(a) The Registration Statement and all post-effective
amendments thereto shall have become effective not later
than 5:30 p.m. (or, in the case of a Rule 462(b)
Registration Statement, not later than 10:00 p.m.) on the
date hereof and any and all filings required by Rule 424(b)
and Rule 430A of the Rules and Regulations shall have been
made within the applicable time period prescribed for such
filing by the Rules and Regulations, and any request of the
Commission for additional information (to be included in the
Registration Statement or otherwise) shall have been
disclosed to the Representative and complied with to its
reasonable satisfaction. No stop order suspending the
effectiveness of the Registration Statement, as amended from
time to time, shall have been issued and no proceedings for
that purpose shall have been taken or, to the knowledge of
the Company, shall be contemplated by the Commission and no
injunction, restraining order, or order of any nature by a
Federal or state court of competent jurisdiction shall have
been issued as of the Closing Date which would prevent the
issuance of the Securities.

(b) The Representative shall have received on the
Closing Date the opinion of Shearman & Sterling, counsel for
the Company ("Shearman"), dated the Closing Date, in form
and substance reasonably satisfactory to Willkie Farr &
Gallagher ("Willkie Farr"), counsel to the Underwriters, and
addressed to the Underwriters (and stating that it may be
relied upon by Willkie Farr) to the effect that:

(i) The Company and the Subsidiaries have
been duly organized and are validly existing as
corporations in good standing under the laws of the
State of Maryland, with corporate power and authority
to own or lease their respective properties and conduct
their respective businesses as described in the
Registration Statement; the Company and each of the
Subsidiaries are duly qualified to transact business in
all jurisdictions in which the conduct of their
business requires such qualification, except to the
extent where the failure to be so qualified or be in
good standing would have a material adverse effect on
the business of the Company and the Subsidiaries taken
as a whole; and the outstanding shares of capital stock
of each of the Subsidiaries listed on Schedule III
hereto have been duly authorized and validly issued and
are fully paid and non-assessable and are owned by the
Company either directly or through wholly owned
Subsidiaries free and clear of all liens, encumbrances
and equities and claims.

18
<PAGE>

(ii) (a) The Company has authorized and
outstanding capital stock as set forth in the Final
Prospectus; (b) the capital stock of the Company and
the Securities conform to the description thereof
contained in the Final Prospectus and the holders of
the outstanding shares of capital stock of the Company
are not entitled to any preemptive or other rights to
subscribe for the Securities or the shares of Common
Stock set forth on Schedule I hereto issuable upon the
conversion thereof; (c) such shares of Common Stock
issuable upon conversion of the Securities have been
duly and validly authorized and reserved for issuance
upon such conversion and, when issued upon conversion,
will be validly issued, fully paid and nonassessable;
and (d) if the Final Prospectus states that the
Securities or the shares of Common Stock identified in
Schedule I hereto issuable upon conversion of the
Securities are to be listed on any securities exchange,
authorization thereof has been given, subject to
official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the Securities and
the shares of Common Stock issuable upon conversion of
the Securities with such securities exchange and such
counsel has no reason to believe that the Securities
and the shares of Common Stock issuable upon conversion
of the Securities, as the case may be, will not be
authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution.

(iii) Except as described in or contemplated
by the Prospectus, to the knowledge of such counsel,
there are no outstanding securities of the Company
convertible or exchangeable into or evidencing the
right to purchase or subscribe for any shares of
capital stock of the Company and there are no
outstanding or authorized options, warrants or rights
of any character obligating the Company to issue any
shares of its capital stock or any securities
convertible or exchangeable into or evidencing the
right to purchase or subscribe for any shares of such
stock; and except as described in the Final Prospectus,
to the knowledge of such counsel, no holder of any
securities of the Company or any other person has the
right, contractual or otherwise, which has not been
satisfied or effectively waived, to cause the Company
to sell or otherwise issue to them, or to permit them
to underwrite the sale of, any of the Securities or the
right to have any Common Shares or other securities of
the Company included in the Registration Statement or
the right, as a result of the filing of the

19
<PAGE>

Registration Statement, to require registration under
the Act of any shares of Common Stock or other
securities of the Company.

(iv) The Registration Statement has become
effective under the Act; any required filing of the
Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b) and, to
the best of the knowledge of such counsel, no stop
order proceedings with respect thereto have been
instituted or are pending or threatened under the Act.

(v) The Registration Statement, the Final
Prospectus and each amendment or supplement thereto and
documents incorporated by reference therein comply as
to form in all material respects with the requirements
of the Act, the Rules and Regulations and the Exchange
Act and the applicable rules and regulations thereunder
(except that such counsel need express no opinion as to
the consolidated financial statements of the Company,
the notes thereto, related schedules and statistical
and financial data and other information set forth or
incorporated by reference therein). The conditions for
the use of Form S-3, set forth in the General
Instructions thereto, have been satisfied.

(vi) The statements under the caption
"Description of Capital Stock" in the Final Prospectus,
insofar as such statements constitute a summary of
documents referred to therein or matters of law, fairly
summarize in all material respects the information
called for with respect to such documents and matters.

(vii) This Agreement and the Indentures have
been duly authorized, executed and delivered by the
Company, and assuming that this Agreement and the
Indentures have been duly executed and delivered on
behalf of, and are binding on, each of the Underwriters
and the Trustees, respectively, this Agreement and the
indentures are valid, legal and binding obligations and
agreements of the Company and are enforceable against
the Company in accordance with their terms, except
insofar as may be limited by bankruptcy, insolvency,
regorganization, moratorium or similar laws affecting
the enforceability of creditors' rights generally and
subject to general principles of equity and, with
respect to this Agreement only, except insofar as
indemnification and contribution privisions thereof may
be limited by applicable law and public policy.

20
<PAGE>

(viii) Such counsel does not know of any
contracts or documents required to be filed as exhibits
to or incorporated by reference in the Registration
Statement or described in the Registration Statement or
the Final Prospectus which are not so filed,
incorporated by reference or described as required, and
such contracts and documents as are summarized in the
Registration Statement or the Final Prospectus are
fairly summarized in all material respects.

(ix) Such counsel knows of no material legal
or governmental proceedings pending or threatened
against the Company or any Subsidiary except as set
forth in the Final Prospectus.

(x) The execution and delivery of this
Agreement and the Indentures and the consummation of
the transactions herein and therein contemplated do not
and will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default
under, the respective Certificates of Incorporation or
By-Laws of the Company and the Subsidiaries; any
agreement or instrument known to such counsel to which
the Company or any Subsidiary is a party or by which
the Company or any Subsidiary may be bound or any
judgment, order or decree known to such counsel to be
applicable to the Company or any Subsidiary of any
court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction
over the Company or any Subsidiary; and no holders of
the securities of the Company have rights to the
registration of such securities under the Registration
Statement.

(xi) No approval, consent, order,
authorization, designation, declaration or filing by or
with any regulatory, administrative or other
governmental body is necessary in connection with the
execution and delivery of this Agreement and the
Indentures and the consummation of the transactions
herein and therein contemplated or for the performance
by the Company of its obligations relating to the
Securities (other than as may be required by the
Commission, the New York Stock Exchange or the NASD or
as required by State securities and Blue Sky laws as to
which such counsel need express no opinion) except such
as have been obtained or made, specifying the same.

(xii) The Company is not, and will not
become, as a result of the consummation of the
transactions contemplated by this Agreement, and
application of the net proceeds from the offering and
sale of the Securities pursuant to the Registration
Statement as

21
<PAGE>

described in the Final Prospectus, required to register
as an investment company under the 1940 Act.

In rendering such opinions, Shearman may rely, as to
factual matters, on written certificates of officers of the
Company or the representations and warranties of the
Company, and as to matters governed by the laws of the State
of Maryland, on the opinion of Robert F. Price, Esq.,
Secretary and General Counsel of the Company, provided that
in each case such counsel shall state that they believe that
they and the Underwriters are justified in relying on such
other opinion of counsel. In addition to the matters set
forth above, the opinion of Shearman shall also include a
statement to the effect that nothing has come to the
attention of such counsel which leads such counsel to
believe that (i) the Registration Statement, at the time it
became effective under the Act (but after giving effect to
any modifications incorporated therein pursuant to Rule 430A
under the Act) and as of the Closing Date contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, and (ii) the
Final Prospectus, or any supplement thereto, on the date it
was filed pursuant to the Rules and Regulations and as of
the Closing Date contained an untrue statement of a material
fact or omitted to state a material fact necessary in order
to make the statements, in the light of the circumstances
under which they are made, not misleading (except that such
counsel need express no view as to the consolidated
financial statements of the Company, notes thereto, related
schedules and other statistical and financial data and
information set forth or incorporated by reference therein).
With respect to such statement, such counsel may state that
their belief is based upon the procedures set forth therein,
but is without independent check and verification.

(c) The opinion of Robert F. Price, Esq., Secretary
and General Counsel of the Company, in form and substance
reasonably satisfactory to Willkie Farr, to the effect that:

22
<PAGE>

the outstanding shares of capital stock
of each of the Subsidiaries listed on Schedule III
hereto have been duly authorized and validly issued and
are fully paid and non-assessable and are owned by the
Company either directly or through wholly owned
Subsidiaries free and clear of all liens, encumbrances
and equities and claims.

(ii) The capital stock of the Company and the
Securities conform to the description thereof contained
in the Final Prospectus and the holders of the
outstanding shares of capital stock of the Company are
not entitled to any preemptive or other rights to
subscribe for the Securities or the shares of Common
Stock set forth on Schedule I hereto issuable upon the
conversion thereof.

(iii) This Agreement and the Indentures have
been duly authorized, executed and delivered by the
Company, and assuming that this Agreement and the
Indentures have been duly executed and delivered on
behalf of, and are binding on, each of the Underwriters
and the Trustees, respectively, this Agreement and the
indentures are valid, legal and binding obligations and
agreements of the Company and are enforceable against
the Company in accordance with their terms, except
insofar as may be limited by bankruptcy, insolvency,
regorganization, moratorium or similar laws affecting
the enforceability of creditors' rights generally and
subject to general principles of equity and, with
respect to this Agreement only, except insofar as
indemnification and contribution privisions thereof may
be limited by applicable law and public policy.

(iv) The execution and delivery of this
Agreement and the Indentures and the consummation of
the transactions herein and therein contemplated do not
and will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default
under, the respective Certificates of Incorporation or
By-Laws of the Company and the Subsidiaries; any
agreement or instrument known to such counsel to which
the Company or any Subsidiary is a party or by which
the Company or any Subsidiary may be bound or any
judgment, order or decree known to such counsel to be
applicable to the Company or any Subsidiary of any
court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction
over the Company or any Subsidiary; and no holders of
the securities of the Company have rights to the
registration of such securities under the Registration
Statement.

23
<PAGE>

(v) The execution and delivery of this
Agreement and the Indentures and the consummation of
the transactions herein and therein contemplated do not
and will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default
under, the respective Certificates of Incorporation or
By-Laws of the Company and the Subsidiaries; any
agreement or instrument known to such counsel to which
the Company or any Subsidiary is a party or by which
the Company or any Subsidiary may be bound or any
judgment, order or decree known to such counsel to be
applicable to the Company or any Subsidiary of any
court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction
over the Company or any Subsidiary; and no holders of
the securities of the Company have rights to the
registration of such securities under the Registration
Statement.

(d) The Representative shall have received from
Willkie Farr, counsel for the Underwriters, an opinion,
dated the Closing Date, substantially to the effect
specified in subparagraphs (ii)(a), (iii), (iv), (ix) and
(xi) of paragraph (b) of this Section 6. In rendering those
opinions above concerning matters governed by the laws of
the State of Maryland, Willkie Farr may rely on the opinion
of Robert F. Price, Esq. In addition to the matters set
forth above, the opinion of Willkie Farr shall also include
a statement to the effect that nothing has come to the
attention of such counsel which leads them to believe that
(i) the Registration Statement, or any amendment thereto, as
of the time it became effective under the Act (but after
giving effect to any modifications incorporated therein
pursuant to Rule 430A under the Act) and as of the Closing Date
contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
(ii) the Final Prospectus, or any supplement thereto, on the
date it was filed pursuant to the Rules and Regulations and
as of the Closing Date contained an untrue statement of a
material fact or omitted to state a material fact, necessary
in order to make the statements, in the light of the
circumstances under which they are made, not misleading
(except that such counsel need express no view as to the
consolidated financial statements of the Company, the notes
thereto, related schedules and statistical and financial
data and other information set forth or incorporated by
reference therein). With respect to such statement, such
counsel may state that their belief is based upon the
procedures set forth therein, but is without independent
check and verification.

24
<PAGE>

(e) The Representative shall have received at or prior
to the Closing Date from Willkie Farr a memorandum or
summary, in form and substance satisfactory to the
Representative, with respect to the qualification for
offering and sale by the Underwriters of the Securities
under the State securities or Blue Sky laws of such
jurisdictions as the Representative may reasonably have
designated to the Company.

(f) You shall have received, on each of the dates
hereof and the Closing Date, a letter dated the date hereof
and the Closing Date in form and substance satisfactory to
you, of Peat Marwick confirming that they are independent
public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and
stating that, in their opinion, the consolidated financial
statements, notes thereto, related schedules and statistical
and financial data and information examined by them and set
forth or incorporated by reference in the Registration
Statement comply in form in all material respects with the
applicable accounting requirements of the Act and the
related published Rules and Regulations; and containing such
other statements and information as is ordinarily included
in accountants' "comfort letters" to Underwriters with
respect to the consolidated financial statements of the
Company, the notes thereto, related schedules and
statistical and financial data and other information set
forth or incorporated by reference in the Registration
Statement and the Final Prospectus.

(g) The Representative shall have received on the
Closing Date a certificate or certificates of the Chief
Executive Officer and the Chief Financial Officer of the
Company to the effect that, as of the Closing Date, each of
them severally represents as follows:

(i) The Registration Statement has become
effective under the Act and no stop order suspending
the effectiveness of the Registration Statement has
been issued, and no proceedings for such purpose have
been taken or are, to his or her knowledge,
contemplated by the Commission;

(ii) The representations and warranties of
the Company contained in Section 1 hereof are true and
correct as of the Closing Date;

(iii) All filings required to have been made
pursuant to Rules 424 or 430A under the Act have been
made;

(iv) He or she has carefully examined the
Registration Statement and the Final Prospectus and, in

25
<PAGE>

his or her opinion, as of the effective date of the
Registration Statement, the statements contained in the
Registration Statement were true and correct, and such
Registration Statement and Final Prospectus did not
omit to state a material fact required to be stated
therein or necessary in order to make the statements
therein not misleading, and since the effective date of
the Registration Statement, no event has occurred which
should have been set forth in a supplement to or an
amendment of the Final Prospectus which has not been so
set forth in such supplement or amendment; and

(v) Since the respective dates as of which
information is given in the Registration Statement and
Prospectus, there has not been any material adverse
change or any development involving a prospective
material adverse change in or affecting the condition,
financial or otherwise, of the Company and the
Subsidiaries taken as a whole or the earnings,
business, management, properties, assets, rights,
operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries taken as
a whole, whether or not arising in the ordinary course
of business.

(h) The Company shall have furnished to the
Representative such further certificates and documents
confirming the representations and warranties, covenants and
conditions contained herein and related matters as the
Representative may reasonably have requested.

(i) The Securities have been approved for listing on
the New York Stock Exchange, subject to official notice of
issuance.

(j) The Lock-up Agreements described in Section 4(j)
are in full force and effect.

The opinions and certificates mentioned in this
Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in all material respects
satisfactory to the Representative and to Willkie Farr,
counsel for the Underwriters.

If any of the conditions hereinabove provided for in
this Section 6 shall not have been fulfilled when and as
required by this Agreement to be fulfilled, the obligations
of the Underwriters hereunder may be terminated by the
Representative by notifying the Company of such termination
in writing or by telegram at or prior to the Closing Date.

26
<PAGE>

In such event, the Company and the Underwriters shall
not be under any obligation to each other (except to the
extent provided in Sections 5 and 8 hereof).

7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

The obligations of the Company to sell and deliver the
portion of the Securities required to be delivered as and
when specified in this Agreement are subject to the
conditions that at the Closing Date, no stop order
suspending the effectiveness of the Registration Statement
shall have been issued and in effect or proceedings therefor
initiated or threatened.

8. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any
Underwriter within the meaning of the Act, against any
losses, claims, damages or liabilities to which such
Underwriter or any such controlling person may become
subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus or any amendment or
supplement thereto, or (ii) the omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading; and will reimburse each Underwriter and each
such controlling person upon demand for any legal or other
expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigating or
defending any such loss, claim, damage or liability, action
or proceeding or in responding to a subpoena or governmental
inquiry related to the offering of the Securities, whether
or not such Underwriter or controlling person is a party to
any action or proceeding; provided, however, that the
Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, the
Prospectus, or such amendment or supplement, in reliance
upon and in conformity with written information furnished to
the Company by or through the Representative specifically
for use in the preparation thereof. This indemnity
agreement will be in addition to any liability which the
Company may otherwise have.

(b) Each Underwriter severally and not jointly will
indemnify and hold harmless the Company, each of its

<PAGE>

directors, each of its officers who have signed the
Registration Statement and each person, if any, who controls
the Company within the meaning of the Act, against any
losses, claims, damages or liabilities to which the Company
or any such director, officer, or controlling person may
become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement,
any Preliminary Prospectus, the Prospectus or any amendment
or supplement thereto, or (ii) the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which
they were made; and will reimburse any legal or other
expenses reasonably incurred by the Company or any such
director, officer, or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability, action or proceeding; provided, however, that
each Underwriter will be liable in each case to the extent,
but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission has
been made in the Registration Statement, any Preliminary
Prospectus, the Prospectus or such amendment or supplement,
in reliance upon and in conformity with written information
furnished to the Company by or through the Representative
specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability
which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to this
Section 8, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may
be sought (the "indemnifying party") in writing. No
indemnification provided for in Section 8(a) or (b) shall be
available to any party who shall fail to give notice as
provided in this Section 8(c) if the party to whom notice
was not given was unaware of the proceeding to which such
notice would have related and was materially prejudiced by
the failure to give such notice, but the failure to give
such notice shall not relieve the indemnifying party or
parties from any liability which it or they may have to the
indemnified party for contribution or otherwise than on
account of the provisions of Section 8(a) or (b). In case
any such proceeding shall be brought against any indemnified
party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with

28
<PAGE>

counsel satisfactory to such indemnified party and shall pay
as incurred the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own
counsel at its own expense. Notwithstanding the foregoing,
the indemnifying party shall pay as incurred (or within 30
days of presentation) the fees and expenses of the counsel
retained by the indemnified party in the event (i) the
indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and
the indemnified party and representation of both parties by
the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the
indemnifying party shall have failed to assume the defense
and employ counsel acceptable to the indemnified party
within a reasonable period of time after notice of
commencement of the action. It is understood that the
indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than
one separate firm for all such indemnified parties. Such
firm shall be designated in writing by you in the case of
parties indemnified pursuant to Section 8(a) and by the
Company in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party shall not be liable
for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement
or judgment. In addition, the indemnifying party will not,
without the prior written consent of the indemnified party,
settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of
which indemnification may be sought hereunder (whether or
not any indemnified party is an actual or potential party to
such claim, action or proceeding) unless such settlement,
compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of
such claim, action or proceeding.

(d) If the indemnification provided for in this
Section 8 is unavailable to or insufficient to hold harmless
an indemnified party under Section 8(a) or (b) above in
respect of any losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to
therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) in such
proportion as is appropriate to reflect the relative

<PAGE>

benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the
Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by
applicable law then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company
on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total
underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact
relates to information supplied by the Company on the one
hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or
omission.

The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this
Section 8(d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to
above in this Section 8(d). The amount paid or payable by
an indemnified party as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect
thereof) referred to above in this Section 8(d) shall be
deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim.

Notwithstanding the provisions of this subsection (d), (i)
no Underwriter shall be required to contribute any amount in
excess of the underwriting discounts and commissions
applicable to the Securities purchased by such Underwriter
and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters'
obligations in this Section 8(d) to contribute are several
in proportion to their respective underwriting obligations
and not joint.

30
<PAGE>

(e) In any proceeding relating to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus, the Final Prospectus or any supplement or
amendment thereto, each party against whom contribution may
be sought under this Section 8 hereby consents to the
jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such
court may be served upon him or it by any other contributing
party and consents to the service of such process and agrees
that any other contributing party may join him or it as an
additional defendant in any such proceeding in which such
other contributing party is a party.

(f) Any losses, claims, damages, liabilities or
expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 8 shall
be paid by the indemnifying party to the indemnified party
as such losses, claims, damages, liabilities or expenses are
incurred. The indemnity and contribution agreements
contained in this Section 8 and the representations and
warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of
(i) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter, the
Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Securities
and payment therefor hereunder, and (iii) any termination of
this Agreement. A successor to any Underwriter, or to the
Company, its directors or officers, or any person
controlling the Company, shall be entitled to the benefits
of the indemnity, contribution and reimbursement agreements
contained in this Section 8.

9. DEFAULT BY UNDERWRITERS.

If on the Closing Date, any Underwriter shall fail to
purchase and pay for the portion of the Securities which
such Underwriter has agreed to purchase and pay for on such
date (otherwise than by reason of any default on the part of
the Company), you, as the Representative of the Underwriters,
shall use your reasonable efforts to procure within 36 hours
thereafter one or more of the other Underwriters, or any
others, to purchase from the Company such amounts as may be
agreed upon and upon the terms set forth herein, the
Securities which the defaulting Underwriter or Underwriters
failed to purchase. If during such 36 hours you, as such
Representative, shall not have procured such other
Underwriters, or any others, to purchase the Securities
agreed to be purchased by the defaulting Underwriter or

31
<PAGE>

Underwriters, then (a) if the aggregate amount of Securities
with respect to which such default shall occur does not
exceed 10% of the Securities covered hereby, the other
Underwriters shall be obligated, severally, in proportion to
the respective numbers of Securities which they are
obligated to purchase hereunder, to purchase the Securities
which such defaulting Underwriter or Underwriters failed to
purchase, or (b) if the aggregate number of shares of
Securities with respect to which such default shall occur
exceeds 10% of the Securities covered hereby, the Company or
you as the Representative of the Underwriters will have the
right, by written notice given within the next 36-hour
period to the parties to this Agreement, to terminate this
Agreement without liability on the part of the non-
defaulting Underwriters or of the Company except to the
extent provided in Section 8 hereof. In the event of a
default by any Underwriter or Underwriters, as set forth in
this Section 9, the Closing Date may be postponed for such
period, not exceeding seven days, as you, as the
Representative, may determine in order that the required
changes in the Registration Statement or in the Final
Prospectus or in any other documents or arrangements may be
effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken
under this Section 9 shall not relieve any defaulting
Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

10. NOTICES.

All communications hereunder shall be in writing and,
except as otherwise provided herein, will be mailed,
delivered, telecopied or telegraphed and confirmed as
follows: if to the Underwriters, to Alex. Brown & Sons
Incorporated, 135 East Baltimore Street, Baltimore, Maryland
21202, Attention: General Counsel; with a copy to Willkie
Farr, One Citicorp Center, 153 East 53rd Street, New York,
New York, 10022, Attention: William J. Grant, Jr.; if to the
Company, to Alex. Brown Incorporated, 135 East Baltimore
Street, Baltimore, Maryland 21202, Attention: Beverly
Wright; with a copy to Shearman, 599 Lexington Avenue, New
York, New York 10022, Attention: Faith D. Grossnickle.

11. TERMINATION.

This Agreement may be terminated by you by notice to
the Company as follows:

(a) at any time prior to the earlier of (i) the time
the Securities are released by you for sale by notice to the
Underwriters, or (ii) 11:30 a.m. on the first business day
following the date of this Agreement;

<PAGE>

(b) at any time prior to the Closing Date if any of
the following has occurred: (i) since the respective dates
as of which information is given in the Registration
Statement and the Final Prospectus, any material adverse
change or any development involving a prospective material
adverse change in or affecting the condition, financial or
otherwise, of the Company and its Subsidiaries taken as a
whole or the earnings, business, management, properties,
assets, rights, operations, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries
taken as a whole, whether or not arising in the ordinary
course of business, (ii) any outbreak or escalation of
hostilities or declaration of war or national emergency or
other national or international calamity or crisis or change
in economic or political conditions if the effect of such
outbreak, escalation, declaration, emergency, calamity,
crisis or change on the financial markets of the United
States would, in your reasonable judgment, make it
impracticable to market the Securities or to enforce
contracts for the sale of the Securities, or (iii)
suspension of trading in securities generally on the New
York Stock Exchange or the American Stock Exchange or
limitation on prices (other than limitations on hours or
numbers of days of trading) for securities on either such
Exchange, (iv) the enactment, publication, decree or other
promulgation of any statute, regulation, rule or order of
any court or other governmental authority which in your
opinion materially and adversely affects or may materially
and adversely affect the business or operations of the
Company, (v) declaration of a banking moratorium by United
States or New York State authorities, (vi) any downgrading
in the rating of the Company's debt securities by any
"nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Exchange Act);
(vii) the suspension of trading of the Company's common
stock by the Commission on the New York Stock Exchange or
(viii) the taking of any action by any governmental body or
agency in respect of its monetary or fiscal affairs which in
your reasonable opinion has a material adverse effect on the
securities markets in the United States; or

12. SUCCESSORS.

This Agreement has been and is made solely for the
benefit of the Underwriters and the Company and their
respective successors, executors, administrators, heirs and
assigns, and the officers, directors and controlling persons
referred to herein, and no other person will have any right
or obligation hereunder. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor
or assign merely because of such purchase.

33
<PAGE>

13. INFORMATION PROVIDED BY UNDERWRITERS.

The Company and the Underwriters acknowledge and agree
that the only information furnished or to be furnished by
any Underwriter to the Company for inclusion in any
Prospectus or the Registration Statement consists of the
information set forth in the last paragraph on the front
cover page (insofar as such information relates to the
Underwriters), legends required by Item 502(d) of Regulation
S-K under the Act and the information under the caption
"Plan of Distribution" in the Registration Statement and the
Final Prospectus.

14. MISCELLANEOUS.

The reimbursement, indemnification and contribution
agreements contained in this Agreement and the
representations, warranties and covenants in this Agreement
shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by
or on behalf of any Underwriter or controlling person
thereof, or by or on behalf of the Company or its directors
or officers and (c) delivery of and payment for the
Securities under this Agreement.

This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.

This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland.

34
<PAGE>

If the foregoing letter is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicates hereof, whereupon it will become a binding
agreement among the Company and the several Underwriters in
accordance with its terms.

Very truly yours,

ALEX. BROWN INCORPORATED

By:________________________________

Name:

Title:

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

ALEX. BROWN & SONS INCORPORATED

By: ___________________

Name:

Title:

As the Representative of the several
Underwriters listed on Schedule I
hereto

By: Alex. Brown & Sons Incorporated

By:______________________

Name:

Title:

<PAGE>

SCHEDULE I

Underwriting Agreement dated ,199

Registration Statement No.

Representative:

Title, Purchase Price and Description of Securities:

Title:

Principal amount:

Purchase price (include accrued interest or amortization,
if any):

Conversion provisions:

Subordination provisions:

Sinking fund provisions:

Redemption provisions:

Closing Date, Time and Location:

Delayed Delivery Arrangements:

Date referred to in Section 4(g) before which the Company may not
offer or sell any equity securities of the Company or any
securities convertible into, or exchangeable for, equity
securities of the Company without the consent of the
Representative:

Whether letter from KPMG Peat Marwick LLP is required to be
delivered pursuant to Section 5(e) at the Execution Time:

List any additional "significant subsidiaries" of the Company, as
referred to in Section l(d):

<PAGE>

SCHEDULE II

Schedule of Underwriters

Principal Amount of
Securities to be
Underwriter Purchased

Alex. Brown & Sons Incorporated

__________

Total __________

37
<PAGE>

SCHEDULE III

Subsidiaries of the Company

<PAGE>

SCHEDULE IV

Delayed Delivery Contract

________ __, 19__

Alex. Brown & Sons Incorporated
As the Representative of the
Several Underwriters
c/o Alex. Brown & Sons Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Alex.
Brown Incorporated, a Maryland corporation (the "Company"), and
the Company agrees to sell to the undersigned the Company's
securities described in Schedule A attached hereto (the
"Securities"), offered pursuant to the Final Prospectus of the
Company dated ________ , 19__, receipt of copies of which are
hereby acknowledged, at a purchase price stated in Schedule A and
on the further terms and conditions set forth in this Agreement.
The undersigned does not contemplate selling Securities prior to
making payment therefor.

The undersigned will purchase from the Company
Securities in the principal amount and numbers on the delivery
dates set forth in Schedule A attached hereto. Each such date on
which the Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."

The obligation of the undersigned to take delivery of
and make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Prospectus and Prospectus Supplement mentioned above.
Promptly after completion of such sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of
the opinion of counsel for the Company delivered to the
Underwriters in connection therewith. The obligation of the
undersigned to take delivery of and make payment for the

39
<PAGE>

Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected by the
failure of any purchaser to take delivery of and make payment for
the Securities pursuant to other contracts similar to this
Contract.

This Contract will inure to the benefit of and be
binding upon the parties hereto and their respective successors,
but will not be assignable by either party hereto without the
written consent of the other.

It is understood that acceptance of this Contract and
other similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on a first come,
first served basis. If this Contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.

This agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.

Very truly yours,

(Name of Purchaser)

By
(Signature and Title of
Officer)

(Address)

Accepted:

ALEX. BROWN INCORPORATED

By:
Name:
Title:

<PAGE>

SCHEDULE A TO DELAYED DELIVERY CONTRACT

Securities:

Principal Amount of Securities to be Purchased:

Purchase Price:

Delivery Dates:

<PAGE>

ALEX. BROWN INCORPORATED

and

CHEMICAL BANK, Trustee

Senior Indenture

Dated as of [ ], 1995

_______________

<PAGE>

CROSS REFERENCE SHEET*
___________

Between

Provisions of Trust Indenture Act of 1939 and Indenture to be
dated as of [ ], 1995 between ALEX. BROWN INCORPORATED and CHEMICAL
BANK, Trustee:

Section of the Act Section of Indenture

310(a)(1) and (2) . . . . . . . . . 6.9
310(a)(3) and (4) . . . . . . . . . Inapplicable
310(b). . . . . . . . . . . . . . . 6.8 and 6.10(a), (b) and (d)
310(c). . . . . . . . . . . . . . . Inapplicable
311(a). . . . . . . . . . . . . . . 6.13(a) and (c)(1) and (2)
311(b). . . . . . . . . . . . . . . 6.13(b)
311(c). . . . . . . . . . . . . . . Inapplicable
312(a). . . . . . . . . . . . . . . 4.1 and 4.2(a)
312(b). . . . . . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c). . . . . . . . . . . . . . . 4.2(c)
313(a). . . . . . . . . . . . . . . 4.4(a)(i), (ii), (iii), (iv), (v) and (vi)
313(b)(1) . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . 4.4
313(c). . . . . . . . . . . . . . . 4.4
313(d). . . . . . . . . . . . . . . 4.4
314(a). . . . . . . . . . . . . . . 4.3
314(b). . . . . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . . . . 11.5
314(c)(3) . . . . . . . . . . . . . Inapplicable
314(d). . . . . . . . . . . . . . . Inapplicable
314(e). . . . . . . . . . . . . . . 11.5
314(f). . . . . . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . . . . . 6.1
315(b). . . . . . . . . . . . . . . 5.11
315(e). . . . . . . . . . . . . . . 5.12
316(a)(1) . . . . . . . . . . . . . 5.9
316(c)(2) . . . . . . . . . . . . . Not required
316(a) (last sentence) . . . . . . 7.4
316(b). . . . . . . . . . . . . . . 5.7
317(a). . . . . . . . . . . . . . . 5.2
317(b). . . . . . . . . . . . . . . 3.4(a) and (b)
318(a). . . . . . . . . . . . . . . 11.7

* This Cross Reference Sheet is not part of the Indenture.

<PAGE>

TABLE OF CONTENTS

_________

Page

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Certain Terms Defined. . . . . . . . . . . . 1
Affiliate. . . . . . . . . . . . . . . . . . . . . . 2
Alex. Brown. . . . . . . . . . . . . . . . . . . . . 2
Associate. . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . 2
Change of Control. . . . . . . . . . . . . . . . . . 2
Change of Control Purchase Date. . . . . . . . . . . 3
Change of Control Purchase Notice. . . . . . . . . . 3
Change of Control Purchase Price . . . . . . . . . . 3
Closing Price. . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . 4
Common Stock . . . . . . . . . . . . . . . . . . . . 4
Composite Rate . . . . . . . . . . . . . . . . . . . 4
Conversion Agent . . . . . . . . . . . . . . . . . . 4
Conversion Price . . . . . . . . . . . . . . . . . . 4
Converting Holder. . . . . . . . . . . . . . . . . . 5
Corporate Trust Office . . . . . . . . . . . . . . . 5
Coupon . . . . . . . . . . . . . . . . . . . . . . . 5
covenant defeasance. . . . . . . . . . . . . . . . . 5
Current Market Price . . . . . . . . . . . . . . . . 5
Depositary . . . . . . . . . . . . . . . . . . . . . 5
Dollar . . . . . . . . . . . . . . . . . . . . . . . 5
ECU. . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . 6
Holder, Holder of Securities, Securityholder . . . . 6
Indebtedness . . . . . . . . . . . . . . . . . . . . 6
Indenture. . . . . . . . . . . . . . . . . . . . . . 6
Interest . . . . . . . . . . . . . . . . . . . . . . 6
Issuer . . . . . . . . . . . . . . . . . . . . . . . 6
Issuer Order . . . . . . . . . . . . . . . . . . . . 6
Judgment Currency. . . . . . . . . . . . . . . . . . 6

<PAGE>

-ii-

NYSE . . . . . . . . . . . . . . . . . . . . . . . . 6
Officer's Certificate. . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . 6
original issue date. . . . . . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . 7
Outstanding. . . . . . . . . . . . . . . . . . . . . 7
Periodic Offering. . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . 7
principal. . . . . . . . . . . . . . . . . . . . . . 8
record date. . . . . . . . . . . . . . . . . . . . . 8
Redemption Rescission Event. . . . . . . . . . . . . 8
Registered Global Security . . . . . . . . . . . . . 8
Registered Security. . . . . . . . . . . . . . . . . 8
Required Currency. . . . . . . . . . . . . . . . . . 8
Responsible Officer. . . . . . . . . . . . . . . . . 8
Security or Securities . . . . . . . . . . . . . . 9
Trading Day. . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act of 1939. . . . . . . . . . . . . 9
Trustee. . . . . . . . . . . . . . . . . . . . . . . 9
Unregistered Security. . . . . . . . . . . . . . . . 9
U.S. Government Obligations. . . . . . . . . . . . . 9
Voting Security. . . . . . . . . . . . . . . . . . . 9
Yield to Maturity. . . . . . . . . . . . . . . . . . 9

ARTICLE TWO

SECURITIES

SECTION 2.1 Forms Generally. . . . . . . . . . . . . . . 10
SECTION 2.2 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . 10
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . 11
SECTION 2.4 Authentication and Delivery of Securities. . 13
SECTION 2.5 Execution of Securities. . . . . . . . . . . 16
SECTION 2.6 Certificate of Authentication. . . . . . . . 16
SECTION 2.7 Denomination and Date of Securities;
Payments of Interest . . . . . . . . . . . . 17
SECTION 2.8 Registration, Transfer and Exchange. . . . . 17
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and
Stolen Securities. . . . . . . . . . . . . . 20
SECTION 2.10 Cancellation of Securities; Destruction
Thereof. . . . . . . . . . . . . . . . . . 22
SECTION 2.11 Temporary Securities. . . . . . . . . . . . 22

ARTICLE THREE

COVENANTS OF THE ISSUER

<PAGE>

-iii-

SECTION 3.1 Payment of Principal and Interest. . . . . . 23
SECTION 3.2 Offices for Payments, Etc. . . . . . . . . . 23
SECTION 3.3 Appointment to Fill a Vacancy in Office of
Trustee. . . . . . . . . . . . . . . . . . 24
SECTION 3.4 Paying Agents. . . . . . . . . . . . . . . . 24
SECTION 3.5 Written Statement to Trustee . . . . . . . . 25
SECTION 3.6 Negative Pledge. . . . . . . . . . . . . . . 25
SECTION 3.7 Luxembourg Publications. . . . . . . . . . . 26

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to
Names and Addresses of Securityholders . 26
SECTION 4.2 Preservation and Disclosure of Security-
holders Lists . . . . . . . . . . . . . . 26
SECTION 4.3 Reports by Issuer. . . . . . . . . . . . . . 28
SECTION 4.4 Reports by Trustee . . . . . . . . . . . . . 28

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration of
Maturity; Waiver of Default. . . . . . . . 30
SECTION 5.2 Collection of Indebtedness by Trustee;
Trustee May Prove Debt . . . . . . . . . . 33
SECTION 5.3 Application of Proceeds. . . . . . . . . . . 35
SECTION 5.4 Suits for Enforcement. . . . . . . . . . . . 36
SECTION 5.5 Restoration of Rights on Abandonment of
Proceedings. . . . . . . . . . . . . . . . 37
SECTION 5.6 Limitations on Suits by Securityholders. . . 37
SECTION 5.7 Unconditional Right of Securityholders to
Institute Certain Suits. . . . . . . . . . 37
SECTION 5.8 Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default . . . . . . 37
SECTION 5.9 Control by Holders of Securities . . . . . . 38
SECTION 5.10 Waiver of Past Defaults . . . . . . . . . . 38
SECTION 5.11 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. . . . . 39
SECTION 5.12 Right of Court to Require Filing of
Undertaking to Pay Costs . . . . . . . . . 39

ARTICLE SIX

CONCERNING THE TRUSTEE

<PAGE>

-iv-

SECTION 6.1 Duties and Responsibilities of the Trustee;
During Default; Prior to Default . . . . 40
SECTION 6.2 Certain Rights of the Trustee. . . . . . . . 41
SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . 42
SECTION 6.4 Trustee and Agents May Hold Securities or
Coupons; Collections, Etc. . . . . . . . 42
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . 42
SECTION 6.6 Compensation and Indemnification of Trustee
and Its Prior Claim. . . . . . . . . . . 43
SECTION 6.7 Right of Trustee to Rely on Officer's
Certificate, Etc.. . . . . . . . . . . . 43
SECTION 6.8 Qualification of Trustee; Conflicting
Interests. . . . . . . . . . . . . . . . 43
SECTION 6.9 Persons Eligible for Appointment as Trustee. 49
SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee. . . . . . . . . . . . 49
SECTION 6.11 Acceptance of Appointment by Successor
Trustee. . . . . . . . . . . . . . . . . 50
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee. . . . 52
SECTION 6.13 Preferential Collection of Claims Against
the Issuer . . . . . . . . . . . . . . . 52
SECTION 6.14 Appointment of Authenticating Agent . . . . 56

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. 57
SECTION 7.2 Proof of Execution of Instruments and of
Holding of Securities. . . . . . . . . . 57
SECTION 7.3 Holders to Be Treated as Owners. . . . . . . 58
SECTION 7.4 Securities Owned by Issuer Deemed Not
Outstanding. . . . . . . . . . . . . . . 58
SECTION 7.5 Right of Revocation of Action Taken. . . . . 59

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. . . . . . . . . . . . . . 59
SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. . . . . . . . . . . . . . 61
SECTION 8.3 Effect of Supplemental Indenture . . . . . . 62
SECTION 8.4 Documents to Be Given to Trustee . . . . . . 63
SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures. . . . . . . . . . 63

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

<PAGE>

-v-

SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain
Conditions. . . . . . . . . . . . . . . . 63

SECTION 9.2 Successor Corporation Substituted. . . . . . 63
SECTION 9.3 Opinion of Counsel Delivered to Trustee. . . 64

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture . . 64
SECTION 10.2 Application by Trustee of Funds Deposited
for Payment of Securities. . . . . . . . 68
SECTION 10.3 Repayment of Moneys Held by Paying Agent. . 68
SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years. . . . . . 68
SECTION 10.5 Indemnity for U.S. Government Obligations . 69

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual
Liability. . . . . . . . . . . . . . . . . 69
SECTION 11.2 Provisions of Indenture for the Sole
Benefit of Parties and Holders of Securities
and Coupons . . . . . . . . . . . . . . . .69
SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture . . . . . . . . . . . . . . . . .70
SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities and Coupons . . . . 70
SECTION 11.5 Officer's Certificates and Opinions of
Counsel; Statements to Be Contained
Therein . . . . . . . . . . . . . . . . . 70
SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays. . . . . . . . . . . . . . . . . .71
SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939 . . . . . . . 72
SECTION 11.8 New York Law to Govern . . . . . . . . . . . 72
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . 72
SECTION 11.10 Effect of Headings. . . . . . . . . . . . . 72
SECTION 11.11 Securities in a Foreign Currency or in ECU. 72
SECTION 11.12 Judgment Currency . . . . . . . . . . . . . 73

ARTICLE TWELVE

REDEMPTION OF SECURITIES; SINKING FUNDS AND OPTION
TO PURCHASE ON CHANGE OF CONTROL

<PAGE>

-vi-

SECTION 12.1 Applicability of Article. . . . . . . . . . 73
SECTION 12.2 Notice of Redemption; Partial Redemptions . 74
SECTION 12.3 Payment of Securities Called for
Redemption . . . . . . . . . . . . . . . .75
SECTION 12.4 Exclusion of Certain Securities from
Eligibility for Selection for Redemption .76
SECTION 12.5 Mandatory and Optional Sinking Funds. . . . 76
SECTION 12.6 Rescission of Redemption. . . . . . . . . . 78
SECTION 12.7 Purchase of Securities by the Issuer at
Option of the Holder upon Change of
Control. . . . . . . . . . . . . . . . . .79
SECTION 12.8 Effect of Change of Control Purchase Notice;
Withdrawal Notice. . . . . . . . . . . . .81
SECTION 12.9 Securities Purchased in Part. . . . . . . . 82
SECTION 12.10 Covenant to Comply with Securities Laws upon
Purchase of Securities . . . . . . . . . .82

ARTICLE THIRTEEN

CONVERSION

SECTION 13.1 Conversion Privilege. . . . . . . . . . . . 83
SECTION 13.2 Conversion Procedure; Rescission of
Conversion; Conversion Price; Fractional
Shares. . . . . . . . . . . . . . . . . . 83
SECTION 13.3 Adjustment of Conversion Price for Common
Stock. . . . . . . . . . . . . . . . . . .85
SECTION 13.4 Consolidation or Merger of the Issuer . . . 88
SECTION 13.5 Notice of Adjustment. . . . . . . . . . . . 89
SECTION 13.6 Notice in Certain Events. . . . . . . . . . 89
SECTION 13.7 Issuer to Reserve Stock; Registration;
Listing. . . . . . . . . . . . . . . . . .90
SECTION 13.8 Taxes on Conversion . . . . . . . . . . . . 90
[SECTION 13.9 Conversion After Record Date . . . . . . . 91
SECTION 13.10 Corporate Action Regarding Par Value of
Common Stock. . . . . . . . . . . . . . . 91
SECTION 13.11 Issuer Determination Final . . . . . . . . 91
SECTION 13.12 Trustee's Disclaimer . . . . . . . . . . . 91
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . 98
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . 98

<PAGE>

THIS INDENTURE dated as of [ ], 1995, between ALEX. BROWN
INCORPORATED, a Maryland corporation (the "Issuer"), and CHEMICAL BANK,
as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to
time of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to
such principal amount or amounts as may from time to time be authorized
in accordance with the terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution and
delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the
Securities by the holders thereof, the Issuer and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Securities and of the
Coupons, if any, appertaining thereto as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Certain Terms Defined. The following terms
(except as otherwise expressly provided or unless the context otherwise
clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings
specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of
which in the Securities Act of 1933 are referred to in the Trust
Indenture Act of 1939, including terms defined therein by reference to
the Securities Act of 1933 (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted
at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as
a whole and not to any particular Article, Section or other subdivision.
The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

<PAGE>

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

"Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on the date hereof.

"Authenticating Agent" shall have the meaning set forth in
Section 6.14.

"Authorized Newspaper" means a newspaper (which, in the case
of The City of New York, will, if practicable, be The Wall Street
Journal (Eastern Edition), in the case of the United Kingdom, will, if
practicable, be the Financial Times (London Edition) and, in the case of
Luxembourg, will, if practicable, be the Luxemburger Wort) published in
an official language of the country of publication customarily published
at least once a day for at least five days in each calendar week and of
general circulation in The City of New York, the United Kingdom or
Luxembourg, as applicable. If it shall be impractical in the opinion of
the Trustee to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof
which is made or given with the approval of the Trustee shall constitute
a sufficient publication of such notice.

"Board of Directors" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act on its
behalf.

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

"Business Day" means, with respect to any Security, a day that
in the city (or in any of the cities, if more than one) in which amounts
are payable, as specified in the form of such Security, is not a day on
which banking institutions are authorized or required by law or
regulation to close.

"Change of Control" shall be deemed to have occurred at such
time as any of the following events shall occur:

(i) there shall be consummated any consolidation or merger of
the Issuer (a) in which the Issuer is not the continuing or
surviving corporation or (b) pursuant to which the Common Stock
would be converted into cash, securities or other property, other
than, in the case of either (a) or (b), a consolidation or merger
of the Issuer in which the holders of Common Stock immediately
prior to such consolidation

<PAGE>

or merger have at least a majority, directly or indirectly, of the
common stock of the resulting or surviving corporation immediately
after such consolidation or merger; or

(ii) there is a report filed on Schedule 13D or 14D-1 (or any
successor schedule, form or report) pursuant to the Securities
Exchange Act of 1934, disclosing that any person (for the purposes
of this definition only, as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934
or any successor provision to either of the foregoing) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Securities Exchange Act of 1934) of 50% or more of the then outstanding
Voting Securities of the Company, provided that a person shall not be
deemed beneficial owner of, or to own beneficially, (A) any securities
tendered pursuant to a tender or exchange offer made by or on behalf of
such person or any of such person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange thereunder or
(B) any securities if such beneficial ownership (1) arises solely as a
result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to the applicable rules and regulations under
the Securities Exchange Act of 1934 and (2) is not also then reportable
on Schedule 13D (or any successor schedule) under the Securities Exchange
Act of 1934. Notwithstanding the foregoing, a Change of Control
shall not be deemed to have occurred by virtue of the Issuer, any
Subsidiary, any employee stock ownership plan or any other employee
benefit plan of the Issuer or any Subsidiary, or any person holding
Common Stock for or pursuant to the terms of any such employee
benefit plan, filing or becoming obligated to file a report under
or in respect to Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report) under the Securities Exchange Act of 1934
disclosing beneficial ownership by it of shares of Common Stock
whether in excess of 50% or otherwise.

"Change of Control Purchase Date" means the date that is 40
business days after the occurrence of a Change of Control.

"Change of Control Purchase Notice" shall have the meaning set
forth in Section 12.7(c).

"Change of Control Purchase Price" means an amount in cash
equal to 100% of the principal amount in respect of a Security for which
a Change of Control Purchase Notice has been delivered plus accrued
unpaid interest to the Change of Control Purchase Date.

"Closing Price" means the last reported sale price of the
Common Stock (regular way) as shown on the Composite Tape of the NYSE
(or, if such stock is not listed or admitted to trading on the NYSE, on
the principal national securities exchange on which the Common Stock is
listed or admitted to trading), or, in case no such sale takes place on
such day, the average of the closing bid and asked prices on the NYSE
(or, if such stock is not listed or admitted to trading on the NYSE, on
the principal national securities exchange on which such stock is listed
or admitted to trading), or, if it is not listed or admitted to

<PAGE>

trading on any national securities exchange, the average of the closing
bid and asked prices as reported by the National Association of
Securities Dealers Automated Quotation System (NASDAQ), or if the Common
Stock is not so reported, the average of the closing bid and asked
prices as furnished by any member of the National Association of
Securities Dealers, Inc., selected from time to time by the Issuer for
that purpose.

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

"Common Stock" means the class of Common Stock, par value $.10
per share, of the Issuer authorized at the date of this Indenture as
originally signed, or any other class of stock resulting from successive
changes or reclassifications of such Common Stock, and in any such case
including any shares thereof authorized after the date of this
Indenture, and any other shares of stock of the Issuer which do not have
any priority in the payment of dividends or upon liquidation over any
other class of stock.

"Composite Rate" means, at any time, the rate of interest, per
annum, compounded semiannually, equal to the sum of the rates of
interest borne by the Securities of each series (as specified on the
face of the Securities of each series, provided that, in the case of the
Securities with variable rates of interest, the interest rate to be used
in calculating the Composite Rate shall be the interest rate applicable
to such Securities at the beginning of the year in which the Composite
Rate is being determined and, provided further that, in the case of
Securities which do not bear interest, the interest rate to be used in
calculating the Composite Rate shall be a rate equal to the yield to
maturity on such Securities (calculated at the time of issuance of such
Securities)) multiplied, in the case of each series of Securities, by the
percentage of the aggregate principal amount of the Securities of all
series Outstanding represented by the Outstanding Securities of such
series. For the purposes of this calculation, the aggregate principal
amounts of Outstanding Securities that are denominated in a foreign
currency shall be calculated in the manner set forth in Section 11.11.

"Conversion Agent" means any Person authorized by the Issuer
to receive Securities to be converted into Common Stock on behalf of the
Issuer. The Issuer initially authorizes the Trustee to act as
Conversion Agent for the Securities on its behalf. The Issuer may at
any time and from time to time authorize one or more Persons to act as
Conversion Agent in addition to or in place of the Trustee with respect
to any series of Securities issued under this Indenture.

"Conversion Price" means, with respect to any series of
Securities which are convertible into Common Stock, the price per share
of Common Stock at which the Securities of such series are so
convertible as set forth in the Board Resolution with respect to such
series (or in any supplemental indenture entered into pursuant to
Section 8.1(g) with

<PAGE>

respect to such series), as the same may be adjusted from time to time
in accordance with Section 14.3 (or such supplemental indenture).

"Converting Holder" shall have the meaning specified in
Section 14.2(c) of this Indenture.

"Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any
particular time, be principally administered, which office is, at the
date as of which this Indenture is dated, located in New York, New York.

"Coupon" means any interest coupon appertaining to a Security.

"covenant defeasance" shall have the meaning set forth in
Section 10.1(C).

"Current Market Price" means, on any date, the average of the
daily Closing Prices per share of Common Stock for any 30 consecutive
Trading Days selected by the Issuer prior to the day in question, which
30 consecutive Trading Day period shall not commence more than 45
Trading Days prior to the day in question; provided that with respect to
Section 14.3(3), the "Current Market Price" of the Common Stock shall
mean the average of the daily Closing Prices per share of Common Stock
for the five consecutive Trading Days ending on the date of the
distribution referred to in Section 14.3(3) (or if such date shall not
be a Trading Day, on the Trading Day immediately preceding such date).

"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Registered Global
Securities, the Person designated as Depositary by the Issuer pursuant
to Section 2.3 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Registered Global
Securities of that series.

"Dollar" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of
public and private debts.

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

"Event of Default" means any event or condition specified as
such in Section 5.1.

"Foreign Currency" means a currency issued by the government
of a country other than the United States.

<PAGE>

"Holder", "Holder of Securities", "Securityholder" or other
similar terms mean (a) in the case of any Registered Security, the
person in whose name such Security is registered in the security
register kept by the Issuer for that purpose in accordance with the
terms hereof, and (b) in the case of any Unregistered Security, the
bearer of such Security, or any Coupon appertaining thereto, as the case
may be.

"Indebtedness" shall have the meaning set forth in Section
5.1.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so
amended or supplemented or both, and shall include the forms and terms
of particular series of Securities established as contemplated
hereunder.

"Interest" means, when used with respect to non-interest
bearing Securities, interest payable after maturity.

"Issuer" means (except as otherwise provided in Article Six)
Alex. Brown Incorporated, a Maryland corporation and, subject to Article
Nine, its successors and assigns.

"Issuer Order" means a written statement, request or order of
the Issuer signed in its name by the chairman or vice chairman of the
Board of Directors, the president, any managing director or the
treasurer of the Issuer.

"Judgment Currency" shall have the meaning set forth in
Section 11.12.

"NYSE" means the New York Stock Exchange.

"Officer's Certificate" means a certificate signed by the
chairman or vice chairman of the Board of Directors, the president, any
managing director or the treasurer of the Issuer and delivered to the
Trustee. Each such certificate shall include the statements provided
for in Section 11.5.

"Opinion of Counsel" means an opinion in writing signed by the
General Counsel of the Issuer, or by such other legal counsel who may be
an employee of or counsel to the Issuer and who shall be satisfactory to
the Trustee. Each such opinion shall include the statements provided
for in Section 11.5.

"original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of
any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or
substitution.

"Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1.

<PAGE>

"Outstanding" (except as otherwise provided in Section 6.8),
when used with reference to Securities, shall, subject to the provisions
of Section 7.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

(b) Securities, or portions thereof, for the payment or
redemption of which moneys or U.S. Government obligations (as
provided for in Section 10.1) in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent
(other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been
given as herein provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and

(c) Securities which shall have been paid or in substitution
for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.9 (except with respect
to any such Security as to which proof satisfactory to the Trustee
is presented that such Security is held by a person in whose hands
such Security is a legal, valid and binding obligation of the
Issuer).

In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.1.

"Periodic Offering" means an offering of Securities of a
series from time to time, the specific terms of which Securities,
including, without limitation, the rate or rates of interest, if any,
thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the
Issuer or its agents upon the issuance of such Securities.

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

"Permitted Liens" shall have the meaning set forth in Section
3.6.

<PAGE>

"principal" whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and
premium, if any".

"record date" shall have the meaning set forth in Section 2.7.

"Redemption Rescission Event" means the occurrence of (a) any
general suspension of trading in, or limitation on prices for,
securities on the principal national securities exchange on which shares
of Common Stock are registered and listed for trading (or, if shares of
Common Stock are not registered and listed for trading on any such
exchange, in the over-the-counter market) for more than six-and-one-half
consecutive trading hours, (b) any decline in either the Dow Jones
Industrial Average or the Standard & Poor's Index of 400 Industrial
Companies (or any successor index published by Dow Jones & Company, Inc.
or Standard & Poor's Corporation) by either (i) an amount in excess of
10%, measured from the close of business on any Trading Day to the close
of business on the next succeeding Trading Day during the period
commencing on the Trading Day preceding the day notice of any redemption
of Securities is given (or, if such notice is given after the close of
business on a Trading Day, commencing on such Trading Day) and ending at
the time and date fixed for redemption in such notice or (ii) an amount
in excess of 15% (or if the time and date fixed for redemption is more
than 15 days following the date on which such notice of redemption is
given, 20%), measured from the close of business on the Trading Day
preceding the day notice of such redemption is given (or, if such notice
is given after the close of business on a Trading Day, from such Trading
Day) to the close of business on any Trading Day at or prior to the time
and date fixed for redemption, (c) a declaration of a banking moratorium
or any suspension of payments in respect of banks by federal or state
authorities in the United States or (d) the commencement of a war or
armed hostilities or other national or international calamity directly
or indirectly involving the United States which in the reasonable
judgment of the Issuer could have a material adverse effect on the
market for the Common Stock.

"Registered Global Security" means a Security evidencing all
or a part of a series of Registered Securities, issued to the Depositary
for such series in accordance with Section 2.4, and bearing the legend
prescribed in Section 2.4.

"Registered Security" means any Security registered on the
Security register of the Issuer.

"Required Currency" shall have the meaning set forth in
Section 11.12.

"Responsible Officer" when used with respect to the Trustee
means the chairman of the Board of Directors, any vice chairman of the
Board of Directors, the chairman of the trust committee, the chairman of
the executive committee, any vice chairman of the executive committee,
the president, any vice president (whether or not designated by numbers
or words added before or after the title "vice president"), the cashier,
the secretary, the treasurer, any trust officer, any assistant trust
officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer, or any other officer or

<PAGE>

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 knowledge of and familiarity with the particular
subject.

"Security" or "Securities" (except as otherwise provided in
Section 6.8) has the meaning stated in the first recital of this
Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

"Subsidiary" shall have the meaning set forth in Section 3.6.

"Trading Day" means, with respect to the Common Stock, so long
as the Common Stock is listed or admitted to trading on the NYSE, a day
on which the NYSE is open for the transaction of business, or, if the
Common Stock is not listed or admitted to trading on the NYSE, a day on
which the principal national securities exchange on which the Common
Stock is listed is open for the transaction of business, or, if the
Common Stock is not listed or admitted for trading on any national
securities exchange, a day on which NASDAQ is open for the transaction
of business.

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was originally executed.

"Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article Six,
shall also include any successor trustee. "Trustee" shall also mean or
include each Person who is then a trustee hereunder and if at any time
there is more than one such Person, "Trustee", as used with respect to
the Securities of any series, shall mean the trustee with respect to the
Securities of such series.

"Unregistered Security" means any Security other than a
Registered Security.

"U.S. Government Obligations" shall have the meaning set forth
in Section 10.1(A).

"Voting Security" means securities of the class or classes
having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
corporation, provided that, for the purposes hereof, securities which
carry only the right to vote conditionally on the happening of an event
shall not be considered Voting Securities whether or not such event
shall have happened.

"Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such
series, and calculated in accordance with accepted financial practice.

<PAGE>

ARTICLE TWO

SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series
and the Coupons, if any, to be attached thereto shall be substantially
in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set
forth in a Board Resolution or, to the extent established pursuant to
rather than set forth in a Board Resolution, an Officer's Certificate
detailing such establishment) or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have imprinted or otherwise reproduced thereon, such
legend or legends or endorsements, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any
rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if
any, as evidenced by their execution of such Securities and Coupons.

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

SECTION 2.2 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

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

,
as Trustee

By
Authorized Officer"

If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication to be borne by the Securities of each such
series shall be substantially as follows:

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

<PAGE>

,
as Authenticating Agent

By
Authorized Officer"

SECTION 2.3 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and the
Securities of each such series shall rank equally and pari passu with
all other unsecured and unsubordinated debt of the Issuer. There shall
be established in or pursuant to one or more Board Resolutions (and, to
the extent established pursuant to rather than set forth in a Board
Resolution, in an Officer's Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the
initial issuance of Securities of any series,

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

(2) any limit upon the aggregate principal amount of the
Securities of the 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 the series pursuant to Section 2.8,
2.9, 2.11, 8.5 or 12.3);

(3) if other than Dollars, the coin or currency in which the
Securities of that series are denominated (including, but not
limited to, any Foreign Currency or ECU);

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

(5) the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such
interest shall accrue, on which such interest shall be payable and
(in the case of Registered Securities) on which a record shall be
taken for the determination of Holders to whom interest is payable
and/or the method by which such rate or rates or date or dates
shall be determined;

(6) the place or places where the principal of and any
interest on Securities of the series shall be payable (if other
than as provided in Section 3.2);

<PAGE>

(7) the right, if any, of the Issuer to redeem Securities, in
whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions
upon which Securities of the series may be redeemed, pursuant to
any sinking fund or otherwise;

(8) the obligation, if any, of the Issuer to redeem, purchase
or repay Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option
of a Holder thereof and the price or prices at which and the period
or periods within which and any terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral
multiple thereof in the case of Registered Securities, or $1,000
and $5,000 in the case of Unregistered Securities, the
denominations in which Securities of the series shall be issuable;

(10) 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;

(11) if other than the coin or currency in which the
Securities of that series are denominated, the coin or currency in
which payment of the principal of or interest on the Securities of
such series shall be payable;

(12) if the principal of or interest on the Securities of such
series is to be payable, at the election of the Issuer or a Holder
thereof, in a coin or currency other than that in which the
Securities are denominated, the period or periods within which, and
the terms and conditions upon which, such election may be made;

(13) if the amount of payments of principal of and interest on
the Securities of the series may be determined with reference to an
index based on a coin or currency other than that in which the
Securities of the series are denominated, the manner in which such
amounts shall be determined;

(14) whether the Securities of the series will be issuable as
Registered Securities (and if so, whether such Securities will be
issuable as Registered Global Securities) or Unregistered
Securities (with or without Coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or
delivery of Unregistered Securities or the payment of interest
thereon and, if other than as provided in Section 2.8, the terms
upon which Unregistered Securities of any series may be exchanged
for Registered Securities of such series and vice versa;

<PAGE>

so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

(16) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series), only upon receipt of certain
certificates or other documents or satisfaction of other
conditions, the form and terms of such certificates, documents or
conditions;

(17) any trustees, depositories, authenticating or paying
agents, transfer agents or registrars or any other agents with
respect to the Securities of such series;

(18) any other events of default or covenants with respect to
the Securities of such series; and

(19) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

All Securities of any one series and Coupons, if any,
appertaining thereto, shall be substantially identical, except in the
case of Registered Securities as to denomination and except as may
otherwise be provided by or pursuant to the Board Resolution or
Officer's Certificate referred to above or as set forth in any such
indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution, such Officer's Certificate or in any
such indenture supplemental hereto.

SECTION 2.4 Authentication and Delivery of Securities. The
Issuer may deliver Securities of any series having attached thereto
appropriate Coupons, if any, executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below
in this Section, and the Trustee shall thereupon authenticate and
deliver such Securities to or upon the order of the Issuer (contained in
the Issuer Order referred to below in this Section) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be
specified from time to time by an Issuer Order. The maturity date,
original issue date, interest rate and any other terms of the Securities
of such series and Coupons, if any, appertaining thereto shall be
determined by or pursuant to such Issuer Order and procedures. If
provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral instructions from the
Issuer or its duly authorized agent, which instructions shall be
promptly confirmed in writing. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive
(in the case of subparagraphs 2, 3 and 4 below only at or before the
time at the first request of the Issuer to the Trustee to authenticate
Securities of such series) and (subject to Section 6.1) shall be fully
protected in relying upon, unless and until such documents have been
superseded or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons,
if any, are not to be delivered to the

<PAGE>

Issuer, provided that, with respect to Securities of a series
subject to a Periodic Offering, (a) such Issuer Order may be
delivered by the Issuer to the Trustee prior to the delivery to the
Trustee of such Securities for authentication and delivery, (b) the
Trustee shall authenticate and deliver Securities of such series
for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures
acceptable to the Trustee as may be specified from time to time by
an Issuer Order, (c) the maturity date or dates, original issue
date or dates, interest rate or rates and any other terms of
Securities of such series shall be determined by an Issuer Order or
pursuant to such procedures and (d) if provided for in such
procedures, such Issuer Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing;

(2) any Board Resolution, Officer's Certificate and/or
executed supplemental indenture referred to in Sections 2.1 and 2.3
by or pursuant to which the forms and terms of the Securities and
Coupons, if any, were established;

(3) an Officer's Certificate setting forth the form or forms
and terms of the Securities and Coupons, if any, stating that the
form or forms and terms of the Securities and Coupons, if any, have
been established pursuant to Sections 2.1 and 2.3 and comply with
this Indenture, and covering such other matters as the Trustee may
reasonably request; and

(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter addressed to the Trustee permitting it to rely
on an Opinion of Counsel, substantially to the effect that:

(a) the forms of the Securities and Coupons, if any,
have been duly authorized and established in conformity with
the provisions of this Indenture;

(b) in the case of an underwritten offering, the terms
of the Securities have been duly authorized and established in
conformity with the provisions of this Indenture, and, in the
case of an offering that is not underwritten, certain terms of
the Securities have been established pursuant to a Board
Resolution, an Officer's Certificate or a supplemental
indenture in accordance with this Indenture, and when such
other terms as are to be established pursuant to procedures
set forth in an Issuer Order shall have been established, all
such terms will have been duly authorized by the Issuer and
will have been established in conformity with the provisions
of this Indenture;

<PAGE>

legally binding obligations of the Issuer, enforceable in
accordance with their respective terms, and will be entitled
to the benefits of this Indenture; and

(d) the execution and delivery by the Issuer of, and the
performance by the Issuer of its obligations under, the
Securities and Coupons, if any, will not contravene any
provision of applicable law or the certificate of
incorporation or by-laws of the Issuer or any agreement or
other instrument binding upon the Issuer or any of its
subsidiaries that is material to the Issuer and its
subsidiaries, considered as one enterprise, or, to the best of
such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction
over the Issuer or any subsidiary, and no consent, approval or
authorization of any governmental body or agency is required
for the performance by the Issuer of its obligations under the
Securities and Coupons, if any, except such as are specified
and have been obtained and such as may be required by the
securities or blue sky laws of the various states in
connection with the offer and sale of the Securities and
Coupons, if any.

In rendering such opinions, such counsel may qualify any
opinions as to enforceability by stating that such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium and other similar laws affecting the rights and remedies of
creditors and is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or
at law). Such counsel may rely, as to all matters governed by the laws
of jurisdictions other than the State of New York and the federal law of
the United States, upon opinions of other counsel (copies of which shall
be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that
such counsel believes he and the Trustee are entitled so to rely. Such
counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates
of officers of the Issuer and its subsidiaries and certificates of
public officials.

The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be
taken by the Issuer or if the Trustee in good faith by its board of
directors or board of trustees, executive committee, or a trust
committee of directors or trustees or Responsible Officers shall
determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights,
duties or immunities under the Securities, this Indenture or otherwise.

<PAGE>

(ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instructions and (iv) shall bear a
legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered
form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary."

Each Depositary designated pursuant to Section 2.3 must, at
the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.

SECTION 2.5 Execution of Securities. The Securities and, if
applicable, each Coupon appertaining thereto shall be signed on behalf
of the Issuer by the chairman or vice chairman of its Board of Directors
or its president or any managing director or its treasurer, under its
corporate seal (except in the case of Coupons) which may, but need not,
be attested. Such signatures may be the manual or facsimile signatures
of the present or any future such officers. The seal of the Issuer may
be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or
any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the
Trustee.

In case any officer of the Issuer who shall have signed any of
the Securities or Coupons, if any, shall cease to be such officer before
the Security or Coupon so signed (or the Security to which the Coupon so
signed appertains) shall be authenticated and delivered by the Trustee
or disposed of by the Issuer, such Security or Coupon nevertheless may
be authenticated and delivered or disposed of as though the person who
signed such Security or Coupon had not ceased to be such officer of the
Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security
or Coupon, shall be the proper officers of the Issuer, although at the
date of the execution and delivery of this Indenture any such person was
not such an officer.

SECTION 2.6 Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee
by the manual signature of one of its authorized officers, shall be
entitled to the benefits of this Indenture or be valid or obligatory for
any purpose. No Coupon shall be entitled to the benefits of this
Indenture or shall be valid and obligatory for any purpose until the
certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution
of such certificate by the Trustee upon any Security executed by the
Issuer 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.

<PAGE>

SECTION 2.7 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 2.3 or, with respect to the Registered
Securities of any series, if not so established, in denominations of
$1,000 and any integral multiple thereof. If denominations of
Unregistered Securities of any series are not so established, such
Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and
authentication thereof.

Each Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided
in the resolution or resolutions of the Board of Directors of the Issuer
referred to in Section 2.3. The Securities of each series shall bear
interest, if any, from the date, and such interest shall be payable on
the dates, established as contemplated by Section 2.3.

The person in whose name any Registered Security of any series
is registered at the close of business on any record date applicable to
a particular series with respect to any interest payment date for such
series shall be entitled to receive the interest, if any, payable on
such interest payment date notwithstanding any transfer, exchange or
conversion of such Registered Security subsequent to the record date and
prior to such interest payment date, except if and to the extent the
Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest
shall be paid to the persons in whose names Outstanding Registered
Securities for such series are registered at the close of business on a
subsequent record date (which shall be not less than five Business Days
prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the Holders of
Registered Securities not less than 15 days preceding such subsequent
record date. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest)
for the Securities of any series shall mean the date specified as such
in the terms of the Registered Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, if
such interest payment date is the first day of a calendar month, the
15th day of the next preceding calendar month or, if such interest
payment date is the 15th day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The Issuer
will keep at each office or agency to be maintained for the purpose as
provided in Section 3.2 for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may
prescribe, it will provide for the registration of Registered Securities
of such series and the registration of transfer of Registered Securities
of such series. Such register shall be in written form in the English
language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such register or
registers shall be open for inspection by the Trustee.

<PAGE>

Upon due presentation for registration of transfer of any
Registered Security of any series at any such office or agency to be
maintained for the purpose as provided in Section 3.2, the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of
the transferee or transferees a new Registered Security or Registered
Securities of the same series, maturity date, interest rate and original
issue date in authorized denominations for a like aggregate principal
amount.

Unregistered Securities (except for any temporary global
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary global Unregistered Securities) shall be transferable by
delivery.

At the option of the Holder thereof, Registered Securities of
any series (other than a Registered Global Security, except as set forth
below) may be exchanged for a Registered Security or Registered
Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Registered Securities
to be exchanged at the agency of the Issuer that shall be maintained for
such purpose in accordance with Section 3.2 and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. If the
Securities of any series are issued in both registered and unregistered
form, except as otherwise specified pursuant to Section 2.3, at the
option of the Holder thereof, Unregistered Securities of any series may
be exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of
such Unregistered Securities to be exchanged at the agency of the Issuer
that shall be maintained for such purpose in accordance with Section
3.2, with, in the case of Unregistered Securities that have Coupons
attached, all unmatured Coupons and all matured Coupons in default
thereto appertaining, and upon payment, if the Issuer shall so require,
of the charges hereinafter provided. At the option of the Holder
thereof, if Unregistered Securities of any series, maturity date,
interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to
Section 2.3, such Unregistered Securities may be exchanged for
Unregistered Securities of such series having authorized denominations
and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that
shall be maintained for such purpose in accordance with Section 3.2 or
as specified pursuant to Section 2.3, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all
matured Coupons in default thereto appertaining, and upon payment, if
the Issuer shall so require, of the charges hereinafter provided.
Unless otherwise specified pursuant to Section 2.3, Registered
Securities of any series may not be exchanged for Unregistered
Securities of such series. Whenever any Securities are so surrendered
for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. All Securities and Coupons surrendered
upon any exchange or transfer provided for in this Indenture shall be
promptly cancelled and disposed of by the Trustee and the Trustee will
deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of
transfer, exchange, redemption, conversion or payment shall (if so
required by the Issuer or the Trustee) be duly

<PAGE>

endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly
executed by the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service
charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days
next preceding the first mailing of notice of redemption of Securities
of such series to be redeemed or (b) any Securities selected, called or
being called for redemption, in whole or in part, except, in the case of
any Security to be redeemed in part, the portion thereof not so to be
redeemed.

Notwithstanding any other provision of this Section 2.8,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Registered Global Security representing
all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such
nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

If at any time the Depositary for any Registered Securities of
a series represented by one or more Registered Global Securities
notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Registered Securities or if at any time the
Depositary for such Registered Securities shall no longer be eligible
under Section 2.4, the Issuer shall appoint a successor Depositary with
respect to such Registered Securities. If a successor Depositary for
such Registered Securities is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer's election pursuant to Section 2.3 that such
Registered Securities be represented by one or more Registered Global
Securities shall no longer be effective and the Issuer will execute, and
the Trustee, upon receipt of an Officer's Certificate for the
authentication and delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the
Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or
Securities.

The Issuer may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the
form of one or more Registered Global Securities shall no longer be
represented by a Registered Global Security or Securities. In such
event the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of
such series in definitive registered form without Coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of

<PAGE>

the Registered Global Security or Securities representing such
Registered Securities, in exchange for such Registered Global Security
or Securities.

If specified by the Issuer pursuant to Section 2.3 with
respect to Securities represented by a Registered Global Security, the
Depositary for such Registered Global Security may surrender such
Registered Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such
terms as are acceptable to the Issuer and such Depositary. Thereupon,
the Issuer shall execute, and the Trustee shall authenticate and
deliver, without service charge,

(i) to the Person specified by such Depositary a new
Registered Security or Securities of the same series, of any
authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Registered Global Security; and

(ii) to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Registered Global Security and the
aggregate principal amount of Registered Securities authenticated
and delivered pursuant to clause (i) above.

Upon the exchange of a Registered Global Security for
Securities in definitive registered form without coupons, in authorized
denominations, such Registered Global Security shall be cancelled by the
Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form without Coupons issued in exchange for a
Registered Global Security pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the
Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct
the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver such Securities to, or as directed by, the
Persons in whose names such Securities are so registered.

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

Notwithstanding anything herein or in the terms of any series
of Securities to the contrary, none of the Issuer, the Trustee or any
agent of the Issuer or the Trustee (any of which, other than the Issuer,
shall rely on an Officer's Certificate and an Opinion of Counsel) shall
be required to exchange any Unregistered Security for a Registered
Security if such exchange would result in adverse federal income tax
consequences to the Issuer (such as, for example, the inability of the
Issuer to deduct from its income, as computed for federal income tax
purposes, the interest payable on the Unregistered Securities) under
then applicable United States federal income tax laws.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall

<PAGE>

become mutilated, defaced or be destroyed, lost or stolen, the Issuer in
its discretion may execute and, upon the written request of any officer
of the Issuer, the Trustee shall authenticate and deliver a new Security
of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen with Coupons corresponding to the
Coupons appertaining to the Securities so mutilated, defaced, destroyed,
lost or stolen, or in exchange or substitution for the Security to which
such mutilated, defaced, destroyed, lost or stolen Coupon appertained,
with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee
such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the
ownership thereof and in the case of mutilation or defacement shall
surrender the Security and related Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, the
Issuer 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 or
its agent) connected therewith. In case any Security or Coupon which
has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen,
the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without
surrender thereof except in the case of a mutilated or defaced Security
or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee
such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent
of the Issuer or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the
ownership thereof.

Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that
any such Security or Coupon is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Issuer, whether
or not the destroyed, lost or stolen Security or Coupon shall be at any
time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in)
this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the
express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and Coupons
and shall preclude 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.

<PAGE>

SECTION 2.10 Cancellation of Securities; Destruction Thereof.
All Securities and Coupons surrendered for payment (including of the
Change of Control Purchase Price), redemption, registration of transfer,
conversion or exchange, or for credit against any payment in respect of
a sinking or analogous fund, if surrendered to the Issuer or any agent
of the Issuer or the Trustee or any agent of the Trustee, shall be
delivered to the Trustee or its agent for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities
or Coupons shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee or its agent
shall dispose of cancelled Securities and Coupons held by it and deliver
a certificate of disposition to the Issuer. If the Issuer or its agent
shall acquire any of the Securities or Coupons, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness
represented by such Securities or Coupons unless and until the same are
delivered to the Trustee or its agent for cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation
of definitive Securities for any series, the Issuer may execute and the
Trustee shall authenticate and deliver temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in
each case in form satisfactory to the Trustee). Temporary Securities of
any series shall be issuable as Registered Securities without coupons,
or as Unregistered Securities with or without coupons attached thereto,
of any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as
may be determined by the Issuer with the concurrence of the Trustee as
evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be
executed by the Issuer and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect,
as the definitive Securities. Without unreasonable delay, the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Registered Securities of such series may be
surrendered in exchange therefor without charge at each office or agency
to be maintained by the Issuer for that purpose pursuant to Section 3.2
and, in the case of Unregistered Securities, at any agency maintained by
the Issuer for such purpose as specified pursuant to Section 2.3, and
the Trustee shall authenticate and deliver, in exchange for such
temporary Securities of such series, an equal aggregate principal amount
of definitive Securities of the same series having authorized
denominations and, in the case of Unregistered Securities, having
attached thereto any appropriate Coupons. Until so exchanged, the
temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series,
unless otherwise established pursuant to Section 2.3. The provisions of
this Section are subject to any restrictions or limitations on the issue
and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form
of a single global Unregistered Security to be delivered to a depositary
or agency located outside the United States and the procedures pursuant
to which definitive or global Unregistered Securities of such series
would be issued in exchange for such temporary global Unregistered
Security).

<PAGE>

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1 Payment of Principal and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of,
and interest on, each of the Securities of such series (together with
any additional amounts payable pursuant to the terms of such Securities)
and the Change of Control Purchase Price at the place or places, at the
respective times and in the manner provided in such Securities and in
the Coupons, if any, appertaining thereto and in this Indenture. The
interest on Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities)
shall be payable only upon presentation and surrender of the several
Coupons for such interest installments as are evidenced thereby as they
severally mature. If any temporary Unregistered Security provides that
interest thereon may be paid while such Security is in temporary form,
the interest on any such temporary Unregistered Security (together with
any additional amounts payable pursuant to the terms of such Security)
shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of
such interest, in each case subject to any restrictions that may be
established pursuant to Section 2.3. The interest on Registered
Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written
order of the Holders thereof and, at the option of the Issuer, may be
paid by wire transfer or by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as
they appear on the registry books of the Issuer.

SECTION 3.2 Offices for Payments, Etc. So long as any
Registered Securities are authorized for issuance pursuant to this
Indenture or are outstanding hereunder, the Issuer will maintain in the
Borough of Manhattan, The City of New York, an office or agency where
the Registered Securities of each series may be presented for payment,
where the Securities of each series may be presented for exchange as is
provided in this Indenture, where the Securities may be presented for
conversion, and, if applicable, pursuant to Section 2.3 and where the
Registered Securities of each series may be presented for registration
of transfer as provided in this Indenture.

<PAGE>

United States laws and regulations then in effect such payment can be
made without adverse tax consequences to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Unregistered Securities of any series
and Coupons appertaining thereto which are payable in Dollars may be
made at an agency of the Issuer maintained in the Borough of Manhattan,
The City of New York if such payment in Dollars at each agency
maintained by the Issuer outside the United States for payment on such
Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City
of New York, an office or agency where notices and demands to or upon
the Issuer in respect of the Securities of any series, the Coupons
appertaining thereto or this Indenture may be served.

The Issuer will give to the Trustee written notice of the
location of each such office or agency and of any change of location
thereof. In case the Issuer shall fail to maintain any agency required
by this Section to be located in the Borough of Manhattan, The City of
New York, or shall fail to give such notice of the location or of any
change in the location of any of the above agencies, presentations and
demands may be made and notices may be served at the Corporate Trust
Office of the Trustee.

The Issuer may from time to time designate one or more
additional offices or agencies where the Securities of a series and any
Coupons appertaining thereto may be presented for payment, where the
Securities of that series may be presented for exchange, where the
Securities may be presented for conversion, as provided in this
Indenture and pursuant to Section 2.3 and where the Registered
Securities of that series may be presented for registration of transfer
as provided in this Indenture, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain the
agencies provided for in this Section 3.2. The Issuer will give to the
Trustee prompt written notice of any such designation or rescission
thereof.

SECTION 3.3 Appointment to Fill a Vacancy in Office of
Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in
the office of the Trustee, will appoint, in the manner provided in
Section 6.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.

SECTION 3.4 Paying Agents. Whenever the Issuer shall appoint
a paying agent other than the Trustee with respect to the Securities of
any series, it will cause 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,

(a) that it will hold all sums received by it as such agent
for the payment of the principal of or interest on the Securities
of such series (whether such sums have been paid to it by the
Issuer or by any other obligor on the Securities of such series) in
trust for the benefit of the Holders of the Securities of such
series, or Coupons appertaining thereto, if any, or of the Trustee,
and

<PAGE>

(b) that it will give the Trustee notice of any failure by
the Issuer (or by any other obligor on the Securities of such
series) to make any payment of the principal of or interest on the
Securities of such series when the same shall be due and payable.

The Issuer will, on or prior to each due date of the principal
of or interest on the Securities of such series, deposit with the paying
agent a sum sufficient to pay such principal or interest so becoming
due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee of any failure to take such action.

If the Issuer shall act as its own paying agent with respect
to the Securities of any series, it will, on or before each due date of
the principal or Change of Control Purchase Price of or interest on the
Securities of such series, set aside, segregate and hold in trust for
the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee
of any failure to take such action.

Anything in this Section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or
all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such
series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein
contained.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject
to the provisions of Sections 10.3 and 10.4.

SECTION 3.5 Written Statement to Trustee. The Issuer will
deliver to the Trustee on or before [ ] in each year (beginning
with [ ]) an Officer's Certificate (which need not comply with
Section 11.5) stating that in the course of the performance by the
signers of their duties as officers of the Issuer they would normally
have knowledge of any default by the Issuer in the performance of any
covenants contained in this Indenture, stating whether or not they have
knowledge of any such default and, if so, specifying each such default
of which the signers have knowledge and the nature thereof.

SECTION 3.6 Negative Pledge. Neither the Issuer nor any
successor corporation will, or will permit any Subsidiary (as
hereinafter defined) to, create, assume, incur or guarantee any
indebtedness for borrowed money secured by a pledge, lien or other
encumbrance (except for Permitted Liens, as hereinafter defined) on the
Voting Securities of Alex. Brown & Sons Incorporated, a Maryland
corporation and a wholly owned subsidiary of the Issuer, unless the
Issuer shall cause the Securities to be secured equally and ratably with
(or, at the Issuer's option, prior to) any indebtedness secured thereby.
"Subsidiary" means any corporation, partnership or other entity of which
at the time of determination the Issuer owns or controls directly or
indirectly more than 50% of the shares of Voting Securities or

<PAGE>

or equivalent interest. "Permitted Liens" means liens for taxes or
assessments or governmental charges or levies not then due and delinquent
or the validity of which is being contested in good faith or which are less
than $1,000,000 in amount, liens created by or resulting from any litigation
or legal proceeding which is currently being contested in good faith by
appropriate proceedings or which involves claims of less than $1,000,000,
deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and
such other liens as the Board of Directors of the Issuer determines do not
materially detract from or interfere with the present value or control of the
Voting Securities subject thereto or affected thereby.

SECTION 3.7 Luxembourg Publications. In the event of the
publication of any notice pursuant to Section 5.11, 6.8, 6.10(a), 6.11,
8.2, 10.4, 12.2 or 12.5, the party making such publication in the
Borough of Manhattan, The City of New York and London shall also, to the
extent that notice is required to be given to Holders of Securities of
any series by applicable Luxembourg law or stock exchange regulation, as
evidenced by an Officer's Certificate delivered to such party, make a
similar publication in Luxembourg.

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names
and Addresses of Securityholders. The Issuer and any other obligor on
the Securities covenant and agree that they will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of the
Registered Securities of each series:

(a) semiannually and not more than 15 days after each record
date for the payment of interest on such Registered Securities, as
hereinabove specified, as of such record date and on dates to be
determined pursuant to Section 2.3 for non-interest bearing
Registered Securities in each year, and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuer of any such
request as of a date not more than 15 days prior to the time such
information is furnished,

provided that, if and so long as the Trustee shall be the Security
registrar for such series and all of the Securities of any series are
Registered Securities, such list shall not be required to be furnished.

<PAGE>

in the most recent list furnished to it as provided in Section 4.1, (ii)
received by it in the capacity of Security registrar for such series, if
so acting, and (iii) filed with it within two preceding years pursuant
to subsection 4.4(c)(ii). The Trustee may destroy any list furnished to
it as provided in Section 4.1 upon receipt of a new list so furnished.

(b) In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish
to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in
which case the applicants must all hold Securities of such series) or
with Holders of all Securities with respect to their rights under this
Indenture or under such Securities and such application is accompanied
by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election,
either

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

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

If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written request
of such applicants, mail to each Securityholder of such series or all
Holders of Registered Securities, as the case may be, whose name and
address appears in the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this Section 4.2 a
copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee
of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days
after such tender, the Trustee shall mail to such applicants and file
with the Commission together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of
Registered Securities of such series or of all Registered Securities, as
the case may be, or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections
so sustained have been met, and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the

<PAGE>

renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

(c) Each and every Holder of Securities and Coupons, by
receiving and holding the same, agrees with the Issuer and the Trustee
that neither the Issuer nor the Trustee nor any agent of the Issuer or
the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of
Securities in accordance with the provisions of subsection (b) of this
Section, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under such subsection
(b).

SECTION 4.3 Reports by Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer
is required to file the same with the Commission, copies of the
annual reports and of the information, documents, and other reports
(or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations
prescribe) which the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or if the Issuer 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 rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic
information, documents, and reports which may be required pursuant
to Section 13 of the Securities Exchange Act of 1934, in respect of
a debt security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations;

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

(c) to transmit by mail to the Holders of Securities within
30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in Section 4.4(c), such summaries of any
information, documents and reports required to be filed by the
Issuer pursuant to subsections (a) and (b) of this Section as may
be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission.

SECTION 4.4 Reports by Trustee. (a) Within 60 days after
[ ] of each year commencing with the year 1995, the Trustee shall
transmit by mail to the Holders of Securities, as provided in subsection
(c) of this Section, a brief report dated as of such [ ] with
respect to:

<PAGE>

(i) its eligibility under Section 6.9 and its qualification
under Section 6.8, on in lieu thereof, if to the best of its
knowledge it has continued to be eligible and qualified under such
Sections, a written statement to such effect;

(ii) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) which remain unpaid
on the date of such report and for the reimbursement of which it
claims or may claim a lien or charge, prior to that of the
Securities of any series, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to report such advances if such advances
so remaining unpaid aggregate not more than 1/2 of 1% of the
principal amount of the Securities of any series Outstanding on the
date of such report;

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

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

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

(vi) any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously
reported and which in its opinion materially affects the
Securities, except action in respect of a default, notice of which
has been or is to be withheld by it in accordance with the
provisions of Section 5.11.

(b) The Trustee shall transmit to the Securityholders of
each series, as provided in subsection (c) of this Section, a brief
report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee, as such, since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section
(or if no such report has yet been so transmitted, since the date of
this Indenture) for the reimbursement of which it claims or may claim a
lien or charge prior to that of the Securities of such series on
property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the
Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of Securities of such series Outstanding at such time,
such report to be transmitted within 90 days after such time.

<PAGE>

(i) to all Holders of Registered Securities, as the names
and addresses of such Holders appear upon the registry books of the
Issuer;

(ii) to such other Holders of Securities as have, within two
years preceding such transmission, filed their names and addresses
with the Trustee for that purpose; and

(iii) except in the case of reports pursuant to subsection
(b), to each Holder of a Security whose name and address are
preserved at the time by the Trustee as provided in Section 4.2(a).

(d) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed
by the Trustee with each stock exchange upon which the Securities of any
applicable series are listed and also with the Commission. The Issuer
agrees to notify the Trustee with respect to any series when and as the
Securities of such series become admitted to trading on any national
securities exchange.

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration of
Maturity; Waiver of Default. "Event of Default" with respect to
Securities of any series wherever used herein, means each one of the
following events which shall have occurred and be continuing (whatever
the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(a) default in the payment of any installment of interest
upon any of the Securities of such series as and when the same shall
become due and payable, and continuance of such default for a period
of 30 days; or

(b) default in the payment of all or any part of the principal
or Change of Control Purchase Price of any of the Securities of such
series as and when the same shall become due and payable either at
maturity, upon any redemption, by declaration or otherwise; or

<PAGE>

with) or in this Indenture contained for a period of 60 days after
the date on which written notice specifying such failure, stating
that such notice is a "Notice of Default" hereunder and demanding
that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, to the Issuer by the
Trustee, or to the Issuer and the Trustee by the holders of at least
25% in aggregate principal amount of the Outstanding Securities of
all series affected thereby; or

(d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Issuer or for any substantial part of its
property or ordering the winding up or liquidation of its affairs,
and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

(e) the Issuer shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief
in an involuntary case under any such law, or consent to the
appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer or for any substantial part of its property, or make any
general assignment for the benefit of creditors; or

(f) failure by the Issuer to make any payment at maturity,
including any applicable grace period, in respect of indebtedness,
which term as used herein means obligations (other than the
Securities of such series or non-recourse obligations) of, or
guaranteed or assumed by, the Issuer for borrowed money or evidenced
by bonds, debentures, notes or other similar instruments
("Indebtedness") in an amount in excess of $10,000,000 or the
equivalent thereof in any other currency or composite currency and
such failure shall have continued for a period of 30 days after
written notice thereof shall have been given by registered or
certified mail, return receipt requested, to the Issuer by the
Trustee, or to the Issuer and the Trustee by the holders of not less
than 25% in aggregate principal amount of the Outstanding Securities
(treated as one class); or

(g) a default with respect to any Indebtedness, which default
results in the acceleration of Indebtedness in an amount in excess
of $10,000,000 or the equivalent thereof in any other currency or
composite currency without such Indebtedness having been discharged
or such acceleration having been cured, waived, rescinded or
annulled for a period of 30 days after written notice thereof shall
have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the
Trustee by the holders of not less than 25% in aggregate principal
amount of the Outstanding Securities (treated as one class); or

<PAGE>

(h) any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the
form of Security for such series;

provided that, if any such failure, default or acceleration referred to
in clauses (f) or (g) above shall cease or be cured, waived, rescinded
or annulled, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon cured.

If an Event of Default described in clause (a), (b), (c) or (h)
(if the Event of Default under clause (c) or (h), as the case may be, is
with respect to less than all series of Securities then Outstanding)
occurs and is continuing, then, and in each and every such case, except
for any series of Securities the principal of which 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 each such
affected series then Outstanding hereunder (voting as a single class) by
notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the
Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of all such affected series,
and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration, the same shall become
immediately due and payable. If an Event of Default described in clause
(c) or (h) (if the Event of Default under clause (c) or (h), as the case
may be, is with respect to all series of Securities then Outstanding),
(d), (e), (f) or (g) occurs and is continuing, then and in each and
every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all the Securities then
Outstanding hereunder (treated as one class), by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare
the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities then Outstanding, and interest
accrued thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition
that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may
be specified in the terms thereof) of the Securities of any series (or
of all the Securities, as the case may be) 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 Issuer shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the
Securities of each such series (or of all the Securities, as the case
may be) and the principal and Change of Control Purchase Price of any
and all Securities of each such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of
such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series (or at the respective rates
of interest or Yields to

<PAGE>

Maturity of all the Securities, as the case may be) to the date of such
payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee and each predecessor Trustee, its
agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith, and if any and
all Events of Default under the Indenture, other than the non-payment of
the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein
- -- then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series or of all the
Securities, in each case voting as a single class, then Outstanding, by
written notice to the Issuer and to the Trustee, may waive all defaults
with respect to each such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any
right consequent thereon.

For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions
hereof, then, from and after such declaration, unless such declaration
has been rescinded and annulled, the principal amount of such Original
Issue Discount Securities shall be deemed, for all purposes hereunder,
to be such portion of the principal thereof as shall be due and payable
as a result of such acceleration, and payment of such portion of the
principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Issuer covenants that (a) in case default shall be made
in the payment of any installment of interest on any of the Securities
of any series when such interest shall have become due and payable, and
such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal
of any of the Securities of any series when the same shall have become
due and payable, whether upon maturity of the Securities of such series
or upon any redemption or by declaration or otherwise -- then upon
demand of the Trustee, the Issuer will pay to the Trustee for the
benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such
series, and such Coupons, for principal or interest, as the case may be
(with interest to the date of such payment upon the overdue principal
and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents,
attorneys and counsel, and any expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee except as
a result of its negligence or bad faith.

<PAGE>

Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest on the Securities of any series to the
registered Holders, whether or not the Securities of such series be
overdue.

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

In case there shall be pending proceedings relative to the
Issuer or any other obligor upon the Securities under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of
the Issuer or its property or such other obligor, or in the case of any
other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the
Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount
of principal and interest (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and
unpaid in respect of the Securities of any series, and to file such
other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee,
and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except
as a result of negligence or bad faith) and of the Securityholders
allowed in any judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the
Issuer or such other obligor;

(b) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of the Securities of any series in any
election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable
proceedings; and

(c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all
amounts received with respect to

<PAGE>

the claims of the Securityholders and of the Trustee on their
behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders
to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as
a result of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of any series or the
rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.

All rights of action and of asserting claims under this
Indenture, or under any of the Securities of any series or Coupons
appertaining to such Securities, may be enforced by the Trustee without
the possession of any of the Securities of such series or Coupons
appertaining to such Securities or the production thereof on any trial
or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the
Trustee, each predecessor Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the
Securities or Coupons appertaining to such Securities in respect of
which such action was taken.

In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party) the Trustee shall be
held to represent all the Holders of the Securities or Coupons
appertaining to such Securities with respect to which such action was
taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any
such proceedings.

SECTION 5.3 Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any series 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 interest, upon presentation of the several Securities and Coupons
appertaining to such Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially
paid, or upon surrender thereof if fully paid:

<PAGE>

FIRST: To the payment of costs and expenses applicable to such
series in respect of which monies have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee
and their respective agents and attorneys and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith;

SECOND: In case the principal of the Securities of such series
in respect of which moneys have been collected shall not have become
and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of
the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made
ratably to the persons entitled thereto, without discrimination or
preference;

THIRD: In case the principal or Change of Control Purchase
Price of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid
upon all the Securities of such series for principal, Change of
Control Purchase Price and interest, with interest upon the overdue
principal or Change of Control Purchase Price, and (to the extent
that such interest has been collected by the Trustee) upon overdue
installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so
due and unpaid upon the Securities of such series, then to the
payment of such principal or Change of Control Purchase Price and
interest or Yield to Maturity, without preference or priority of
principal or Change of Control Purchase Price over interest or Yield
to Maturity, or of interest or Yield to Maturity over principal or
Change of Control Purchase Price, or of any installment of interest
over any other installment of interest, or of any Security of such
series over any other Security of such series, ratably to the
aggregate of such principal, Change of Control Purchase Price and
accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer
or any other person lawfully entitled thereto.

SECTION 5.4 Suits for Enforcement. In case an Event of
Default has occurred, has not been waived and is continuing, the Trustee
may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such
rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

<PAGE>

SECTION 5.5 Restoration of Rights on Abandonment of
Proceedings. In case the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then, and in every such case, the Issuer and
the Trustee shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

SECTION 5.6 Limitations on Suits by Securityholders. No
Holder of any Security of any series or of any Coupon appertaining
thereto shall have any right by virtue or by availing of any provision
of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to
this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of each affected series then
Outstanding (treated as a single class) shall have made written request
upon the Trustee to institute such action or proceedings in its own name
as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60
days after its receipt of such notice, request and offer of indemnity
shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given
to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of
every Security or Coupon with every other taker and Holder and the
Trustee, that no one or more Holders of Securities of any series or
Coupons appertaining to such Securities shall have any right in any
manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities or Coupons appertaining to 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 the applicable series and Coupons
appertaining to such Securities. 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 5.7 Unconditional Right of Securityholders to
Institute Certain Suits. Notwithstanding any other provision in this
Indenture and any provision of any Security, the right of any Holder of
any Security or Coupon to receive payment of the principal of, Change of
Control Purchase Price and interest on such Security or Coupon on or
after the respective due dates expressed in such Security or Coupon, or
to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the
consent of such Holder.

SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 5.6, no right or
remedy herein conferred

<PAGE>

upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder of
Securities or Coupons 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
Event of Default or an acquiescence therein; and, subject to Section
5.6, every power and remedy given by this Indenture or by law to the
Trustee or to the Holders of Securities or Coupons may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee
or by the Holders of Securities or Coupons.

SECTION 5.9 Control by Holders of Securities. The Holders of
a majority in aggregate principal amount of the Securities of each
series affected (with all such series voting as a single class) at the
time Outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series by this Indenture; provided
that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject
to the provisions of Section 6.1) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may
not lawfully be taken or if the Trustee in good faith by its board of
directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability
or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being
understood that (subject to Section 6.1) the Trustee shall have no duty
to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee
in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by
Securityholders.

<PAGE>

each Security affected. In the case of any such waiver, the Issuer, the
Trustee and the Holders of all such Securities 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.

Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured, and not to
have occurred for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

SECTION 5.11 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any
series, give notice of all defaults with respect to that series known to
the Trustee (i) if any Unregistered Securities of that series are then
Outstanding, to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and at least once in an Authorized Newspaper in London (and, if required
by Section 3.7, at least once in an Authorized Newspaper in Luxembourg)
and (ii) to all Holders of Securities of such series in the manner and
to the extent provided in Section 4.4(c), unless in each case such
defaults shall have been cured before the mailing or publication of such
notice (the term "defaults" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided that,
except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of
any sinking fund installment on such series, the Trustee shall be
protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of
the Securityholders of such series.

SECTION 5.12 Right of Court to Require Filing of Undertaking
to Pay Costs. All parties to this Indenture agree, and each Holder of
any Security or Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys'
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 of any series holding in the aggregate more
than 10% in aggregate principal amount of the Securities of such series,
or, in the case of any suit relating to or arising under clause (c) or
(h) of Section 5.1 (if the suit relates to Securities of more than one
but less than all series), 10% in aggregate principal amount of
Securities then Outstanding and affected thereby, or in the case of any
suit relating to or arising under clause

<PAGE>

(c) or (h) (if the suit under clause (c) or (h) relates to all the
Securities then Outstanding), (d), (e), (f) or (g) of Section 5.1, 10%
in aggregate principal amount of all Securities then Outstanding, or to
any suit instituted by any Securityholder for the enforcement of the
payment of the principal of or interest on any Security on or after the
due date expressed in such Security or any date fixed for redemption.

ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an
Event of Default with respect to the Securities of a particular series
and after the curing or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture.
In case an Event of Default with respect to the Securities of a series
has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to such series of Securities such of the rights
and powers vested in it by this Indenture, and shall 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.

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

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

(i) the duties and obligations of the Trustee with
respect to the Securities of any series shall be determined
solely by the express provisions of this Indenture, and the
Trustee shall not be liable 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 conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such statements,
certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this
Indenture;

<PAGE>

(b) 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; and

(c) 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 pursuant to Section 5.9
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.

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 shall be
reasonable ground for believing that the repayment of such funds or
adequate indemnity against such liability is not reasonably assured to
it.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section
6.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate or
any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon,
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 Issuer
mentioned herein shall be sufficiently evidenced by an Officer's
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the secretary or an
assistant secretary of the Issuer;

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

(d) the Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders pursuant
to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

<PAGE>

(f) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, 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, appraisal, bond, debenture, note, coupon, security, or
other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of
the Securities of all series affected then Outstanding; provided
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 expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer 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 not regularly in its employ and the
Trustee shall not be responsible for any misconduct or negligence on
the part of any such agent or attorney appointed with due care by it
hereunder.

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition
of Securities or Application of Proceeds Thereof. The recitals
contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Issuer, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the
Issuer of any of the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities or Coupons;
Collections, Etc. The Trustee or any agent of the Issuer or the
Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities or Coupons with the same rights it would have
if it were not the Trustee or such agent and, subject to Sections 6.8
and 6.13, may otherwise deal with the Issuer and receive, collect, hold
and retain collections from the Issuer with the same rights it would
have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the provisions
of Section 10.4 hereof, all moneys received by the Trustee shall, until
used or applied as provided herein, 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 mandatory provisions of law.
Neither the Trustee nor any agent of the Issuer or the Trustee shall be
under any liability for interest on any moneys received by it hereunder.

<PAGE>

SECTION 6.6 Compensation and Indemnification of Trustee and
Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the
Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Issuer also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending
itself against or investigating any claim of liability in the premises.
The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim 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 or Coupons, and the Securities are
hereby subordinated to such senior claim.

SECTION 6.7 Right of Trustee to Rely on Officer's Certificate,
Etc. Subject to Sections 6.1 and 6.2, whenever in the administration of
the trusts 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 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 Officer's
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 by
it under the provisions of this Indenture upon the faith thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests.
(a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section, it shall, within 90 days after ascertaining
that it has such conflicting interest, either eliminate such conflicting
interest or resign in the manner and with the effect specified in this
Indenture.

(b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, the Trustee shall,
within 10 days after the expiration of such 90-day period transmit by
mail notice of such failure to the Securityholders in the manner and to
the extent required by Section 4.4(c) and, if any Unregistered
Securities are then Outstanding, shall publish notice of such failure at
least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York and at least once in an Authorized

<PAGE>

Newspaper in London (and, if required by Section 3.7, at least once in
an Authorized Newspaper in Luxembourg).

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

(i) the Trustee is trustee under this Indenture with respect
to the Outstanding Securities of any other series or is a trustee
under another indenture under which any other securities, or
certificates of interest or participation in any other securities,
of the Issuer are outstanding, unless such other indenture is a
collateral trust indenture under which the only collateral consists
of Securities issued under this Indenture; provided that there shall
be excluded from the operation of this paragraph this Indenture with
respect to the Securities of any other series and there shall also
be so excluded any other indenture or indentures under which other
securities, or certificates of interest or participation in other
securities, of the Issuer are outstanding if (i) this Indenture is
and, if applicable, this Indenture and any series issued pursuant to
this Indenture and such other indenture or indentures are wholly
unsecured, and such other indenture or indentures are hereafter
qualified under the Trust Indenture Act of 1939, unless the
Commission shall have found and declared by order pursuant to
Section 305(b) or Section 307(c) of the Trust Indenture Act of 1939
that differences exist between the provisions of this Indenture with
respect to Securities of such series and one or more other series,
or the provisions of this Indenture and the provisions of such other
indenture or indentures which are so likely to involve a material
conflict of interest as to make it necessary in the public interest
or for the protection of investors to disqualify the Trustee from
acting as such under this Indenture with respect to Securities of
such series and such other series, or under this Indenture or such
other indenture or indentures, or (ii) the Issuer shall have
sustained the burden of proving, on application to the Commission
and after opportunity for hearing thereon, that trusteeship under
this Indenture with respect to Securities of such series and such
other series, or under this Indenture and such other indenture or
indentures is not so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as
such under this Indenture with respect to Securities of such series
and such other series, or under this Indenture and such other
indentures;

(ii) the Trustee or any of its directors or executive officers
is an obligor upon the Securities of any series issued under this
Indenture or an underwriter for the Issuer;

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

(iv) the Trustee or any of its directors or executive officers
is a director, officer, partner, employee, appointee, or
representative of the Issuer, or of an

<PAGE>

underwriter (other than the Trustee itself) for the Issuer who is
currently engaged in the business of underwriting, except that (x)
one individual may be a director or an executive officer, or both,
of the Trustee and a director or an executive officer, or both, of
the Issuer, but may not be at the same time an executive officer of
both the Trustee and the Issuer; (y) if and so long as the number of
directors of the Trustee in office is more than nine, one additional
individual may be a director or an executive officer, or both, of
the Trustee and a director of the Issuer; and (z) the Trustee may be
designated by the Issuer or by any underwriter for the Issuer to act
in the capacity of transfer agent, registrar, custodian, paying
agent, fiscal agent, escrow agent, or depositary, or in any other
similar capacity, or, subject to the provisions of subsection (c)(i)
of this Section, to act as trustee, whether under an indenture or
otherwise;

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

(vi) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, (x) 5% or
more of the voting securities or 10% or more of any other class of
security of the Issuer, not including the Securities issued under
this Indenture and securities issued under any other indenture under
which the Trustee is also trustee, or (y) 10% or more of any class
of security of an underwriter for the Issuer;

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

(viii) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, 10% or
more of any class of security of any person who, to the knowledge of
the Trustee, owns 50% or more of the voting securities of the
Issuer; or

<PAGE>

of an estate which included them, the provisions of the preceding
sentence shall not apply, for a period of two years from the date of
such acquisition, to the extent that such securities included in
such estate do not exceed 25% of such voting securities or 25% of
any such class of security. Promptly after [ ] in each
calendar year, the Trustee shall make a check of its holdings of
such securities in any of the above-mentioned capacities as of such
[ ]. If the Issuer fails to make payment in full of principal
of or interest on any of the Securities when and as the same becomes
due and payable, and such failure continues for 30 days thereafter,
the Trustee shall make a prompt check of its holdings of such
securities in any of the above-mentioned capacities as of the date
of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph, all such
securities so held by the Trustee, with sole or joint control over
such securities vested in it, shall, but only so long as such
failure shall continue, be considered as though beneficially owned
by the Trustee for the purposes of subsections (c)(vi), (vii) and
(viii) of this Section.

The specification of percentages in subsections (c)(v) to (ix)
inclusive of this Section shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of subsection (c)(iii) or (vii) of this Section.

For the purposes of subsections (c)(vi), (vii), (viii) and (ix)
of this Section, only,

(i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but
shall not include any note or other evidence of indebtedness issued
to evidence an obligation to repay moneys lent to a person by one or
more banks, trust companies, or banking firms, or any certificate of
interest or participation in any such note or evidence of
indebtedness;

(ii) an obligation shall be deemed to be in default when a
default in payment of principal shall have continued for 30 days or
more and shall not have been cured; and

(iii) the Trustee shall not be deemed to be the owner or
holder of (x) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as
defined in clause (ii) above, or (y) any security which it holds as
collateral security under this Indenture, irrespective of any
default hereunder, or (z) any security which it holds as agent for
collection, or as custodian, escrow agent, or depositary, or in any
similar representative capacity.

<PAGE>

contract, voting trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas or other mineral
rights, or, in general, any interest or instrument commonly known as a
"security", or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase, any of the foregoing.

(d) For purposes of this Section:

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

(ii) the term "director" shall mean any director of a
corporation or any individual performing similar functions with
respect to any organization whether incorporated or unincorporated;

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

(iv) the term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security
issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the
direction or management of the affairs of a person;]

(v) the term "Issuer" shall mean any obligor upon the
Securities; and

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

<PAGE>

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

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

(ii) a specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities
of the class outstanding;

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

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

(A) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;

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

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

(D) securities held in escrow if placed in escrow by the
issuer thereof;

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

<PAGE>

different classes; and provided further that, in the case of
unsecured evidences of indebtedness, differences in the interest
rates or maturity dates thereof shall not be deemed sufficient to
constitute them securities of different classes, whether or not they
are issued under a single indenture.

SECTION 6.9 Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United
States of America or of any state or the District of Columbia having a
combined capital and surplus of at least $5,000,000, and which is
authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal, state or District of
Columbia authority. Such corporation shall have its principal place of
business in the Borough of Manhattan, The City of New York if there be
such a corporation in such location willing to act upon reasonable and
customary terms and conditions. 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. 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 6.10.

SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all
series of Securities by giving written notice of resignation to the
Issuer and (i) if any Unregistered Securities of a series affected are
then Outstanding, by giving notice of such resignation to the Holders
thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.7, at
least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section
4.4(c)(ii) at such addresses as were so furnished to the Trustee and
(iii) by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If
no successor trustee shall have been so appointed with respect to any
series 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, or
any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject
to the provisions of Section 5.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor trustee. Such court may

<PAGE>

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

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

(i) the Trustee shall fail to comply with the provisions of
Section 6.8 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been
a bona fide Holder of a Security or Securities of such series for at
least six months; or

(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.9 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with

respect to any series of Securities, or shall be adjudged a bankrupt
or insolvent, or a receiver or liquidator of the Trustee or of its
property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect
to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order
of the Board of Directors of the Issuer, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 5.12, any
Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. 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 each series at the time Outstanding may at any time
remove the Trustee with respect to Securities of such series and appoint
a successor trustee with respect to the Securities of such series by
delivering to the Trustee so removed, to the successor trustee so
appointed and to the Issuer the evidence provided for in Section 7.1 of
the action in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor trustee with respect to
such series pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall
execute and deliver to the Issuer

<PAGE>

and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor
trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder,
with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Issuer or of
the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.4, pay over to the
successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee
all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing
to act shall, nevertheless, retain a prior claim upon all property or
funds held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the
predecessor Trustee and each successor trustee with respect to the
Securities of any applicable series, shall execute and deliver an
indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and
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 and that each such trustee shall
be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.11 unless at the
time of such acceptance such successor trustee shall be qualified under
the provisions of Section 6.8 and eligible under the provisions of
Section 6.9.

<PAGE>

addresses as they shall appear on the registry books. If the acceptance
of appointment is substantially contemporaneous with the resignation,
then the notice called for by the preceding sentence may be combined
with the notice called for by Section 6.10. If the Issuer fails to
give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Issuer.

SECTION 6.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. 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 6.8 and eligible under the provisions of
Section 6.9, 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 at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of
any predecessor Trustee and deliver such Securities so authenticated;
and, in case at that time any of the Securities of any series shall not
have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in
the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the
certificate of the Trustee shall have; provided that the right to adopt
the certificate of authentication of any predecessor Trustee or to
authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

SECTION 6.13 Preferential Collection of Claims Against the
Issuer. (a) Subject to the provisions of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Issuer within four months prior to a default, as
defined in subsection (c) of this Section, or subsequent to such a
default, then, unless and until such default shall be cured, the Trustee
shall set apart and hold in a special account for the benefit of the
Trustee individually, the Holders of the Securities and the holders of
other indenture securities (as defined in this Section):

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

<PAGE>

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

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

(A) to retain for its own account (i) payments made on account
of any such claim by any person (other than the Issuer) who is
liable thereon, (ii) the proceeds of the bona fide sale of any such
claim by the Trustee to a third person, and (iii) distributions made
in cash, securities or other property in respect of claims filed
against the Issuer in bankruptcy or receivership or in proceedings
for reorganization pursuant to Title 11 of the United States Code or
applicable state law;

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

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

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

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

<PAGE>

Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or
applicable state law, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Issuer of the funds and property in such
special account and before crediting to the respective claims of the
Trustee, such Securityholders and the Holders of other indenture
securities dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11
of the United States Code or applicable state law, but after crediting
thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in
this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11
of the United States Code or applicable state law, whether such
distribution is made in cash, securities or other property, but shall
not include any such distribution with respect to the secured portion,
if any, of such claim. The court in which such bankruptcy, receivership
or proceeding for reorganization is pending shall have jurisdiction (i)
to apportion between the Trustee, such Securityholders and the Holders
of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee,
such Securityholders and the Holders of other indenture securities with
respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

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

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

<PAGE>

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

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

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

(4) an indebtedness created as a result of services rendered
or premises rented or an indebtedness created as a result of goods
or securities sold in a cash transaction as defined in subsection
(c)(3) below;

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

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c)(4) of this Section.

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

(2) the term "other indenture securities" shall mean
securities upon which the Issuer is an obligor (as defined in the
Trust Indenture Act of 1939) outstanding under any other indenture
(i) under which the Trustee is also trustee, (ii) which contains
provisions substantially similar to the provisions of subsection (a)
of this Section, and (iii) under which a default exists at the time
of the apportionment of the funds and property held in said special
account;

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

<PAGE>

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

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

SECTION 6.14 Appointment of Authenticating Agent. As long as
any Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an
authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of the Trustee to authenticate Securities,
including Securities issued upon exchange, registration of transfer,
partial redemption or pursuant to Section 2.9. Securities of each such
series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of
any series by the Trustee or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent for
such series and a Certificate of Authentication executed on behalf of
the Trustee by such Authenticating Agent. Such Authenticating Agent
shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any state, authorized
under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000 (determined as provided in
Section 6.9 with respect to the Trustee) and subject to supervision or
examination by federal or state authority.

Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to
which any Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency business of any Authenticating Agent,
shall continue to be the Authenticating Agent with respect to all series
of Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at
any time, and if it shall cease to be eligible shall, resign by giving
written notice of resignation to the Trustee and to the Issuer.

<PAGE>

shall provide notice of such appointment to all Holders of Securities of
such series in the manner and to the extent provided in Section 11.4.
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. The Issuer agrees to pay to
the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series
shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

Sections 6.2, 6.3, 6.4, 6.6, 6.9 and 7.3 shall be applicable to
any Authenticating Agent.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a
specified percentage in principal amount of the Securityholders of any
or all series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified
percentage of Securityholders in person or by agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action
shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this
Article Seven.

SECTION 7.2 Proof of Execution of Instruments and of Holding
of Securities. Subject to Sections 6.1 and 6.2, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in
the following manner:

<PAGE>

certificate shall be deemed by the Trustee to be satisfactory. Each
such certificate shall be dated and shall state that on the date
thereof a Security of such series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such
certificate. Any such certificate may be issued in respect of one
or more Unregistered Securities of one or more series specified
therein. The holding by the person named in any such certificate of
any Unregistered Securities of any series specified therein shall be
presumed to continue for a period of one year from the date of such
certificate unless at the time of any determination of such holding
(1) another certificate bearing a later date issued in respect of
the same Securities shall be produced, or (2) the Security of such
series specified in such certificate shall be produced by some other
person, or (3) the Security of such series specified in such
certificate shall have ceased to be Outstanding. Subject to
Sections 6.1 and 6.2, the fact and date of the execution of any such
instrument and the amount and numbers of Securities of any series
held by the person so executing such instrument and the amount and
numbers of any Security or Securities for such series may also be
proven in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee for such series or in any other
manner which the Trustee for such series may deem sufficient.

(b) In the case of Registered Securities, the ownership of
such Securities shall be proved by the Security register or by a
certificate of the Security registrar.

SECTION 7.3 Holders to Be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat
the person in whose name any Security shall be registered upon the
Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of
receiving payment of or on account of the principal, Change of Control
Purchase Price and, subject to the provisions of this Indenture,
interest on such Security and for all other purposes; and neither the
Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon as the absolute owner
of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other
purposes and neither the Issuer, the Trustee, nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such
Unregistered Security or Coupon.

<PAGE>

indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities
with respect to which such determination is being made 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 which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect
to such Securities and that the pledgee is not the Issuer or any other
obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control
with the Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such
advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for
the account of any of the above-described persons; and, subject to
Sections 6.1 and 6.2, the Trustee shall be entitled to accept such
Officer's Certificate as conclusive evidence of the facts set
forth therein and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection
with such action, any Holder of a Security the serial number of which is
shown by the evidence to be included among the serial numbers of the
Securities the Holders of which have consented to such action may, by
filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, 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 Securities issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any
notation in regard thereto is made upon any such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

<PAGE>

the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
the execution thereof) for one or more of the following purposes:

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

(b) to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations
of the Issuer pursuant to Article Nine;

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

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which
may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to make any other
provisions as the Issuer may deem necessary or desirable, provided
that no such action shall adversely affect the interests of the
Holders of the Securities or Coupons;

(e) to establish the form or terms of Securities of any
series or of the Coupons appertaining to such Securities as
permitted by Sections 2.1 and 2.3;

(f) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Section 6.11; and

(g) to provide for the terms and conditions of conversion into
Common Stock of the Securities of any series which are convertible
into Common Stock, if different from those set forth in Article
Fourteen.

<PAGE>

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the
provisions of Section 8.2.

SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article
Seven) of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of all series affected
by such supplemental indenture (voting as one class), the Issuer, when
authorized by a resolution of its Board of Directors (which resolution
may provide general terms or parameters for such action and may provide
that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act
of 1939 as in force at the date of execution thereof) for the purpose of
adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of
each such series or of the Coupons appertaining to such Securities;
provided that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or
reduce any amount payable on redemption thereof, or make the principal
thereof (including any amount in respect of original issue discount), or
interest thereon payable in any coin or currency other than that
provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount thereof
provable in bankruptcy pursuant to Section 5.2, or alter the provisions
of Section 11.11 or 11.12 or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder, in each case without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of
Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the
Holders of each Security so affected.

<PAGE>

provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series or of the Coupons
appertaining to such Securities.

Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide
general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order) certified by the secretary or an assistant
secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with
the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

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

Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to the provisions of this Section,
the Trustee shall give notice thereof (i) to the Holders of then
Outstanding Registered Securities of each series affected thereby, by
mailing a notice thereof by first-class mail to such Holders at their
addresses as they shall appear on the Security register, (ii) if any
Unregistered Securities of a series affected thereby are then
Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing a
notice thereof by first-class mail to such Holders at such addresses as
were so furnished to the Trustee and (iii) if any Unregistered
Securities of a series affected thereby are then Outstanding, to all
Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and at least once in an Authorized Newspaper in London (and, if required
by Section 3.7, at least once in an Authorized Newspaper in Luxembourg),
and in each case such notice shall set forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to
give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions
hereof, this Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the
Trustee, the Issuer and the Holders of Securities of each series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

<PAGE>

SECTION 8.4 Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an
Officer's Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant to this Article 8
complies with the applicable provisions of this Indenture.

SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions
of this Article Eight may bear a notation in form approved by the Trustee for
such series as to any matter provided for by such supplemental indenture
or as to any action taken by Securityholders. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the Board of Directors, to
any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Issuer, authenticated by the Trustee
and delivered in exchange for the Securities of such series then
outstanding.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions. The Issuer covenants that it
will not merge or consolidate with any other person or sell, lease or
convey all or substantially all of its assets to any other person,
unless (i) either the Issuer shall be the continuing corporation, or the
successor corporation or the person which acquires by sale, lease or
conveyance substantially all the assets of the Issuer (if other than the
Issuer) shall be a corporation organized under the laws of the United
States of America or any state thereof or the District of Columbia and
shall expressly assume the due and punctual payment of the principal of
and interest on all the Securities and Coupons, if any, according to
their tenor, and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, by supplemental indenture satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and
(ii) the Issuer, such person or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or
such sale, lease or conveyance, be in default in the performance of any
such covenant or condition.

<PAGE>

the Trustee shall authenticate and shall deliver any Securities together
with any Coupons appertaining thereto which previously shall have been
signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All of the Securities so issued together with any Coupons
appertaining thereto shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of
such Securities had been issued at the date of the execution hereof.

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

In the event of any such sale or conveyance (other than a
conveyance by way of lease) the Issuer or any successor corporation
which shall theretofore have become such in the manner described in this
Article Nine shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be liquidated and dissolved.

SECTION 9.3 Opinion of Counsel Delivered to Trustee. The
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive
an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture. (A)
If at any time (a) the Issuer shall have paid or caused to be paid the
principal of and interest on all the Securities of any series
Outstanding hereunder and all unmatured Coupons appertaining thereto
(other than Securities of such series and Coupons appertaining thereto
which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.9) as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the
Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than
any Securities of such series and Coupons appertaining thereto which
shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) or (c) in the case of any
series of Securities where the exact amount (including the currency of
payment) of principal of and interest due on which can be determined at
the time of making the deposit referred to in clause (ii) below, (i) all
the Securities of such series and all unmatured Coupons appertaining
thereto 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

<PAGE>

for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and (ii) the Issuer
shall have irrevocably deposited or caused to be deposited with the
Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance
with Section 10.4) or, in the case of any series of Securities the
payments on which may only be made in Dollars, direct obligations of the
United States of America, backed by its full faith and credit ("U.S.
Government Obligations"), maturing as to principal and interest at such
times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal
and interest on all Securities of such series and Coupons appertaining
thereto on each date that such principal or interest is due and payable
and (B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case,
the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer, then this Indenture shall cease to be of
further effect (except as to (i) rights of registration of transfer and
exchange of Securities of such Series and of Coupons appertaining
thereto and the Issuer's right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities
or Coupons, (iii) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not
upon acceleration), and remaining rights of the Holders to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, (v) the rights of the
Holders of Securities of such series and Coupons appertaining thereto as
beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and (vi) the obligations of the
Issuer under Section 3.2) and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel and at
the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture;
provided that the rights of Holders of the Securities and Coupons to
receive amounts in respect of principal of and interest on the
Securities and Coupons held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Issuer
agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities of such series.

<PAGE>

respect to the Securities of such series and Coupons appertaining
thereto shall no longer be in effect (except as to (i) rights of
registration of transfer and exchange of Securities of such series and
of Coupons appertaining thereto and the Issuer's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons, (iii) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the
Holders to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations, duties and immunities of the Trustee hereunder, (v)
the rights of the Holders of Securities of such series and Coupons
appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2) and the Trustee,
at the expense of the Issuer, shall, at the Issuer's request, execute
proper instruments acknowledging the same, if

(a) with reference to this provision the Issuer has
irrevocably deposited or caused to be irrevocably deposited with
the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders
of the Securities of such series and Coupons appertaining thereto
(i) cash in an amount, or (ii) in the case of any series of
Securities the payments on which may only be made in Dollars, U.S.
Government Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the availability of
cash, or (iii) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay (A) the principal and interest on all Securities of
such series and Coupons appertaining thereto on each date that such
principal or interest is due and payable and (B) any mandatory
sinking fund payments on the dates on which such payments are due
and payable in accordance with the terms of the Indenture and the
Securities of such series;

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

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

<PAGE>

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

(C) The Issuer shall be released from its obligations
under Section 3.6 and Section 9.1 with respect to the Securities of
any Series, and any Coupons appertaining thereto, Outstanding on
and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such
covenant defeasance means that, with respect to the Outstanding
Securities of any Series, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or
limitation set forth in such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other
provision herein or in any other document and such omission to
comply shall not constitute an Event of Default under Section 5.1,
but the remainder of this Indenture and such Securities and Coupons
shall be unaffected thereby. The following shall be the conditions
to application of this subsection (C) of this Section 10.1:

(a) The Issuer has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Securities of such
series and Coupons appertaining thereto, (i) cash in an amount, or
(ii) in the case of any series of Securities the payments on which
may only be made in Dollars, U.S. Government Obligations maturing
as to principal and interest at such times and in such amounts as
will insure the availability of cash, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the
principal and interest on all Securities of such series and coupons
appertaining thereto and (B) any mandatory sinking fund payments on
the day on which such payments are due and payable in accordance
with the terms of the Indenture and the Securities of such series.

(b) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default with respect to
the Securities shall have occurred and be continuing on the date of
such deposit or, insofar as subsections 5.1(d) and (e) are
concerned, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of
such period).

(c) Such covenant defeasance shall not cause the Trustee to
have a conflicting interest as defined in Section 6.8 and for
purposes of the Trust Indenture Act of 1939 with respect to any
securities of the Issuer.

<PAGE>

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

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

(f) The Issuer shall have delivered to the Trustee an
Officer's Certificate and Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons appertaining
thereto will not recognize income, gain or loss for federal income
tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
covenant defeasance had not occurred.

(g) The Issuer shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to the covenant
defeasance contemplated by this provision have been complied with.

SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities. Subject to Section 10.4, all moneys deposited
with the Trustee (or other trustee) pursuant to Section 10.1 shall be
held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying
agent), to the Holders of the particular Securities of such series and
of Coupons appertaining thereto for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest; but such money need not
be segregated from other funds except to the extent required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying
agent under the provisions of this Indenture with respect to such series
of Securities shall, upon demand of the Issuer, be repaid to it or the
Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the principal of or
interest on any Security of any series or Coupons attached thereto and
not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such
series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise
required by mandatory provisions of

<PAGE>

applicable escheat or abandoned or unclaimed property laws, thereafter
look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying
agent with respect to such moneys shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to
make any such repayment with respect to moneys deposited with it for any
payment (a) in respect of Registered Securities of any series, shall at
the expense of the Issuer, mail by first-class mail to Holders of such
Securities at their addresses as they shall appear on the Security
register, and (b) in respect of Unregistered Securities of any series,
shall at the expense of the Issuer cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and once in an Authorized Newspaper in London (and if required by
Section 3.7, once in an Authorized Newspaper in Luxembourg), notice,
that such moneys remain and that, after a date specified therein, which
shall not be less than thirty days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.

SECTION 10.5 Indemnity for U.S. Government Obligations. The
Issuer shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 10.1 or the principal or interest received
in respect of such obligations.

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under
or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any
past, present or future stockholder, officer or director, as such, of
the Issuer or of any successor, either directly or through the Issuer or
any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons
appertaining thereto by the Holders thereof and as part of the
consideration for the issue of the Securities and the Coupons
appertaining thereto.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons. Nothing in this
Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or implied, shall give or be construed to give to any person,
firm or corporation, other than the parties hereto and their successors
and the Holders of the Securities or Coupons, if any, any legal or
equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their
successors and of the Holders of the Securities or Coupons, if any.

<PAGE>

SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture. All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Issuer shall bind its
successors and assigns, whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities and Coupons. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities or Coupons to or
on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Alex. Brown Incorporated, 135 East Baltimore
Street, Baltimore, Maryland 21202, Attention: Secretary. Any notice,
direction, request or demand by the Issuer or any Holder of Securities
or Coupons to or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee
with the Issuer) to Chemical Bank, 270 Park Avenue, New York, New York
10017, Attention: Global Securities and Trust.

Where this Indenture provides for notice to Holders of
Registered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto at his last
address as it appears in the Security register. In any case where
notice to such Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the
Issuer when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as
shall be reasonably satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

SECTION 11.5 Officer's Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by
the Issuer to the Trustee to take any action under any of the provisions
of this Indenture, the Issuer shall furnish to the Trustee an Officer's
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.

<PAGE>

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement
that the person making such certificate or opinion has read such
covenant or condition, (b) 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, (c) 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
opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion
of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the
Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such
officer knows that the certificate or opinion or representations with
respect to the matters upon which his certificate, statement or opinion
may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Issuer, upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer, unless such
counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the
Issuer or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an
accountant or firm of accountants in the employ of the Issuer, unless
such officer or counsel, as the case may be, knows that the certificate
or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a
statement that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays.
If the date of maturity of interest on or principal of the Securities of
any series or any Coupons appertaining thereto, the last day on which a
Holder has the right to convert his Security at a particular Conversion
Price, or the date fixed for redemption or repayment of any such
Security or Coupon shall not be a Business Day, then payment of interest
or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

<PAGE>

SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision
included in this Indenture which is required to be included herein by
any of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939, such required provision shall control.

SECTION 11.8 New York Law to Govern. This Indenture and each
Security and Coupon shall be deemed to be a contract under the laws of
the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be
required by mandatory provisions of law.

SECTION 11.9 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 11.10 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

SECTION 11.11 Securities in a Foreign Currency or in ECU.
Unless otherwise specified in an Officer's Certificate delivered
pursuant to Section 2.3 of this Indenture with respect to a particular
series of Securities, whenever for purposes of this Indenture any action
may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin or
currency other than Dollars (including ECUs), then the principal amount
of Securities of such series which shall be deemed to be Outstanding for
the purpose of taking such action shall be that amount of Dollars that
could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 11.11, Market Exchange Rate shall mean the noon
Dollar buying rate in New York City for cable transfers of that currency
published by the Federal Reserve Bank of New York; provided, however, in
the case of ECUs, Market Exchange Rate shall mean the rate of exchange
determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the
"Journal"). If such Market Exchange Rate is not available for any
reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of
exchange as published in the Journal, as of the most recent available
date, or quotations or, in the case of ECUs, rates of exchange from one
or more major banks in The City of New York or in the country of issue
of the currency in question, which for purposes of the ECU shall be
Brussels, Belgium, or such other quotations or, in the case of ECU,
rates of exchange as the Trustee shall deem appropriate. The provisions
of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in a currency
other than Dollars in connection with any action taken by Holders

<PAGE>

of Securities pursuant to the terms of this Indenture, including, without
limitation, any determination contemplated in Section 5.1(f) or (g).

All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in
the preceding paragraph shall be in its sole discretion and shall, in
the absence of manifest error, be conclusive to the extent permitted by
law for all purposes and irrevocably binding upon the Issuer and all
Holders.

SECTION 11.12 Judgment Currency. The Issuer agrees, to the
fullest extent that it may effectively do so under applicable law, that
(a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or
interest on the Securities of any series (the "Required Currency") into
a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on
the day on which final unappealable judgment is entered, unless such day
is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on
the New York Banking Day preceding the day on which a final unappealable
judgment is entered, and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that
such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes
of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on
which banking institutions in The City of New York are authorized or
required by law or executive order to close.

ARTICLE TWELVE

REDEMPTION OF SECURITIES; SINKING FUNDS AND OPTION
TO PURCHASE ON CHANGE OF CONTROL

SECTION 12.1 Applicability of Article. The provisions of
this Article shall be applicable to the Securities of any series which
are redeemable before their maturity, to any sinking fund for the
retirement of Securities of a series or as to which Holders have the
option to require the Issuer to repurchase such Securities upon a Change
of Control except as otherwise specified as contemplated by Section 2.3
for Securities of such series.

<PAGE>

SECTION 12.2 Notice of Redemption; Partial Redemptions.
Notice of redemption to the Holders of Registered Securities of any
series to be redeemed as a whole or in part at the option of the Issuer
shall be given by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the
date fixed for redemption to such Holders of Securities of such series
at their last addresses as they shall appear upon the registry books.
Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses
with the Trustee pursuant to Section 4.4(c)(ii), shall be given by
mailing notice of such redemption, by first class mail, postage prepaid,
at least 30 days and not more than 60 days prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to
the Trustee (and, in the case of any such notice given by the Issuer,
the Trustee shall make such information available to the Issuer for such
purpose). Such notice shall state the current Conversion Price and the
date on which the right to convert such Securities or portions thereof
into Common Stock will expire and the place or places where such
Securities may be surrendered for conversion. Notice of redemption to
all other Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and in an Authorized Newspaper in London (and, if required by Section
3.7, in an Authorized Newspaper in Luxembourg), in each case, once in
each of three successive calendar weeks, the first publication to be not
less than 30 nor more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of
such series.

The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to
be redeemed, the date fixed for redemption, the redemption price, the
place or places of payment, that payment will be made upon presentation
and surrender of such Securities and, in the case of Securities with
Coupons attached thereto, of all Coupons appertaining thereto maturing
after the date fixed for redemption, that such redemption is pursuant to
the mandatory or optional sinking fund, or both, if such be the case,
that interest accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue.
In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed
for redemption, 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.

The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at
the Issuer's request, by the Trustee in the name and at the expense of
the Issuer.

<PAGE>

On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is
acting as its own paying agent, set aside, segregate and hold in trust
as provided in Section 3.4) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption. The Issuer will deliver to
the Trustee at least 70 days prior to the date fixed for redemption an
Officer's Certificate stating the aggregate principal amount of
Securities to be redeemed. In case of a redemption at the election of
the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving
of any notice of redemption to Holders pursuant to this Section, an
Officer's Certificate stating that such restriction has been complied
with.

If less than all the Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem
appropriate and fair, Securities of such Series to be redeemed in whole
or in part. Securities may be redeemed in part in multiples equal to
the minimum authorized denomination for Securities of such series or any
multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in
the case of any Securities of such series selected for partial
redemption, the principal amount thereon to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall
relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

SECTION 12.3 Payment of Securities Called for Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities 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 on and after said date (unless the Issuer
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities
or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be
void, and, except as provided in Sections 6.5 and 10.4, such Securities
shall cease from and after the date fixed for redemption to be entitled
to any benefit or security under this Indenture, and the Holders thereof
shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities
at a place of payment specified in said notice, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption;
provided that payment of interest becoming due on or prior to the date
fixed for redemption shall be payable in the case of Securities with
Coupons attached thereto, to the Holders of the Coupons for such
interest upon surrender thereof, and in the case of Registered
Securities, to the Holders of Registered Securities registered as such
on the relevant record date subject to the terms and provisions of
Sections 2.3 and 2.7 hereof.

<PAGE>

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid
or duly provided for, bear interest from the date fixed for redemption
at the rate of interest or Yield to Maturity (in the case of an Original
Issue Discount Security) borne by such Security.

If any Security with Coupons attached thereto is surrendered
for redemption and is not accompanied by all appurtenant Coupons
maturing after the date fixed for redemption, the surrender of such
missing Coupon or Coupons may be waived by the Issuer and the Trustee,
if there be furnished to each of them such security or indemnity as they
may require to save each of them harmless.

Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to
or on the order of the Holder thereof, at the expense of the Issuer, a
new Security or Securities of such series, of authorized denominations,
in principal amount equal to the unredeemed portion of the Security so
presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility
for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by
registration and certificate number in an Officer's Certificate
delivered to the Trustee at least 40 days prior to the last date on
which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer.

SECTION 12.5 Mandatory and Optional Sinking Funds. The
minimum amount of any sinking fund payment provided for by the terms of
the 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 the Securities of any series is herein
referred to as an "optional sinking fund payment". The date on which a
sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the
Issuer may at its option (a) deliver to the Trustee Securities of such
series theretofore purchased or otherwise acquired (except upon
redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation
pursuant to Section 2.10, (b) receive credit for optional sinking fund
payments (not previously so credited) made pursuant to this Section, (c)
receive credit for Securities of such series (not previously so
credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such series or (d) receive credit
for any Securities converted by the Holder thereof into Common Stock.
Securities so delivered or credited

<PAGE>

shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

On or before the 60th day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee an
Officer's Certificate (which need not contain the statements required by
Section 11.5) (a) specifying the portion of the mandatory sinking fund
payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series and the basis for such
credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series
have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right
to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment
which the Issuer intends to pay on or before the next succeeding sinking
fund payment date. Any Securities of such series to be credited and
required to be delivered to the Trustee in order for the Issuer to be
entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such
Officer's Certificate shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all
the cash payments or payments therein referred to, if any, on or before
the next succeeding sinking fund payment date. Failure of the Issuer,
on or before any such 60th day, to deliver such Officer's Certificate
and Securities specified in this paragraph, if any, shall not constitute
a default but shall constitute, on and as of such date, the irrevocable
election of the Issuer (i) that the mandatory sinking fund payment for
such series due on the next succeeding sinking fund payment date shall
be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer
will make no optional sinking fund payment with respect to such series
as provided in this Section.

If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment
date plus any unused balance of any preceding sinking fund payments made
in cash shall exceed $50,000 (or the equivalent thereof in any Foreign
Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof
in any Foreign Currency or ECU) if the Issuer shall so request with
respect to the Securities of any particular series, such cash shall be
applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption.
If such amount shall be $50,000 (or the equivalent thereof in any
Foreign Currency or ECU) or less and the Issuer makes no such request
then it shall be carried over until a sum in excess of $50,000 (or the
equivalent thereof in any Foreign Currency or ECU) is available. The
Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities shall be excluded from
eligibility for redemption under this Section if they are

<PAGE>

identified by registration and certificate number in an Officer's
Certificate delivered to the Trustee at least 60 days prior to the
sinking fund payment date as being owned of record and beneficially by,
and not pledged or hypothecated by either (a) the Issuer or (b) an
entity specifically identified in such Officer's Certificate as directly
or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 12.2
(and with the effect provided in Section 12.3) for the redemption of
Securities of such series in part at the option of the Issuer. The
amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any
and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with
other moneys, if necessary, sufficient for the purpose, to the payment
of the principal of, and interest on, the Securities of such series at
maturity.

On or before each sinking fund payment date, the Issuer shall
pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to
be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of
redemption of Securities for such series by operation of the sinking
fund during the continuance of a default in payment of interest on such
Securities or of any Event of Default except that, where the giving of
notice of redemption of any Securities shall theretofore have been made,
the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient
for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default,
be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall
have been waived as provided in Section 5.10 or the default cured on or
before the 60th day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of
such Securities.

SECTION 12.6 Rescission of Redemption. In the event that
this Section 12.6 is specified to be applicable to a series of
Securities pursuant to Section 2.3 and a Redemption Rescission Event
shall occur following any day on which a notice of redemption shall have
been given pursuant to Section 12.2 hereof but at or prior to the time
and date fixed for redemption as set forth in such notice of redemption,
the Issuer may, at its sole option, at any time prior to the earlier of
(i) the close of business on that day which is two

<PAGE>

Trading Days following such Redemption Rescission Event and (ii) the
time and date fixed for redemption as set forth in such notice, rescind
the redemption to which such notice of redemption shall have related by
making a public announcement shall have been (the date on which such
public announcement shall have been made being hereinafter referred to
as the "Rescission Date"). The Issuer shall be deemed to have made such
announcement if it shall issue a release to the Dow Jones News Service,
Reuters Information Services or any successor news wire service. From
and after the making of such announcement, the Issuer shall have no
obligation to redeem Securities called for redemption pursuant to such
notice of redemption or to pay the Redemption Price therefor and all
rights of Holders of Securities shall be restored as if such notice of
redemption had not been given. As promptly as practicable following the
making of such announcement, the Issuer shall telephonically notify the
Trustee and the paying agent of such rescission. The Issuer shall give
notice of any such rescission by first-class mail, postage prepaid,
mailed as promptly as practicable but in no event later than the close
of business on that day which is five Trading Days following the
Rescission Date to each Holder of Securities at the close of business on
the Rescission Date, to any other Person that was a Holder of Securities
and that shall have surrendered Securities for conversion following the
giving of notice of the subsequently rescinded redemption and to the
Trustee and the paying agent. Each notice of rescission shall (w) state
that the redemption described in the notice of redemption has been
rescinded, (x) state that any Converting Holder shall be entitled to
rescind the conversion of Securities surrendered for conversion
following the day on which notice of redemption was given but on or
prior to the date of the mailing of the Issuer's notice of rescission,
(y) be accompanied by a form prescribed by the Issuer to be used by any
Converting Holder rescinding the conversion of Securities so surrendered
for conversion (and instructions for the completion and delivery of such
form including instructions with respect to any payment that may be
required to accompany such delivery) and (z) state that such form must
be properly completed and received by the Issuer no later than the close
of business on a date that shall be 15 Trading Days following the date
of the mailing of such notice of rescission.

SECTION 12.7 Purchase of Securities by the Issuer at Option
of the Holder upon Change of Control. (a) If so provided in a Board
Resolution with respect to the Securities of any series, and if
at any time there shall have occurred a Change of Control, the Securities
of any series shall be purchased by the Issuer, at the option of the
Holder thereof, at the Change of Control Purchase Price, on the Change
of Control Purchase Date, subject to satisfaction by or on behalf of the
Holder of a Security of such series of the requirements set forth in
Section 12.7(c).

(b) Within 20 Business Days after the occurrence of a Change
of Control, the Issuer shall provide a written notice of Change of
Control to the Trustee and to each Holder of a Security of any series or
Coupon appertaining thereto (and to beneficial owners as required by
applicable law) as provided in Section 11.4. The Trustee shall be under
no obligation to ascertain the occurrence of a Change of Control or give
notice with respect thereto unless so requested by the Issuer, upon
receipt of the written notice of Change of Control from the Issuer. The
Trustee may conclusively assume, in the absence of a written notice to
the contrary from the Issuer, that no Change of Control has occurred.
The notice shall include a form of Change of Control Purchase Notice and
shall state:

<PAGE>

(1) the events causing a Change of Control and the date such
Change of Control is deemed to have occurred for purposes of this
Section 12.7;

(2) the date by which the Change of Control Purchase Notice
pursuant to this Section 12.7 must be given;

(3) the Change of Control Purchase Date;

(4) the Change of Control Purchase Price;

(5) the place to surrender the Securities of any series in
exchange for the Change of Control Purchase Price;

(6) that the Change of Control Purchase Price for any
Security of any series as to which a Change of Control Purchase
Notice has been duly given and not withdrawn will be paid promptly
following the later of the Change of Control Purchase Date and the
time of delivery of such Security;

(7) the current Conversion Price;

(8) that Securities of any series as to which a Change of
Control Purchase Notice has been given may be converted prior to
the close of business on the Change of Control Purchase Date only
if the Change of Control Purchase Notice has been withdrawn in
accordance with the terms of this Indenture;

(9) the procedures the holder must follow to exercise rights
under this Section 12.7;

(10) that Holders who wish to convert Securities of any series
must satisfy the requirements set forth in the Indenture; and

(11) the procedures for withdrawing a Change of Control
Purchase Notice.

(c) A Holder may exercise its rights specified in Section
12.7(a) upon delivery of a written notice of purchase (a "Change of
Control Purchase Notice") to the Issuer at any time prior to the close
of business on the Change of Control Purchase Date, stating:

(1) the certificate number of the Security that the Holder
will deliver to be purchased;

(2) if the Security of any series is to be purchased in part,
the portion of the principal amount of the Security that the Holder
will deliver to be purchased, which portion must be $1,000 or an
integral multiple thereof; and

<PAGE>

(3) that such Security shall be purchased pursuant to the
terms and conditions specified in this Section 12.7.

The delivery of such Security to the Issuer prior to, on or
after the Change of Control Purchase Date (together with all necessary
endorsements) at any of the offices or agencies to be maintained for
such purpose by the Issuer pursuant to Section 3.2 shall be a condition
to the receipt by the Holder of a Security of any Series or Coupon
appertaining thereto of the Change of Control Purchase Price therefor;
provided that such Change of Control Purchase Price shall be so paid
pursuant to this Section 12.7 only if the Security so delivered to the
Issuer shall conform in all respects to the description thereof set
forth in the related Change of Control Purchase Notice.

The Issuer shall purchase from the Holder thereof, pursuant to
this Section 12.7, a portion of a Security if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to the purchase of all of a Security also
apply to the purchase of such portion of such Security.

Any purchase by the Issuer contemplated pursuant to the
provisions of this Section 12.7 shall be consummated by the delivery of
the consideration to be received by the Holder promptly following the
later of the Change of Control Purchase Date and the time of delivery of
the Security.

Notwithstanding anything herein to the contrary, any Holder
delivering to the Issuer the Change of Control Purchase Notice shall
have the right to withdraw such Change of Control Purchase Notice at any
time prior to the close of business on the Change of Control Purchase
Date by delivery of a written notice of withdrawal to the Issuer in
accordance with Section 12.8.

SECTION 12.8 Effect of Change of Control Purchase Notice;
Withdrawal Notice. (a) Upon receipt by the Issuer of a Change of
Control Purchase Notice, the Holder of the Security of any series or
Coupon appertaining thereto in respect of which such Change of Control
Purchase Notice was given shall (unless such Change of Control Purchase
Notice is withdrawn as specified in the following two paragraphs or the
Issuer fails to purchase such Securities on the Change of Control
Purchase Date) thereafter be entitled to receive solely the Change of
Control Purchase Price with respect to such Security. Securities in
respect of which a Change of Control Purchase Notice has been given by
the Holder thereof may not be converted as provided in Article Fourteen
on or after the date of the delivery of such Change of Control Purchase
Notice unless such Change of Control Purchase Notice has first been
validly withdrawn as specified in the following paragraph.

<PAGE>

(b) A Change of Control Purchase Notice may be withdrawn
(before or after delivery by the Holder to the Issuer of the Security to
which such Change of Control Purchase Notice relates) by means of a
written notice of withdrawal delivered by the Holder to the office of
the Issuer at any time prior to the close of business on the Change of
Control Purchase Date specifying:

(1) the certificate number of the Security in respect of
which such notice of withdrawal is being submitted,

(2) the principal amount of the Security with respect to
which such notice of withdrawal is being submitted, and

(3) the principal amount, if any, of such Security that
remains subject to the original Change of Control Purchase Notice
and that has been or will be delivered for purchase by the Issuer.

(c) There shall be no purchase of any Securities of any
series pursuant to Section 12.7 if there has occurred (prior to, on or
after, as the case may be, the giving by the Holders of such Security of
the required Change of Control Purchase Notice) and is continuing an
Event of Default (other than a default in the payment of the Change of
Control Purchase Price with respect to such Securities). The Issuer
will promptly return to the respective Holders thereof any Securities
(x) with respect to which the Change of Control Purchase Notice has been
withdrawn in compliance with this Indenture, or (y) held by it during
the continuance of an Event of Default (other than a default in the
payment of the Change of Control Purchase Price with respect to such
Securities).

SECTION 12.9 Securities Purchased in Part. Any Security that
is to be purchased pursuant to Section 12.7 only in part shall be
surrendered at any of the offices or agencies to be maintained for such
purpose by the Issuer pursuant to Section 3.2 (with, if the Issuer or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuer and the Trustee duly
executed by the Holder thereof or such Holder's attorney duly authorized
in writing) and the Issuer shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service
change, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount at maturity equal
to, and in exchange for, the portion of the principal amount at maturity
of the Security so surrendered that is not purchased.

SECTION 12.10 Covenant to Comply with Securities Laws upon
Purchase of Securities. In connection with any offer to purchase or
purchase of Securities under Section 12.7 hereof (provided that such
offer or purchase constitutes an "issuer tender offer" for purposes of
Rule 13e-4 (which term, as used herein, includes any successor
provisions thereto) under the Securities Exchange Act of 1934 at the
time of such offer or purchase), the Issuer shall (i) comply with Rule
13e-4 under the Securities Exchange Act of 1934, (ii) file the related
Schedule 13E-4 (or any successor schedule, form or report) under the
Securities Exchange Act of 1934 and (iii) otherwise comply with all
federal and state

<PAGE>

securities laws so as to permit the rights and obligations under Section
12.7 to be exercised to the greatest extent practicable in the time and
in the manner specified in Section 12.7.

ARTICLE THIRTEEN

CONVERSION

SECTION 13.1 Conversion Privilege. If so provided in a Board
Resolution with respect to the Securities of any series, the Holder of a
Security of such series shall have the right, at such Holder's option,
to convert, in accordance with the terms of such series of Securities
and this Article Thirteen, all or any part (in a denomination of, unless
otherwise specified in a Board Resolution or supplemental indenture with
respect to Securities of such series, $1,000 in principal amount or any
integral multiple thereof) of such Security into shares of Common Stock
specified in such Board Resolution at any time or, as to any Securities
called for redemption, at any time prior to the time and date fixed for
such redemption (unless the Issuer shall default in the payment of the
Redemption Price, in which case such right shall not terminate at such
time and date). The provisions of this Article Thirteen shall not be
applicable to the Securities of a series unless otherwise specified in a
Board Resolution with respect to the Securities of such series.

SECTION 13.2 Conversion Procedure; Rescission of Conversion;
Conversion Price; Fractional Shares. (a) Each Security to which this
Article Fourteen is applicable shall be convertible at the office of the
Conversion Agent, and at such other place or places, if any, specified
in a Board Resolution with respect to the Securities of such series,
into fully paid and nonassessable shares (calculated to the nearest
1/100th of a share) of Common Stock. The Securities will be converted
into shares of Common Stock at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the
Common Stock, or accrued interest on a converted Security except as
described in Section 13.9. The Issuer may, but shall not be required,
in connection with any conversion of Securities, to issue a fraction of
a share of Common Stock, and, if the Issuer shall determine not to issue
any such fraction, the Issuer shall, subject to Section 13.3(4), make a
cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Common Stock on the last Trading
Day prior to the date of conversion.

<PAGE>

Holder thereof for conversion, exceeds the then effective conversion
Price with respect thereto. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of
full shares of Common Stock which shall be deliverable upon conversion
shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted
thereby) so surrendered. Subject to the next succeeding sentence, the
Issuer will, as soon as practicable thereafter, issue and deliver at
said office or place to such Holder of a Security, or to his nominee or
nominees, certificates for the number of full shares of Common Stock to
which he shall be entitled as aforesaid, together, subject to the last
sentence of paragraph (a) above, with cash in lieu of any fraction of a
share to which he would otherwise be entitled. The Issuer shall not be
required to deliver certificates for shares of Common Stock while the
stock transfer books for such stock or the Security register are duly
closed for any purpose, but certificates for shares of Common Stock
shall be issued and delivered as soon as practicable after the opening
of such books or Security register. A Security shall be deemed to have
been converted as of the close of business on the date of the surrender
of such Security for conversion as provided above, and the person or
persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record Holder or
Holders of such Common Stock as of the close of business on such date.
In case any Security shall be surrendered for partial conversion, the
Issuer shall execute and the Trustee shall authenticate and deliver to
or upon the written order of the Holder of the Securities so
surrendered, without charge to such Holder (subject to the provisions of
Section 13.8), a new Security or Securities in authorized denominations
in an aggregate principal amount equal to the unconverted portion of the
surrendered Security.

(c) Notwithstanding anything to the contrary contained
herein, in the event the Issuer shall have rescinded a redemption of
Securities pursuant to Section 12.6 any Holder of Securities that shall
have surrendered Securities for conversion following the day on which
notice of the subsequently rescinded redemption shall have been given
but prior to the later of (a) the close of business on the Trading Day
next succeeding the date on which public announcement of the rescission
of such redemption shall have been made and (b) the date of the mailing
of the notice of rescission required by Section 12.6 (a "Converting
Holder") may rescind the conversion of such Securities surrendered for
conversion by (i) properly completing a form prescribed by the Issuer
and mailed to Holders of Securities (including Converting Holders) with
the Issuer's notice of rescission, which form shall provide for the
certification by any Converting Holder rescinding a conversion on behalf
of any beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of Securities that the beneficial
ownership (within the meaning of such Rule) of such Securities shall not
have changed from the date on which such Securities were surrendered for
conversion to the date of such certification and (ii) delivering such
form to the Issuer no later than the close of business on that date
which is 15 Trading Days following the date of the mailing of the
Issuer's notice of rescission. The delivery of such form by a
Converting Holder shall be accompanied by (x) any certificates
representing shares of Common Stock or other securities issued to such
Converting Holder upon a conversion of Securities that shall be
rescinded by the proper delivery of such form (the "Surrendered
Securities"), (y) any securities, evidences of indebtedness or assets
(other than cash)

<PAGE>

distributed by the Issuer to such Converting Holder by reason of such
Converting Holder being a record holder of Surrendered Securities and
(z) payment in New York Clearing House funds or other funds acceptable
to the Issuer of an amount equal to the sum of (I) any cash such
Converting Holder may have received in lieu of the issuance of
fractional Surrendered Securities and (II) any cash paid or payable by
the Issuer to such Converting Holder by reason of such Converting Holder
being a record holder of Surrendered Securities. Upon receipt by the
Issuer of any such form properly completed by a Converting Holder and
any certificates, securities, evidences of indebtedness, assets or cash
payments required to be returned by such Converting Holder to the Issuer
as set forth above, the Issuer shall instruct the transfer agent or
agents for shares of Common Stock or other securities to cancel any
certificates representing Surrendered Securities (which Surrendered
Securities shall be deposited in the treasury of the Issuer) and shall
instruct the Securities registrar to reissue certificates representing
Securities to such Converting Holder (which Securities shall be deemed to
have been Outstanding at all times during the period following their surrender
for conversion). The Issuer shall, as promptly as practicable, and in no
event more than five Trading Days following the receipt of any such
properly completed form and any such certificates, securities, evidences
of indebtedness, assets or cash payments required to be so returned, pay
to the Holder of Securities surrendered to the Issuer pursuant to a
rescinded conversion or as otherwise directed by such Holder any
interest paid or other payment made to Holders of Securities during the
period from the time such Securities shall have been surrendered for
conversion to the rescission of such conversion. All questions as to
the validity, form, eligibility (including time of receipt) and
acceptance of any form submitted to the Issuer to rescind the conversion
of Securities, including questions as to the proper completion or
execution of any such form or any certification contained therein, shall
be resolved by the Issuer, whose determination shall be final and
binding.

SECTION 13.3 Adjustment of Conversion Price for Common Stock.
The Conversion Price with respect to any Security which is convertible
into Common Stock shall be adjusted from time to time as follows:

(1) In case the Issuer shall, at any time or from time to
time while any of such Securities are outstanding, (i) pay a
dividend in shares of its Common Stock, (ii) combine its
outstanding shares of Common Stock into a smaller number of shares
or securities, (iii) subdivide its outstanding shares of Common
Stock or (iv) issue by reclassification of its shares of Common
Stock any shares of stock of the Issuer, then the Conversion Price
in effect immediately before such action shall be adjusted so that
the Holders of such Securities, upon conversion thereof into Common
Stock immediately following such event, shall be entitled to
receive the kind and amount of shares of capital stock of the
Issuer which they would have owned or been entitled to receive upon
or by reason of such event if such Securities had been converted
immediately before the record date (or, if no record date, the
effective date) for such event. An adjustment made pursuant to
this subsection 13.3(1) shall become effective retroactively
immediately after the record date in the case of a dividend or
distribution and shall become effective retroactively immediately
after the effective date in the case of a subdivision, combination
or reclassification. For the purposes of this

<PAGE>

subsection 13.3(1), each Holder of Securities shall be deemed to
have failed to exercise any right to elect the kind or amount of
securities receivable upon the payment of any such dividend,
subdivision, combination or reclassification (provided that if the
kind or amount of securities receivable upon such dividend,
subdivision, combination or reclassification is not the same for
each nonelecting share, then the kind and amount of securities or
other property receivable upon such dividend, subdivision,
combination or reclassification for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a
plurality of the nonelecting shares).

(2) In case the Issuer shall, at any time or from time to
time while any of such Securities are Outstanding, issue rights or
warrants to all holders of shares of its Common Stock entitling
them (for a period expiring within 45 days after the record date
for such issuance) to subscribe for or purchase shares of Common
Stock (or securities convertible into shares of Common Stock) at a
price per share less than the Current Market Price of the Common
Stock at such record date (treating the price per share of the
securities convertible into Common Stock as equal to (x) the sum of
(i) the price for a unit of the security convertible into Common
Stock plus (ii) any additional consideration initially payable upon
the conversion of such security into Common Stock divided by (y)
the number of shares of Common Stock initially underlying such
convertible security), the Conversion Price with respect to such
Securities shall be adjusted so that it shall equal the price
determined by dividing the Conversion Price in effect immediately
prior to the date of issuance of such rights or warrants by a
fraction, the numerator of which shall be the number of shares of
Common Stock Outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible
securities so offered are initially convertible), and the
denominator of which shall be the number of shares of Common Stock
Outstanding on the date of issuance of such rights or warrants plus
the number of shares or securities which the aggregate offering
price of the total number of shares or securities so offered for
subscription or purchase (or the aggregate purchase price of the
convertible securities so offered plus the aggregate amount of any
additional consideration initially payable upon conversion of such
Securities into Common Stock) would purchase at such Current Market
Price of the Common Stock. Such adjustment shall become effective
retroactively immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants.

<PAGE>

warrants to subscribe for or purchase securities of the Issuer
(excluding those referred to in Section 13.3(2)), then in each such
case the Conversion Price with respect to such Securities shall be
adjusted so that it shall equal the price determined by dividing
the Conversion Price in effect immediately prior to the date of
such distribution by a fraction, the numerator of which shall be
the Current Market Price of the Common Stock on the record date
referred to below, and the denominator of which shall be such
Current Market Price of the Common Stock less the then fair market
value (as determined by the Board of Directors of the Issuer, whose
determination shall be conclusive) of the portion of the cash or
assets or evidences of indebtedness or securities so distributed or
of such subscription rights or warrants applicable to one share of
Common Stock (provided that such denominator shall never be less
than 1.0), provided, however, that no adjustment shall be made with
respect to any distribution of rights to purchase securities of the
Issuer if a Holder of Securities would otherwise be entitled to
receive such rights upon conversion at any time of such Securities
into Common Stock unless such rights are subsequently redeemed by
the Issuer, in which case such redemption shall be treated for
purposes of this Section as a dividend on the Common Stock. Such
adjustment shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to
receive such distribution; and in the event that such distribution
is not so made, the Conversion Price shall again be adjusted to the
Conversion Price which would then be in effect if such record date
had not been fixed.

(4) The Issuer shall be entitled to make such additional
adjustments in the Conversion Price, in addition to those required
by subsections 13.3(1), 13.3(2) and 13.3(3), as shall be necessary
in order that any dividend or distribution of Common Stock, any
subdivision, reclassification or combination of shares of Common
Stock or any issuance of rights or warrants referred to above shall
not be taxable to the holders of Common Stock for United States
federal income tax purposes.

(5) In any case in which this Section 13.3 shall require that
any adjustment be made effective as of or retroactively immediately
following a record date, the Issuer may elect to defer (but only
for five Trading Days following the filing of the statement
referred to in Section 13.5) issuing to the Holder of any
Securities converted after such record date the shares of Common
Stock and other capital stock of the Issuer issuable upon such
conversion over and above the shares of Common Stock and other
capital stock of the Issuer issuable upon such conversion on the
basis of the Conversion Price prior to adjustment; provided,
however, that the Issuer shall deliver to such Holder a due bill or
other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.

(6) All calculations under this Section 13.3 shall be made to
the nearest cent or one-hundredth of a share or security, with
one-half cent and .005 of a share, respectively, being rounded
upward. Notwithstanding any other provision of this Section 13.3,
the Issuer shall not be required to make any adjustment of the

<PAGE>

Conversion Price unless such adjustment would require an increase
or decrease of at least 1% of such price. Any lesser adjustment
shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment which, together with
any adjustment or adjustments so carried forward, shall amount to
an increase or decrease of at least 1% in such price. Any
adjustments under this Section 13.3 shall be made successively
whenever an event requiring such an adjustment occurs.

(7) In the event that at any time, as a result of an
adjustment made pursuant to this Section 13.3, the Holder of any
Security thereafter surrendered for conversion shall become
entitled to receive any shares of stock of the Issuer other than
shares of Common Stock into which the Securities originally were
convertible, the Conversion Price of such other shares so
receivable upon conversion of any such Security shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common
Stock contained in subparagraphs (1) through (6) of this Section
13.3, and the provision of Sections 13.1, 13.2 and 13.4 through
13.9 with respect to the Common Stock shall apply on like or
similar terms to any such other shares and the determination of the
Board of Directors as to any such adjustment shall be conclusive.

(8) No adjustment shall be made pursuant to this Section 13.3
(i) if the effect thereof would be to reduce the Conversion Price
below the par value (if any) of the Common Stock, if any, or (ii)
subject to subsection 13.3(5) hereof, with respect to any Security
that is converted prior to the time such adjustment otherwise would
be made.

SECTION 13.4 Consolidation or Merger of the Issuer. In case
of either (a) any consolidation or merger to which the Issuer is a
party, other than a merger or consolidation in which the Issuer is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from
par value to no par value or from no par value to par value, as a result
of a subdivision or combination) in, Outstanding shares of Common Stock
or (b) any sale or conveyance of all or substantially all of the
property and assets of the Issuer to another Person, then each Security
then Outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind
and amount of shares of stock or other securities and property
(including cash) receivable upon such consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into
which such Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments
which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Fourteen (and assuming such
holder of Common Stock failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation,
merger, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance is not the same for each
nonelecting share, then the kind and amount of securities, cash or other
property (including cash) receivable upon such consolidation,

<PAGE>

merger, sale or conveyance for each nonelecting share shall be deemed to

be the kind and amount so receivable per share by a plurality of the
nonelecting shares or securities)). The Issuer shall not enter into any
of the transactions referred to in clause (a) or (b) of the preceding
sentence unless effective provision shall be made so as to give effect
to the provisions set forth in this Section 13.4. The provisions of
this Section 13.4 shall apply similarly to successive consolidations,
mergers, sales or conveyances.

SECTION 13.5 Notice of Adjustment. Whenever an adjustment in
the Conversion Price with respect to a series of Securities is required:

(1) the Issuer shall forthwith place on file with the Trustee
and any Conversion Agent for such Securities a certificate of the
Treasurer of the Issuer, stating the adjusted Conversion Price
determined as provided herein and setting forth in reasonable
detail such facts as shall be necessary to show the reason for and
the manner of computing such adjustment, such certificate to be
conclusive evidence that the adjustment is correct; and

(2) a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall
forthwith be mailed, first class postage prepaid, by the Issuer to
the Holders of record of such Outstanding Securities.

SECTION 13.6 Notice in Certain Events. In case:

(1) of a consolidation or merger to which the Issuer is a
party and for which approval of any stockholders of the Issuer is
required, or of the sale or conveyance to another person or entity
or group of persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934) of all or
substantially all of the property and assets of the Issuer, or

(2) of the voluntary or involuntary dissolution, liquidation
or winding up of the Issuer; or

(3) of any action triggering an adjustment of the Conversion
Price pursuant to this Article Fourteen;

<PAGE>

the Conversion Price pursuant to this Article Fourteen is expected to
become effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up.

Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clauses
(1), (2) or (3) of this Section 13.6.

SECTION 13.7 Issuer to Reserve Stock; Registration; Listing.
(a) The Issuer shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued shares of Common
Stock for the purpose of effecting the conversion of the Securities,
such number of its duly authorized shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all applicable
outstanding Securities into such Common Stock at any time (assuming
that, at the time of the computation of such number of shares or
securities, all such Securities would be held by a single Holder);
provided, however, that nothing contained herein shall preclude the
Issuer from satisfying its obligations in respect of the conversion of
the Securities by delivery of purchased shares of Common Stock which are
held in the treasury of the Issuer. The Issuer shall from time to time,
in accordance with the laws of the State of Maryland, use its best
efforts to cause the authorized amount of the Common Stock to be
increased if the aggregate of the authorized amount of the Common Stock
remaining unissued and the issued shares of such Common Stock in its
treasury (other than any such shares reserved for issuance in any other
connection) shall not be sufficient to permit the conversion of all
Securities.

(b) If any shares of Common Stock which would be issuable
upon conversion of Securities hereunder require registration with or
approval of any governmental authority before such shares or securities
may be issued upon such conversion, the Issuer will in good faith and as
expeditiously as possible endeavor to cause such shares or securities to
be duly registered or approved, as the case may be. The Issuer will
endeavor to list the shares of Common Stock required to be delivered
upon conversion of the Securities prior to such delivery upon the
principal national securities exchange upon which the outstanding Common
Stock is listed at the time of such delivery.

SECTION 13.8 Taxes on Conversion. The Issuer shall pay any
and all documentary, stamp or similar issue or transfer taxes that may
be payable in respect of the issue or delivery of shares of Common Stock
on conversion of Securities pursuant hereto. The Issuer shall not,
however, be required to pay any such tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Securities which are not so
converted in a name other than that in which the Securities so converted
were registered, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Issuer the amount
of such tax or has established to the satisfaction of the Issuer that
such tax has been paid.

<PAGE>

SECTION 13.9 Conversion After Record Date. If any
Securities are surrendered for conversion subsequent to the record date
preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Securities called for redemption on a redemption
date between such record date and interest payment date), the Holder of
such Securities at the close of business on such record date shall be
entitled to receive the interest payable on such Securities on such
interest payment date notwithstanding the conversion thereof.
Securities surrendered for conversion during the period from the close
of business on any record date next preceding any interest payment date
to the opening of business on such interest payment date shall (except
in the case of Securities which have been called for redemption on a
redemption date within such period) be accompanied by payment in New
York Clearing House funds or other funds acceptable to the Issuer of an
amount equal to the interest payable on such interest payment date on
the Securities being surrendered for conversion. Except as provided in
this Section 13.9, no adjustments in respect of payments of interest on
Securities surrendered for conversion or any dividends or distributions
or interest on the Common Stock, issued upon conversion shall be made
upon the conversion of any Securities.

SECTION 13.10 Corporate Action Regarding Par Value of Common
Stock. Before taking any action which would cause an adjustment reducing
the applicable Conversion Price below the then par value (if any) of the
shares of Common Stock deliverable upon conversion of the Securities,
the Issuer will take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock at
such adjusted Conversion Price.

SECTION 13.11 Issuer Determination Final. Any determination
that the Issuer or the Board of Directors must make pursuant to this
Article Fourteen is conclusive.

SECTION 13.12 Trustee's Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article should be made, how
it should be made or what it should be. The Trustee makes no
representation as to the validity or value of any securities or assets
issued upon conversion of Securities. The Trustee shall not be
responsible for the Issuer's failure to comply with this Article
Fourteen. Each Conversion Agent other than the Issuer shall have the
same protection under this Section 13.12 as the Trustee.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of [ ], 1995.

ALEX. BROWN INCORPORATED

By
Title:

Attest:

By
Assistant Secretary

CHEMICAL BANK, TRUSTEE

By
Vice President

Attest:

By
Asst. Vice President

<PAGE>

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

On this [ ] day of [ ], [ ] before
me personally came [ ], to me personally known, who, being
by me duly sworn, did depose and say that he/she resides at
____________________ that he/she is the [ ] of Alex.
Brown Incorporated, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of
said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he/she signed his/her name
thereto by like authority.

[NOTARIAL SEAL]

Notary Public

<PAGE>

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

On this [ ] day of [ ] before me personally came [
], to me personally known, who, being by me duly sworn, did depose and
say that he/she resides in [ ] that he/she is a [ ] of
Chemical Bank, one of the corporations described in and which executed
the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like
authority.

[NOTARIAL SEAL]

Notary Public

ALEX. BROWN INCORPORATED

and

BANKERS TRUST COMPANY, Trustee

Subordinated Indenture

Dated as of [ ], 1995

_______________

<PAGE>

CROSS REFERENCE SHEET*
___________

Between

Provisions of Trust Indenture Act of 1939 and Indenture to be
dated as of [ ], 1995 between ALEX. BROWN INCORPORATED and BANKERS
TRUST COMPANY, Trustee:

Section of the Act Section of Indenture

* This Cross Reference Sheet is not part of the Indenture.

<PAGE>

TABLE OF CONTENTS

_________

Page

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Certain Terms Defined. . . . . . . . . . . . 1
Affiliate. . . . . . . . . . . . . . . . . . . . . . 2
Associate. . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . 2
Change of Control. . . . . . . . . . . . . . . . . . 2
Change of Control Purchase Date. . . . . . . . . . . 3
Change of Control Purchase Notice. . . . . . . . . . 3
Change of Control Purchase Price . . . . . . . . . . 3
Closing Price. . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . 4
Common Stock . . . . . . . . . . . . . . . . . . . . 4
Composite Rate . . . . . . . . . . . . . . . . . . . 4
Conversion Agent . . . . . . . . . . . . . . . . . . 4
Conversion Price . . . . . . . . . . . . . . . . . . 4
Converting Holder. . . . . . . . . . . . . . . . . . 5
Corporate Trust Office . . . . . . . . . . . . . . . 5
Coupon . . . . . . . . . . . . . . . . . . . . . . . 5
covenant defeasance. . . . . . . . . . . . . . . . . 5
Current Market Price . . . . . . . . . . . . . . . . 5
Depositary . . . . . . . . . . . . . . . . . . . . . 5
Dollar . . . . . . . . . . . . . . . . . . . . . . . 5
ECU. . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . 5
Holder, Holder of Securities, Securityholder . . . . 6
Indebtedness . . . . . . . . . . . . . . . . . . . . 6
Indenture. . . . . . . . . . . . . . . . . . . . . . 6
Interest . . . . . . . . . . . . . . . . . . . . . . 6
Issuer . . . . . . . . . . . . . . . . . . . . . . . 6
Issuer Order . . . . . . . . . . . . . . . . . . . . 6
Judgment Currency. . . . . . . . . . . . . . . . . . 6
NYSE . . . . . . . . . . . . . . . . . . . . . . . . 6

<PAGE>

-ii-

Officer's Certificate. . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . 6
original issue date. . . . . . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . 7
Outstanding. . . . . . . . . . . . . . . . . . . . . 7
Periodic Offering. . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . 7
principal. . . . . . . . . . . . . . . . . . . . . . 8
record date. . . . . . . . . . . . . . . . . . . . . 8
Redemption Rescission Event. . . . . . . . . . . . . 8
Registered Global Security . . . . . . . . . . . . . 8
Registered Security. . . . . . . . . . . . . . . . . 8
Required Currency. . . . . . . . . . . . . . . . . . 8
Responsible Officer. . . . . . . . . . . . . . . . . 8
Security or Securities . . . . . . . . . . . . . . . 9
Senior Indebtedness. . . . . . . . . . . . . . . . . 9
Subsidiary . . . . . . . . . . . . . . . . . . . . . 9
Trading Day. . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act of 1939. . . . . . . . . . . . . 9
Trustee. . . . . . . . . . . . . . . . . . . . . . . 9
Unregistered Security. . . . . . . . . . . . . . . . 9
U.S. Government Obligations. . . . . . . . . . . . . 9
Voting Security. . . . . . . . . . . . . . . . . . . 9
Yield to Maturity. . . . . . . . . . . . . . . . . . 10

ARTICLE TWO

SECURITIES

SECTION 2.1 Forms Generally. . . . . . . . . . . . . . . 10
SECTION 2.2 Form of Trustee's Certificate of Authentication 10
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . 11
SECTION 2.4 Authentication and Delivery of Securities. . 13
SECTION 2.5 Execution of Securities. . . . . . . . . . . 16
SECTION 2.6 Certificate of Authentication. . . . . . . . 16
SECTION 2.7 Denomination and Date of Securities; Payments
of Interest. . . . . . . . . . . . . . . . . 17
SECTION 2.8 Registration, Transfer and Exchange. . . . . 18
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . . 21
SECTION 2.10 Cancellation of Securities; Destruction Thereof 22
SECTION 2.11 Temporary Securities. . . . . . . . . . . . 22

ARTICLE THREE

COVENANTS OF THE ISSUER

<PAGE>

-iii-

SECTION 3.1 Payment of Principal and Interest. . . . . . 23
SECTION 3.2 Offices for Payments, Etc. . . . . . . . . . 23
SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee 24
SECTION 3.4 Paying Agents. . . . . . . . . . . . . . . . 25
SECTION 3.5 Written Statement to Trustee . . . . . . . . 25
SECTION 3.6 Luxembourg Publications. . . . . . . . . . . 26

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. . . . . . . 26
SECTION 4.2 Preservation and Disclosure of Securityholders Lists 26
SECTION 4.3 Reports by Issuer. . . . . . . . . . . . . . 28
SECTION 4.4 Reports by Trustee . . . . . . . . . . . . . 28

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration of Maturity;
Waiver of Default . . . . . . . . . . . . 30
SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove
Debt . . . . . . . . . . . . . . . . . . 33
SECTION 5.3 Application of Proceeds. . . . . . . . . . . 35
SECTION 5.4 Suits for Enforcement. . . . . . . . . . . . 36
SECTION 5.5 Restoration of Rights on Abandonment of Proceedings 36
SECTION 5.6 Limitations on Suits by Securityholders. . . 37
SECTION 5.7 Unconditional Right of Securityholders to Institute
Certain Suits . . . . . . . . . . . . . . 37
SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default . . . . . . . . . . 37
SECTION 5.9 Control by Holders of Securities . . . . . . 38
SECTION 5.10 Waiver of Past Defaults . . . . . . . . . . 38
SECTION 5.11 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. . . . . 39
SECTION 5.12 Right of Court to Require Filing of Undertaking
to Pay Costs . . . . . . . . . . . . . . . 39

ARTICLE SIX

CONCERNING THE TRUSTEE

<PAGE>

-iv-

SECTION 6.1 Duties and Responsibilities of the Trustee;
During Default; Prior to Default . . . . 40
SECTION 6.2 Certain Rights of the Trustee. . . . . . . . 41
SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application
of Proceeds Thereof. . . . . . . . . . . . 42
SECTION 6.4 Trustee and Agents May Hold Securities or
Coupons; Collections, Etc.. . . . . . . . 42
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . 42
SECTION 6.6 Compensation and Indemnification of Trustee
and Its Prior Claim . . . . . . . . . . . 42
SECTION 6.7 Right of Trustee to Rely on Officer's
Certificate, Etc. . . . . . . . . . . . . 43
SECTION 6.8 Qualification of Trustee; Conflicting
Interests . . . . . . . . . . . . . . . . 43
SECTION 6.9 Persons Eligible for Appointment as Trustee. 48
SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . 49
SECTION 6.11 Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . 50
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee . . . . 51
SECTION 6.13 Preferential Collection of Claims Against
the Issuer . . . . . . . . . . . . . . . 52
SECTION 6.14 Appointment of Authenticating Agent . . . . 56

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. 57
SECTION 7.2 Proof of Execution of Instruments and of
Holding of Securities. . . . . . . . . . . 57
SECTION 7.3 Holders to Be Treated as Owners. . . . . . . 58
SECTION 7.4 Securities Owned by Issuer Deemed Not
Outstanding . . . . . . . . . . . . . . . 58
SECTION 7.5 Right of Revocation of Action Taken. . . . . 59

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. . . . . . . . . . . . . . 59
SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. . . . . . . . . . . . . . 61
SECTION 8.3 Effect of Supplemental Indenture . . . . . . 62
SECTION 8.4 Documents to Be Given to Trustee . . . . . . 62
SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures. . . . . . . . . . 62
SECTION 8.6 Subordination Unimpaired . . . . . . . . . . 63

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

<PAGE>

-v-

SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain
Conditions . . . . . . . . . . . . . . . . 63

SECTION 9.2 Successor Corporation Substituted. . . . . . 63
SECTION 9.3 Opinion of Counsel Delivered to Trustee. . . 64

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture . . 64
SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities . . . . . . . . . . 69
SECTION 10.3 Repayment of Moneys Held by Paying Agent. . 69
SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years . . . . . . . 69
SECTION 10.5 Indemnity for U.S. Government Obligations . 70

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual
Liability. . . . . . . . . . . . . . . . 70
SECTION 11.2 Provisions of Indenture for the Sole Benefit
of Parties and Holders of Securities and
Coupons. . . . . . . . . . . . . . . . . 70
SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture . . . . . . . . . . . . . . . 71
SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities and Coupons . . . 71
SECTION 11.5 Officer's Certificates and Opinions of
Counsel; Statements to Be Contained
Therein . . . . . . . . . . . . . . . . 71
SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays . . . . . . . . . . . . . . . . 72
SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939. . . . . . . 73
SECTION 11.8 New York Law to Govern. . . . . . . . . . 73
SECTION 11.9 Counterparts. . . . . . . . . . . . . . . 73
SECTION 11.10 Effect of Headings . . . . . . . . . . . . 73
SECTION 11.11 Securities in a Foreign Currency or in ECU 73
SECTION 11.12 Judgment Currency. . . . . . . . . . . . . 74

ARTICLE TWELVE

REDEMPTION OF SECURITIES; SINKING FUNDS; AND OPTION
TO PURCHASE ON CHANGE OF CONTROL

<PAGE>

-vi-

SECTION 12.1 Applicability of Article. . . . . . . . . . 74
SECTION 12.2 Notice of Redemption; Partial Redemptions . 75
SECTION 12.3 Payment of Securities Called for Redemption 76
SECTION 12.4 Exclusion of Certain Securities from Eligibility
for Selection for Redemption . . . . . . 77
SECTION 12.5 Mandatory and Optional Sinking Funds. . . . 77
SECTION 12.6 Rescission of Redemption. . . . . . . . . . 79
SECTION 12.7 Purchase of Securities by the Issuer at Option
of the Holder upon Change of Control. . . . 80
SECTION 12.8 Effect of Change of Control Purchase Notice;
Withdrawal Notice . . . . . . . . . . . . . 82
SECTION 12.9 Securities Purchased in Part. . . . . . . . 83
SECTION 12.10 Covenant to Comply with Securities Laws upon
Purchase of Securities . . . . . . . . . . 83

ARTICLE THIRTEEN

SUBORDINATION

SECTION 13.1 Securities and Coupons Subordinated to Senior
Indebtedness . . . . . . . . . . . . . . . 84
SECTION 13.2 Disputes with Holders of Certain Senior
Indebtedness . . . . . . . . . . . . . . . 85
SECTION 13.3 Subrogation . . . . . . . . . . . . . . . . 86
SECTION 13.4 Obligation of Issuer Unconditional. . . . . 86
SECTION 13.5 Payments on Securities and Coupons Permitted 87
SECTION 13.6 Effectuation of Subordination by Trustee. . 87
SECTION 13.7 Knowledge of Trustee. . . . . . . . . . . . 87
SECTION 13.8 Trustee May Hold Senior Indebtedness. . . . 87
SECTION 13.9 Rights of Holders of Senior Indebtedness Not
Impaired . . . . . . . . . . . . . . . . 87
SECTION 13.10 Article Applicable to Paying Agents. . . . 88
SECTION 13.11 Trustee; Compensation Not Prejudiced . . . 88

ARTICLE FOURTEEN

CONVERSION

SECTION 14.1 Conversion Privilege. . . . . . . . . . . . 88
SECTION 14.2 Conversion Procedure; Rescission of Conversion;

Conversion Price; Fractional Shares. . . . 88

SECTION 14.3 Adjustment of Conversion Price for Common Stock 90
SECTION 14.4 Consolidation or Merger of the Issuer . . . 93
SECTION 14.5 Notice of Adjustment. . . . . . . . . . . . 94
SECTION 14.6 Notice in Certain Events. . . . . . . . . . 94
SECTION 14.7 Issuer to Reserve Stock; Registration; Listing 95
SECTION 14.8 Taxes on Conversion . . . . . . . . . . . . 96
SECTION 14.9 Conversion After Record Date . . . . . . . 96

<PAGE>

-vii-

SECTION 14.10 Corporate Action Regarding Par Value of
Common Stock. . . . . . . . . . . . . . . 96
SECTION 14.11 Issuer Determination Final . . . . . . . . 96
SECTION 14.12 Trustee's Disclaimer . . . . . . . . . . . 96

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . 98
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . 98

<PAGE>

THIS INDENTURE dated as of [ ], 1995, between ALEX. BROWN
INCORPORATED, a Maryland corporation (the "Issuer"), and BANKERS TRUST
COMPANY, as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the execution and
delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

NOW, THEREFORE:

ARTICLE ONE

DEFINITIONS

<PAGE>

"Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on the date hereof.

"Authenticating Agent" shall have the meaning set forth in
Section 6.14.

"Board of Directors" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act on its
behalf.

"Change of Control" shall be deemed to have occurred at such
time as any of the following events shall occur:

<PAGE>

or merger have at least a majority, directly or indirectly, of the
common stock of the resulting or surviving corporation immediately
after such consolidation or merger; or

(ii) there is a report filed on Schedule 13D or 14D-1 (or any
successor schedule, form or report) pursuant to the Securities
Exchange Act of 1934, disclosing that any person (for the purposes of
this definition only, as the term "person" is used in Section 13(d)(3)
or Section 14(d)(2) of the Securities Exchange Act of 1934 or any
successor provision to either of the foregoing) has become the
beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Securities Exchange Act of 1934) of 50% or more of the then outstanding
Voting Securities of the Issuer, provided that a person shall not be
deemed beneficial owner of, or to own beneficially, (A) any securities
tendered pursuant to a tender or exchange offer made by or on behalf of
such person or any of such person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange thereunder or
(B) any securities if such beneficial ownership (1) arises solely as a
result of a revocable proxy delivered in response to a proxy or
consent solicitation made pursuant to the applicable rules and
regulations under the Securities Exchange Act of 1934 and (2) is not also
then reportable on Schedule 13D (or any successor schedule) under the
Securities Exchange Act of 1934. Notwithstanding the foregoing, a Change
of Control shall not be deemed to have occurred by virtue of the Issuer,
any Subsidiary, any employee stock ownership plan or any other employee
benefit plan of the Issuer or any Subsidiary, or any person holding
Common Stock for or pursuant to the terms of any such employee
benefit plan, filing or becoming obligated to file a report under
or in respect to Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report) under the Securities Exchange Act of 1934
disclosing beneficial ownership by it of shares of Common Stock
whether in excess of 50% or otherwise.

"Change of Control Purchase Date" means the date that is 40
business days after the occurrence of a Change of Control.

"Change of Control Purchase Notice" shall have the meaning set
forth in Section 12.7(c).

<PAGE>

respect to such series), as the same may be adjusted from time to time
in accordance with Section 14.3 (or such supplemental indenture).

"Converting Holder" shall have the meaning specified in
Section 14.2(c) of this Indenture.

"Coupon" means any interest coupon appertaining to a Security.

"Covenant Defeasance" shall have the meaning set forth in
Section 10.1(C).

"Dollar" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of
public and private debts.

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

"Event of Default" means any event or condition specified as
such in Section 5.1.

"Foreign Currency" means a currency issued by the government
of a country other than the United States.

<PAGE>

6
"Holder", "Holder of Securities", "Securityholder" or other
similar terms mean (a) in the case of any Registered Security, the
person in whose name such Security is registered in the security
register kept by the Issuer for that purpose in accordance with the
terms hereof, and (b) in the case of any Unregistered Security, the
bearer of such Security, or any Coupon appertaining thereto, as the case
may be.

"Indebtedness" shall have the meaning set forth in Section
5.1.

"Interest" means, when used with respect to non-interest
bearing Securities, interest payable after maturity.

"Issuer" means (except as otherwise provided in Article Six)
Alex. Brown Incorporated, a Maryland corporation and, subject to Article
Nine, its successors and assigns.

"Judgment Currency" shall have the meaning set forth in
ection 11.12.

"NYSE" means the New York Stock Exchange.

"Original Issue Date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of
any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or
substitution.

<PAGE>

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

(b) Securities, or portions thereof, for the payment or
redemption of which moneys or U.S. Government obligations (as
provided for in Section 10.1) in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent
(other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), Provided that if
such Securities, or portions thereof, are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been
given as herein provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and

<PAGE>

"principal" whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and
premium, if any".

"record date" shall have the meaning set forth in Section 2.7.

"Registered Security" means any Security registered on the
Security register of the Issuer.

"Required Currency" shall have the meaning set forth in
Section 11.12.

<PAGE>

"Senior Indebtedness" means obligations (other than
non-recourse obligations, the Securities or any other obligations
specifically designated as being subordinate in right of payment to
Senior Indebtedness) of, or guaranteed or by, the Issuer for borrowed
money or evidenced by bonds, debentures, notes or other similar
instruments, and amendments, renewals, extensions, modifications and
refundings of any such indebtedness or obligation.

"Subsidiary" means any corporation, partnership or other
entity of which at the time of determination the Issuer owns or controls
directly or indirectly more than 50% of the Voting Securities.

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was originally executed.

"Unregistered Security" means any Security other than a
Registered Security.

"U.S. Government Obligations" shall have the meaning set forth
in Section 10.1(A).

<PAGE>

securities which carry only the right to vote conditionally on the
happening of an event shall not be considered Voting Securities whether
or not such event shall have happened.

ARTICLE TWO

SECURITIES

SECTION 2.2 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

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

,
as Trustee

By
Authorized Officer"

<PAGE>

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

,
as Authenticating Agent

By
Authorized Officer"

SECTION 2.3 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and the
Securities of each such series shall rank equally and pari passu with
the Securities of each other series, but all Securities issued hereunder
shall be subordinate and junior in right of payment, to the extent and
in the manner set forth in Article Thirteen, to all Senior Indebtedness
of the Issuer. There shall be established in or pursuant to one or more
Board Resolutions (and, to the extent established pursuant to rather
than set forth in a Board Resolution, in an Officer's Certificate
detailing such establishment) or established in one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any
series,

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

(3) if other than Dollars, the coin or currency in which the
Securities of that series are denominated (including, but not
limited to, any Foreign Currency or ECU);

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

<PAGE>

(6) the place or places where the principal of and any
interest on Securities of the series shall be payable (if other
than as provided in Section 3.2);

(10) 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;

(14) whether the Securities of the series will be issuable as
Registered Securities (and if so, whether such Securities will be
issuable as Registered Global

<PAGE>

Securities) or Unregistered Securities (with or without Coupons),
or any combination of the foregoing, any restrictions applicable to
the offer, sale or delivery of Unregistered Securities or the
payment of interest thereon and, if other than as provided in
Section 2.8, the terms upon which Unregistered Securities of any
series may be exchanged for Registered Securities of such series
and vice versa;

(15) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of the series held by a person
who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the
Issuer will have the option to redeem such Securities rather than
pay such additional amounts;

(17) any trustees, depositories, authenticating or paying
agents, transfer agents or registrars or any other agents with
respect to the Securities of such series;

(18) any other events of default or covenants with respect to
the Securities of such series; and

(19) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

<PAGE>

agent, which instructions shall be promptly confirmed in writing. In
authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive (in the case of subparagraphs
2, 3 and 4 below only at or before the time at the first request of the
Issuer to the Trustee to authenticate Securities of such series) and
(subject to Section 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons,
if any, are not to be delivered to the Issuer, provided that, with
respect to Securities of a series subject to a Periodic Offering,
(a) such Issuer Order may be delivered by the Issuer to the Trustee
prior to the delivery to the Trustee of such Securities for
authentication and delivery, (b) the Trustee shall authenticate and
deliver Securities of such series for original issue from time to
time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to an Issuer
Order or pursuant to procedures acceptable to the Trustee as may be
specified from time to time by an Issuer Order, (c) the maturity
date or dates, original issue date or dates, interest rate or rates
and any other terms of Securities of such series shall be
determined by an Issuer Order or pursuant to such procedures and
(d) if provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral or
electronic instructions from the Issuer or its duly authorized
agent or agents, which oral instructions shall be promptly
confirmed in writing;

(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter addressed to the Trustee permitting it to rely
on an Opinion of Counsel, substantially to the effect that:

(a) the forms of the Securities and Coupons, if any,
have been duly authorized and established in conformity with
the provisions of this Indenture;

<PAGE>

accordance with this Indenture, and when such other terms as
are to be established pursuant to procedures set forth in an
Issuer Order shall have been established, all such terms will
have been duly authorized by the Issuer and will have been
established in conformity with the provisions of this
Indenture;

(c) when the Securities and Coupons, if any, have been
executed by the Issuer and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered
to and duly paid for by the purchasers thereof, they will have
been duly issued under this Indenture and will be valid and
legally binding obligations of the Issuer, enforceable in
accordance with their respective terms, and will be entitled
to the benefits of this Indenture; and

<PAGE>

personal liability to existing Holders or would affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or
otherwise.

If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more
Registered Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with this Section 2.4 and the Issuer Order with
respect to such series, authenticate and deliver one or more Registered
Global Securities that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global
Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions and (iv) shall bear a legend substantially to
the following effect: "Unless and until it is exchanged in whole or in
part for Securities in definitive registered form, this Security may not
be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary."

SECTION 2.6 Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited,

<PAGE>

executed by the Trustee by the manual signature of one of its authorized
officers, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any
purpose until the certificate of authentication on the Security to which
such Coupon appertains shall have been duly executed by the Trustee.
The execution of such certificate by the Trustee upon any Security
executed by the Issuer 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.

<PAGE>

for Unregistered Securities of such series. Whenever any Securities are
so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities and Coupons
surrendered upon any exchange or transfer provided for in this Indenture
shall be promptly cancelled and disposed of by the Trustee and the
Trustee will deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of
transfer, exchange, redemption, conversion or payment shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by the Holder
or his attorney duly authorized in writing.

<PAGE>

Securities representing such Registered Securities in exchange for such
Registered Global Security or Securities.

<PAGE>

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute and,
upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver a new Security of the same series, maturity
date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or
substitution for the Security to which such mutilated, defaced,
destroyed, lost or stolen Coupon appertained, with Coupons appertaining
thereto corresponding to the Coupons so mutilated, defaced, destroyed,
lost or stolen. In every case the applicant for a substitute Security
or Coupon shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or
Coupon and of the ownership thereof and in the case of mutilation or
defacement shall surrender the Security and related Coupons to the
Trustee or such agent.

Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that
any such Security or Coupon is destroyed,

<PAGE>

lost or stolen shall constitute an additional contractual obligation of
the Issuer, whether or not the destroyed, lost or stolen Security or
Coupon shall be at any time enforceable by anyone and shall be entitled
to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any
and all other Securities or Coupons of such series duly authenticated
and delivered hereunder. All Securities and Coupons shall be held and
owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, defaced or destroyed, lost or stolen Securities
and Coupons and shall preclude 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.

<PAGE>

series, an equal aggregate principal amount of definitive Securities of
the same series having authorized denominations and, in the case of
Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as
definitive Securities of such series, unless otherwise established
pursuant to Section 2.3. The provisions of this Section are subject to
any restrictions or limitations on the issue and delivery of temporary
Unregistered Securities of any series that may be established pursuant
to Section 2.3 (including any provision that Unregistered Securities of
such series initially be issued in the form of a single global
Unregistered Security to be delivered to a depositary or agency located
outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be
issued in exchange for such temporary global Unregistered Security).

ARTICLE THREE

COVENANTS OF THE ISSUER

<PAGE>

the Securities of each series may be presented for exchange as is
provided in this Indenture, where the Securities may be presented for
conversion, and, if applicable, pursuant to Section 2.3 and where the
Registered Securities of each series may be presented for registration
of transfer as provided in this Indenture.

The Issuer will maintain one or more offices or agencies in a
city or cities located outside the United States (including any city in
which such an agency is required to be maintained under the rules of any
stock exchange on which the Securities of such series are listed) where
the Unregistered Securities, if any, of each series and Coupons, if any,
appertaining thereto may be presented for payment. No payment on any
Unregistered Security or Coupon will be made upon presentation of such
Unregistered Security or Coupon at an agency of the Issuer within the
United States nor will any payment be made by transfer to an account in,
or by mail to an address in, the United States unless pursuant to
applicable United States laws and regulations then in effect such
payment can be made without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, payments in Dollars of Unregistered
Securities of any series and Coupons appertaining thereto which are
payable in Dollars may be made at an agency of the Issuer maintained in
the Borough of Manhattan, The City of New York if such payment in
Dollars at each agency maintained by the Issuer outside the United
States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar
restrictions.

SECTION 3.3 Appointment to Fill a Vacancy in Office of
Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in
the office of the Trustee, will

<PAGE>

appoint, in the manner provided in Section 6.10, a Trustee, so that
there shall at all times be a Trustee with respect to each series of
Securities hereunder.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject
to the provisions of Sections 10.3 and 10.4.

<PAGE>

performance by the signers of their duties as officers of the Issuer
they would normally have knowledge of any default by the Issuer in the
performance of any covenants contained in this Indenture, stating
whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the
nature thereof.

SECTION 3.6 Luxembourg Publications. In the event of the
publication of any notice pursuant to Section 5.11, 6.8, 6.10(a), 6.11,
8.2, 10.4, 12.2 or 12.5, the party making such publication in the
Borough of Manhattan, The City of New York and London shall also, to the
extent that notice is required to be given to Holders of Securities of
any series by applicable Luxembourg law or stock exchange regulation, as
evidenced by an Officer's Certificate delivered to such party, make a
similar publication in Luxembourg.

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.2 Preservation and Disclosure of Securityholders
Lists. (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 each series of Registered Securities (i) contained in the
most recent list furnished to it as provided in Section 4.1, (ii)
received by it in the capacity of Security registrar for such series, if
so acting, and (iii) filed with it within two preceding years pursuant
to subsection 4.4(c)(ii). The Trustee may destroy any list furnished to
it as provided in Section 4.1 upon receipt of a new list so furnished.

<PAGE>

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

(c) Each and every Holder of Securities and Coupons, by
receiving and holding the same, agrees with the Issuer and the Trustee
that neither the Issuer nor the

<PAGE>

Trustee nor any agent of the Issuer or the Trustee shall be held
accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Securities in accordance with
the provisions of subsection (b) of this Section, regardless of the
source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant
to a request made under such subsection (b).

SECTION 4.3 Reports by Issuer. The Issuer covenants:

SECTION 4.4 Reports by Trustee. (a) Within 60 days after [
] of each year commencing with the year 1995, the Trustee shall transmit
by mail to the Holders of Securities, as provided in subsection (c) of
this Section, a brief report dated as of such [ ] with respect
to:

<PAGE>

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

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

(i) to all Holders of Registered Securities, as the names
and addresses of such Holders appear upon the registry books of the
Issuer;

<PAGE>

(ii) to such other Holders of Securities as have, within two
years preceding such transmission, filed their names and addresses
with the Trustee for that purpose; and

(iii) except in the case of reports pursuant to subsection
(b), to each Holder of a Security whose name and address are
preserved at the time by the Trustee as provided in Section 4.2(a).

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

(c) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the
Issuer in the Securities of such series (other than a covenant or
warranty in respect of the Securities of such series a default in
the performance or breach of which is elsewhere in this Section 5.1
specifically dealt with) or in this Indenture contained for a period
of 60 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder
and demanding that the Issuer remedy the same, shall have been given
by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or

<PAGE>

to the Issuer and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of all
series affected thereby; or

(h) any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the
form of Security for such series;

<PAGE>

The foregoing provisions, however, are subject to the condition
that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may
be specified in the terms thereof) of the Securities of any series (or
of all the Securities, as the case may be) 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 Issuer shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the
Securities of each such series (or of all the Securities, as the case
may be) and the principal and Change in Control Purchase Price of any
and all Securities of each such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of
such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series (or at the respective rates
of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each
predecessor Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee

<PAGE>

except as a result of negligence or bad faith, and if any and all Events
of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein
- -- then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series or of all the
Securities, in each case voting as a single class, then Outstanding, by
written notice to the Issuer and to the Trustee, may waive all defaults
with respect to each such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any
right consequent thereon.

Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest on the Securities of any Series to the
registered Holders, whether or not the Securities of such series be
overdue.

<PAGE>

(c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders
and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official is hereby authorized
by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to

<PAGE>

pay to the Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Trustee, each predecessor Trustee and
their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of
negligence or bad faith.

SECTION 5.3 Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any series shall,
subject to the subordination provisions hereof, 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 interest,
upon presentation of the several Securities and Coupons appertaining to
such Securities in respect of which monies have been collected and
stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for
the presented Securities of like series if only partially paid, or upon
surrender thereof if fully paid:

<PAGE>

FOURTH: To the payment of the remainder, if any, to the Issuer
or any other person lawfully entitled thereto.

<PAGE>

remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 5.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or Coupons is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or

<PAGE>

employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.

SECTION 5.10 Waiver of Past Defaults. Prior to the
acceleration of the maturity of any Securities as provided in Section
5.1, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding with respect to which
an Event of Default shall have occurred and be continuing (voting as a
single class) may, on behalf of the Holders of all such Securities,
waive any past default or Event of Default described in Section 5.1 and
its consequences, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the
Issuer, the Trustee and the Holders of all such Securities 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.

<PAGE>

SECTION 5.11 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any
series, give notice of all defaults with respect to that series known to
the Trustee (i) if any Unregistered Securities of that series are then
Outstanding, to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and at least once in an Authorized Newspaper in London (and, if required
by Section 3.6, at least once in an Authorized Newspaper in Luxembourg)
and (ii) to all Holders of Securities of such series in the manner and
to the extent provided in Section 4.4(c), unless in each case such
defaults shall have been cured before the mailing or publication of such
notice (the term "defaults" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided that,
except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of
any sinking fund installment on such series, the Trustee shall be
protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of
the Securityholders of such series.

<PAGE>

ARTICLE SIX

CONCERNING THE TRUSTEE

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

<PAGE>

SECTION 6.2 Certain Rights of the Trustee. Subject to Section
6.1:

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officer's
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution of the Board of
Directors may be evidenced to the Trustee by a copy thereof
certified by the secretary or an assistant secretary of the Issuer;

<PAGE>

appraisal, bond, debenture, note, coupon, security, or other paper
or document unless requested in writing so to do by the Holders of
not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided 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 expenses or liabilities as a condition to proceeding;
the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee,
shall be repaid by the Issuer upon demand; and

<PAGE>

request for all reasonable expenses, disbursements and advances incurred
or made by or on behalf of it 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 agents and other
persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including
the costs and expenses of defending itself against or investigating any
claim of liability in the premises. The obligations of the Issuer under
this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim 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 or Coupons, and the Securities are hereby subordinated to
such senior claim.

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

<PAGE>

(ii) the Trustee or any of its directors or executive officers
is an obligor upon the Securities of any series issued under this
Indenture or an underwriter for the Issuer;

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

(iv) the Trustee or any of its directors or executive officers
is a director, officer, partner, employee, appointee, or
representative of the Issuer, or of an underwriter (other than the
Trustee itself) for the Issuer who is currently engaged in the
business of underwriting, except that (x) one individual may be a
director or an executive officer, or both, of the Trustee and a
director or an executive officer, or both, of the Issuer, but may
not be at the same time an executive officer of both the Trustee and
the Issuer; (y) if and so long as the number of directors of the
Trustee in office is more than nine, one additional individual may
be a director or an executive

<PAGE>
45

officer, or both, of the Trustee and a director of the Issuer; and
(z) the Trustee may be designated by the Issuer or by any
underwriter for the Issuer to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent, escrow agent, or
depositary, or in any other similar capacity, or, subject to the
provisions of subsection (c)(i) of this Section, to act as trustee,
whether under an indenture or otherwise;

(ix) the Trustee owns on [ ] in any calendar year, in the
capacity of executor, administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or in any other similar
capacity, an aggregate of 25% or more of the voting securities, or
of any class of security, of any person, the beneficial ownership of
a specified percentage of which would have constituted a conflicting
interest under Section 6.8(c)(vi), (vii) or (viii). As to any such
securities of which the Trustee acquired ownership through becoming
executor, administrator, or testamentary trustee of an estate which
included them, the provisions of the preceding sentence shall not
apply, for a period of two years from the date of such acquisition,
to the extent that such securities included in such estate do not
exceed 25% of such voting securities or 25% of any such class of
security. Promptly after [ ] in each calendar year, the
Trustee shall make a check of its holdings of such securities in any
of the above-mentioned capacities as of such [ ]. If the Issuer
fails to make payment in full of

<PAGE>
46

principal of or interest on any of the Securities when and as the
same becomes due and payable, and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of its holdings of
such securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph, all such
securities so held by the Trustee, with sole or joint control over
such securities vested in it, shall, but only so long as such
failure shall continue, be considered as though beneficially owned
by the Trustee for the purposes of subsection (c)(vi), (vii) and
(viii) of this Section.

For the purposes of subsections (c)(vi), (vii), (viii) and (ix)
of this Section, only,

(ii) an obligation shall be deemed to be in default when a
default in payment of principal shall have continued for 30 days or
more and shall not have been cured; and

Except as provided above, the word "security" or "securities"
as used in this Section shall mean any note, stock, treasury stock,
bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas or
other mineral rights, or, in general, any interest or instrument
commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of
the foregoing.

<PAGE>

(d) For purposes of this Section:

(ii) the term "director" shall mean any director of a
corporation or any individual performing similar functions with
respect to any organization whether incorporated or unincorporated;

(v) the term "Issuer" shall mean any obligor upon the
Securities; and

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

<PAGE>
48

such person are entitled to cast in the direction or management of
the affairs of such person;

(ii) a specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities
of the class outstanding;

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

(A) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;

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

(D) securities held in escrow if placed in escrow by the
issuer thereof;

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

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

<PAGE>

Columbia having a combined capital and surplus of at least $5,000,000,
and which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal, state or
District of Columbia authority. Such corporation shall have its
principal place of business in the Borough of Manhattan, The City of New
York if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation pub-
lishes 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. 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 6.10.

SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all
series of Securities by giving written notice of resignation to the
Issuer and (i) if any Unregistered Securities of a series affected are
then Outstanding, by giving notice of such resignation to the Holders
thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.6, at
least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section
4.4(c)(ii) at such addresses as were so furnished to the Trustee and
(iii) by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If
no successor trustee shall have been so appointed with respect to any
series 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, or
any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject
to the provisions of Section 5.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.

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

<PAGE>

(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.9 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with
respect to any series of Securities, or shall be adjudged a bankrupt
or insolvent, or a receiver or liquidator of the Trustee or of its
property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;

SECTION 6.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall
execute and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or
any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations with respect to such series
of its predecessor hereunder, with like effect as if originally named as
trustee for such series hereunder; but, nevertheless, on the written
request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to
Section 10.4, pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties
and obligations. Upon request of any such successor

<PAGE>

trustee, the Issuer shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 6.6.

Upon acceptance of appointment by any successor trustee as
provided in this Section 6.11, the Issuer shall give notice thereof (a)
if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof, by publication of such notice at
least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York and at least once in an Authorized Newspaper in London
(and, if required by Section 3.6, at least once in an Authorized
Newspaper in Luxembourg), (b) if any Unregistered Securities of a series
affected are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section
4.4(c)(ii), by mailing such notice to such Holders at such addresses as
were so furnished to the Trustee (and the Trustee shall make such
information available to the Issuer for such purpose) and (c) to the
Holders of Registered Securities of each series affected, by mailing
such notice to such Holders at their addresses as they shall appear on
the registry books. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by
Section 6.10. If the Issuer fails to give such notice within ten days
after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the
Issuer.

<PAGE>

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 6.8 and eligible under the provisions of
Section 6.9, 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.

<PAGE>

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

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

If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the Holders of
other indenture securities in such manner that the Trustee, such
Securityholders and the Holders of other indenture securities realize,
as a result of payments from such special account and payments of
dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11
of the United States Code or applicable state law, the same percentage
of their respective claims, figured before crediting to the claim of the
Trustee anything on account of the receipt by it from the Issuer of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, such Securityholders and the Holders
of other indenture securities dividends on claims filed against the
Issuer in bankruptcy or receivership

<PAGE>

or in proceedings for reorganization pursuant to Title 11 of the United
States Code or applicable state law, but after crediting thereon
receipts on account of the indebtedness represented by their respective
claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include
any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11
of the United States Code or applicable state law, whether such
distribution is made in cash, securities or other property, but shall
not include any such distribution with respect to the secured portion,
if any, of such claim. The court in which such bankruptcy, receivership
or proceeding for reorganization is pending shall have jurisdiction (i)
to apportion between the Trustee, such Securityholders and the Holders
of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee,
such Securityholders and the Holders of other indenture securities with
respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

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

<PAGE>

circumstances surrounding the making thereof is given to the
Securityholders at the time and in the manner provided in this
Indenture;

<PAGE>

from the making, drawing, negotiating or incurring of the draft,
bill of exchange, acceptance or obligation; and

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

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 6.14
with respect to one or more series of Securities, the Trustee shall, upon
receipt of an Issuer Order, appoint a successor Authenticating Agent and
the Issuer shall provide notice of such appointment to all Holders of
Securities of such series in the manner and to the extent provided in
Section 11.4. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers,
duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer
agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the
Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee.

<PAGE>

Sections 6.2, 6.3, 6.4, 6.6, 6.9 and 7.3 shall be applicable to
any Authenticating Agent.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

(a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take
acknowledgements of deeds or administer oaths that the person
executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer. Where such execution
is by or on behalf of any legal entity other than an individual,
such certificate or affidavit shall also constitute sufficient proof
of the authority of the person executing the same. The fact of the
holding by any Holder of an Unregistered Security of any series, and
the identifying number of such Security and the date of his holding
the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or
recognized securities dealer wherever situated satisfactory to the
Trustee, if such certificate shall be deemed by the Trustee to be
satisfactory. Each such certificate shall be dated and shall state
that on the date thereof a Security of such series bearing a
specified identifying number was deposited with or exhibited to such
trust company, bank, banker or recognized securities dealer by the
person named in such certificate. Any such certificate may be
issued in respect of one or more Unregistered Securities of one or
more series specified therein. The holding by the person named in
any such certificate of any Unregistered Securities of any series
specified therein shall be presumed to continue for a period of one
year from the date of such certificate unless at the time of any
determination of such holding (1) another certificate bearing a
later

<PAGE>

date issued in respect of the same Securities shall be produced, or
(2) the Security of such series specified in such certificate shall
be produced by some other person, or (3) the Security of such series
specified in such certificate shall have ceased to be Outstanding.
Subject to Sections 6.1 and 6.2, the fact and date of the execution
of any such instrument and the amount and numbers of Securities of
any series held by the person so executing such instrument and the
amount and numbers of any Security or Securities for such series may
also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or
in any other manner which the Trustee for such series may deem
sufficient.

(b) In the case of Registered Securities, the ownership of
such Securities shall be proved by the Security register or by a
certificate of the Security registrar.

SECTION 7.3 Holders to Be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat
the person in whose name any Security shall be registered upon the
Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of
receiving payment of or on account of the principal of, Change of
Control Purchase Price and, subject to the provisions of this Indenture,
interest on such Security and for all other purposes; and neither the
Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon as the absolute owner
of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other
purposes and neither the Issuer, the Trustee, nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such
Unregistered Security or Coupon.

SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have concurred in
any direction, consent or waiver under this Indenture, Securities which
are owned by the Issuer or any other obligor on the Securities with
respect to which such determination is being made or by any person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made 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 which the Trustee knows are so owned shall be
so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect
to such Securities and that the pledgee is not the Issuer or any other
obligor upon the Securities or any person

<PAGE>

directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the
Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the
Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the
Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 6.1 and 6.2, the
Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts set forth therein and of the fact that
all Securities not listed therein are Outstanding for the purpose of any
such determination.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its
Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of
such action may be determined in accordance with or pursuant to an
Issuer Order), and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following
purposes:

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

<PAGE>

(e) to establish the form or terms of Securities of any
series or of the Coupons appertaining to such Securities as
permitted by Sections 2.1 and 2.3;

<PAGE>

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of Holders of Securities of
such series, or of Coupons appertaining to such Securities, with respect
to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series or
of the Coupons appertaining to such Securities.

<PAGE>

aforesaid and other documents, if any, required by Section 7.1, the
Trustee shall join with the Issuer 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.

Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to the provisions of this Section,
the Trustee shall give notice thereof (i) to the Holders of then
Outstanding Registered Securities of each series affected thereby, by
mailing a notice thereof by first-class mail to such Holders at their
addresses as they shall appear on the Security register, (ii) if any
Unregistered Securities of a series affected thereby are then
Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing a
notice thereof by first-class mail to such Holders at such addresses as
were so furnished to the Trustee and (iii) if any Unregistered
Securities of a series affected thereby are then Outstanding, to all
Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and at least once in an Authorized Newspaper in London (and, if required
by Section 3.6, at least once in an Authorized Newspaper in Luxembourg),
and in each case such notice shall set forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to
give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

<PAGE>

the Trustee for such series as to any matter provided for by such
supplemental indenture or as to any action taken by Securityholders. If
the Issuer or the Trustee shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the
Securities of such series then outstanding.

SECTION 8.6 Subordination Unimpaired. This Indenture may not
be amended to alter the subordination of any of the Outstanding
Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.2 Successor Corporation Substituted. In case of any
such consolidation, merger, sale, lease or conveyance, and following
such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Issuer, with the
same effect as if it had been named herein. Such successor corporation
may cause to be signed, and may issue either in its own name or in the
name of the Issuer prior to such succession any or all of the Securities
issuable hereunder which together with any Coupons appertaining thereto
theretofore shall not have been signed by the Issuer and delivered to
the Trustee; and, upon the order of such successor corporation, instead
of the Issuer, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of
the Issuer to the Trustee for authentication, and any Securities which
such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose.

<PAGE>

All of the Securities so issued together with any Coupons appertaining
thereto shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

<PAGE>

case of any series of Securities the payments on which may only be made
in Dollars, direct obligations of the United States of America, backed
by its full faith and credit ("U.S. Government Obligations"), maturing
as to principal and interest at such times and in such amounts as will
insure the availability of cash, or a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to
the Trustee, to pay (A) the principal and interest on all Securities of
such series and Coupons appertaining thereto on each date that such
principal or interest is due and payable and (B) any mandatory sinking
fund payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such
series; and if, in any such case, the Issuer shall also pay or cause to
be paid all other sums payable hereunder by the Issuer, then this
Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer and exchange of Securities of such Series
and of Coupons appertaining thereto and the Issuer's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons, (iii) rights of holders of
Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the
Holders to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations, duties and immunities of the Trustee hereunder, (v)
the rights of the Holders of Securities of such series and Coupons
appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them,
and (vi) the obligations of the Issuer under Section 3.2) and the
Trustee, on demand of the Issuer accompanied by an Officer's Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture; provided that the rights of Holders of the
Securities and Coupons to receive amounts in respect of principal of and
interest on the Securities and Coupons held by them shall not be delayed
longer than required by then-applicable mandatory rules or policies of
any securities exchange upon which the Securities are listed. The
Issuer agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by
the Trustee in connection with this Indenture or the Securities of such
series.

(B) The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a Board
Resolution, Officer's Certificate or indenture supplemental hereto
provided pursuant to Section 2.3. In addition to discharge of the
Indenture pursuant to the next preceding paragraph, in the case of any
series of Securities the exact amounts (including the currency of
payment) of principal of and interest due on which can be determined at
the time of making the deposit referred to in clause (a) below, the
Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the 91st day after the date of the deposit
referred to in subparagraph (a) below, and the provisions of this
Indenture with respect to the Securities of such series and Coupons
appertaining thereto shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Securities of such
series and of Coupons appertaining thereto and the Issuer's right of
optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons,

<PAGE>

(iii) rights of Holders of Securities and Coupons appertaining thereto
to receive payments of principal thereof and interest thereon, upon the
original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of
such series and Coupons appertaining thereto as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to
all or any of them and (vi) the obligations of the Issuer under Section
3.2) and the Trustee, at the expense of the Issuer, shall, at the
Issuer's request, execute proper instruments acknowledging the same, if

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

<PAGE>

(e) no event or condition shall exist that, pursuant to the
provisions of Section 13.1, would prevent the Issuer from making
payments of the principal of or interest on the Securities of such
series and Coupons appertaining thereto on the date of such deposit
or at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period); and

(f) the Issuer has delivered to the Trustee an Opinion of
Counsel to the effect that (x) the trust funds will not be subject
to any rights of holders of Senior Indebtedness, including without
limitation those arising under Article Thirteen of this Indenture,
and (y) after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors'
rights generally, except that if a court were to rule under any
such law in any case or proceeding that the trust funds remained
property of the Issuer, no opinion is given as to the effect of
such laws on the trust funds except the following: (A) assuming
such trust funds remained in the Trustee's possession prior to such
court ruling to the extent not paid to Holders of Securities of
such series and Coupons appertaining thereto, the Trustee will
hold, for the benefit of such Holders, a valid and perfected
security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, (B) such Holders will be entitled to
receive adequate protection of their interests in such trust funds
if such trust funds are used, and (C) no property, rights in
property or other interests granted to the Trustee or such Holders
in exchange for or with respect to any of such funds will be
subject to any prior rights of holders of Senior Indebtedness,
including without limitation those arising under Article Thirteen
of this Indenture.

(C) The Issuer shall be released from its obligations under
Section 9.1 with respect to the Securities of any Series, and any
Coupons appertaining thereto, Outstanding on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of any Series, the Issuer may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section
or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not
constitute an Event of Default under Section 5.1, but the remainder of
this Indenture and such Securities and Coupons shall be unaffected
thereby. The following shall be the conditions to application of this
subsection (C) of this Section 10.1:

<PAGE>

times and in such amounts as will insure the availability of cash,
or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay (A) the principal and interest on all Securities of
such series and coupons appertaining thereto and (B) any mandatory
sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the
Securities of such series.

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

(f) No event or condition shall exist that, pursuant to the
provisions of Section 13.1, would prevent the Issuer from making
payments of the principal of or interest on the Securities of such
series and Coupons appertaining thereto on the date of such deposit
or at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).

(g) The Issuer shall have delivered to the Trustee an
Officer's Certificate and Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons appertaining
thereto will not recognize income, gain or loss for federal income
tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
covenant defeasance had not occurred.

(h) The Issuer shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to the covenant
defeasance contemplated by this provision have been complied with.

<PAGE>

(i) The Issuer has delivered to the Trustee an Opinion of
Counsel to the effect that (x) the trust funds will not be subject
to any rights of holders of Senior Indebtedness, including without
limitation those arising under Article Thirteen of this Indenture,
and (y) after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors'
rights generally, except that if a court were to rule under any
such law in any case or proceeding that the trust funds remained
property of the Issuer, no opinion is given as to the effect of
such laws on the trust funds except the following: (A) assuming
such trust funds remained in the Trustee's possession prior to such
court ruling to the extent not paid to Holders of Securities of
such series and Coupons appertaining thereto, the Trustee will
hold, for the benefit of such Holders, a valid and perfected
security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, (B) such Holders will be entitled to
receive adequate protection of their interests in such trust funds
if such trust funds are used, and (C) no property, rights in
property or other interests granted to the Trustee or such Holders
in exchange for or with respect to any of such funds will be
subject to any prior rights of holders of Senior Indebtedness,
including without limitation those arising under Article Thirteen
of this Indenture.

<PAGE>

Issuer for any payment which such Holder may be entitled to collect, and
all liability of the Trustee or any paying agent with respect to such
moneys shall thereupon cease; provided, however, that the Trustee or
such paying agent, before being required to make any such repayment with
respect to moneys deposited with it for any payment (a) in respect of
Registered Securities of any series, shall at the expense of the Issuer,
mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the Security register, and (b) in
respect of Unregistered Securities of any series, shall at the expense
of the Issuer cause to be published once, in an Authorized Newspaper in
the Borough of Manhattan, The City of New York and once in an Authorized
Newspaper in London (and if required by Section 3.6, once in an
Authorized Newspaper in Luxembourg), notice, that such moneys remain and
that, after a date specified therein, which shall not be less than
thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons. Nothing in this
Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or implied, shall give or be construed to give to any person,
firm or corporation, other than the parties hereto and their successors
and the holders of Senior Indebtedness and the Holders of the Securities
or Coupons, if any, any legal or equitable right, remedy or claim under
this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties
hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

<PAGE>

SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities and Coupons. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities or Coupons to or
on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Alex. Brown Incorporated, 135 East Baltimore
Street, Baltimore, Maryland 21202, Attention: Secretary. Any notice,
direction, request or demand by the Issuer or any Holder of Securities
or Coupons to or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee
with the Issuer) to Bankers Trust Company, Four Albany Street, New York,
New York 10006, Attention: Corporate Trust and Agency Group.

<PAGE>

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a
statement that such firm is independent.

<PAGE>
73

SECTION 11.10 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

<PAGE>

of Securities pursuant to the terms of this Indenture, including,
without limitation, any determination contemplated in Section 5.1 (f) or
(g).

ARTICLE TWELVE

REDEMPTION OF SECURITIES; SINKING FUNDS; AND OPTION
TO PURCHASE ON CHANGE OF CONTROL

<PAGE>

SECTION 12.2 Notice of Redemption; Partial Redemptions.
Notice of redemption to the Holders of Registered Securities of any
series to be redeemed as a whole or in part at the option of the Issuer
shall be given by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the
date fixed for redemption to such Holders of Securities of such series
at their last addresses as they shall appear upon the registry books.
Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses
with the Trustee pursuant to Section 4.4(c)(ii), shall be given by
mailing notice of such redemption, by first class mail, postage prepaid,
at least 30 days and not more than 60 days prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to
the Trustee (and, in the case of any such notice given by the Issuer,
the Trustee shall make such information available to the Issuer for such
purpose). Such notice shall also state the current conversion Price and
the date on which the right to convert such Securities or portions
thereof into Common Stock will expire and the place or places where such
Securities may be surrendered for conversion. Notice of redemption to
all other Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York
and in an Authorized Newspaper in London (and, if required by Section
3.6, in an Authorized Newspaper in Luxembourg), in each case, once in
each of three successive calendar weeks, the first publication to be not
less than 30 nor more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of
such series.

<PAGE>

shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

<PAGE>

SECTION 12.7 Purchase of Securities by the Issuer at Option
of the Holder upon Change of Control. (a) If so provided in a Board
Resolution with respect to the Securities of any series, and if at any
time there shall have occurred a Change of Control, the Securities of any
series shall be purchased by the Issuer, at the option of the Holder
thereof, at the Change of Control Purchase Price, on the Change of Control
Purchase Date, subject to satisfaction by or on behalf of the Holder of a
Security of such series of the requirements set forth in Section
12.7(c).

<PAGE>

(1) the events causing a Change of Control and the date such
Change of Control is deemed to have occurred for purposes of this
Section 12.7;

(2) the date by which the Change of Control Purchase Notice
pursuant to this Section 12.7 must be given;

(3) the Change of Control Purchase Date;

(4) the Change of Control Purchase Price;

(5) the place to surrender the Securities of any series in
exchange for the Change of Control Purchase Price;

(7) the current Conversion Price;

(9) the procedures the holder must follow to exercise rights
under this Section 12.7;

(10) that Holders who wish to convert Securities of any series
must satisfy the requirements set forth in the Indenture; and

(11) the procedures for withdrawing a Change of Control
Purchase Notice.

(1) the certificate number of the Security that the Holder
will deliver to be purchased;

<PAGE>

(3) that such Security shall be purchased pursuant to the
terms and conditions specified in this Section 12.7.

<PAGE>

(1) the certificate number of the Security in respect of
which such notice of withdrawal is being submitted,

(2) the principal amount of the Security with respect to
which such notice of withdrawal is being submitted, and

(3) the principal amount, if any, of such Security that
remains subject to the original Change of Control Purchase Notice
and that has been or will be delivered for purchase by the Issuer.

<PAGE>

securities laws so as to permit the rights and obligations under Section
12.7 to be exercised to the greatest extent practicable in the time and
in the manner specified in Section 12.7.

ARTICLE THIRTEEN

SUBORDINATION

SECTION 13.1 Securities and Coupons Subordinated to Senior
Indebtedness. The Issuer covenants and agrees, and each Holder of a
Security or Coupon, by his acceptance thereof, likewise covenants and
agrees, that the indebtedness represented by the Securities and any
Coupons and the payment of the principal of and interest on each and all
of the Securities and of any Coupons is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of Senior Indebtedness.

In the event (a) of any insolvency or bankruptcy proceedings
or any receivership, liquidation, reorganization or other similar
proceedings in respect of the Issuer or a substantial part of its
property, or of any proceedings for liquidation, dissolution or other
winding up of the Issuer, whether or not involving insolvency or
bankruptcy, or (b) subject to the provisions of Section 13.2 that (i) a
default shall have occurred with respect to the payment of principal of
or interest on or other monetary amounts due and payable on any Senior
Indebtedness, or (ii) there shall have occurred an event of default
(other than a default in the payment of principal or interest or other
monetary amounts due and payable) in respect of any Senior Indebtedness,
as defined therein or in the instrument under which the same is
outstanding, permitting the holder or holders thereof to accelerate the
maturity thereof (with notice or lapse of time, or both), and such event
of default shall have continued beyond the period of grace, if any, in
respect thereof, and, in the cases of subclauses (i) and (ii) of this
clause (b), such default or event of default shall not have been cured
or waived or shall not have ceased to exist, or (c) that the principal
of and accrued interest on the Securities of any series shall have been
declared due and payable pursuant to Section 5.1 and such declaration
shall not have been rescinded and annulled as provided in Section 5.1
then:

(1) the holders of all Senior Indebtedness shall first be
entitled to receive payment of the full amount due thereon, or
provision shall be made for such payment in money or money's worth,
before the Holders of any of the Securities or Coupons are entitled
to receive a payment on account of the principal of or interest on
the indebtedness evidenced by the Securities or of the Coupons,
including, without limitation, any payments made pursuant to
Article Twelve;

(2) any payment by, or distribution of assets of, the Issuer
of any kind or character, whether in cash, property or securities,
to which the Holders of any of the Securities or Coupons or the
Trustee would be entitled except for the provisions of this Article
Thirteen shall be paid or delivered by the person making such
payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or

<PAGE>

otherwise, directly to the holders of such Senior Indebtedness or
their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of
such Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior
Indebtedness, before any payment or distribution is made to the
holders of the indebtedness evidenced by the Securities or Coupons
or to the Trustee under this Indenture; and

(3) in the event that, notwithstanding the foregoing, any
payment by, or distribution of assets of, the Issuer of any kind or
character, whether in cash, property or securities, in respect of
principal of or interest on the Securities or in connection with
any repurchase by the Issuer of the Securities, shall be received
by the Trustee or the Holders of any of the Securities or Coupons
before all Senior Indebtedness is paid in full, or provision made
for such payment in money or money's worth, such payment or
distribution in respect of principal of or interest on the
Securities or in connection with any repurchase by the Issuer of
the Securities shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all Senior
Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of
such Senior Indebtedness.

Notwithstanding the foregoing, at any time after the 91st day
following the date of deposit of cash or, in the case of Securities
payable only in Dollars, U.S. Government Obligations pursuant to
Section 10.1(B) or (C) (provided all other conditions set out in such
Section shall have been satisfied) the funds so deposited and any
interest thereon will not be subject to any rights of holders of Senior
Indebtedness including, without limitation, those arising under this
Article Thirteen.

SECTION 13.2 Disputes with Holders of Certain Senior
Indebtedness. Any failure by the Issuer to make any payment on or
perform any other obligation under Senior Indebtedness, other than any
indebtedness incurred by the Issuer or assumed or guaranteed, directly
or indirectly, by the Issuer for money borrowed (or any deferral,
renewal, extension or refunding thereof) or any indebtedness or
obligation as to which the provisions of this Section shall have been
waived by the Issuer in the instrument or instruments by which the
Issuer incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default or event of
default under Section 13.1(b) if (i) the Issuer shall be disputing its
obligation to make such payment or perform such obligation and (ii)
either (A) no final judgment relating to such dispute shall have been
issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has

<PAGE>

become final by reason of the expiration of the time within which a
party may seek further appeal or review, and (B) in the event of a
judgment that is subject to further review or appeal has been issued,
the Issuer shall in good faith be prosecuting an appeal or other
proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

SECTION 13.3 Subrogation. Subject to the payment in full of
all Senior Indebtedness, the Holders of the Securities and any Coupons
shall be subrogated (equally and ratably with the holders of all
obligations of the Issuer which by their express terms are subordinated
to Senior Indebtedness of the Issuer to the same extent as the
Securities are subordinated and which are entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Issuer applicable to the Senior Indebtedness until all amounts owing on
the Securities and any Coupons shall be paid in full, and as between the
Issuer, its creditors other than holders of such Senior Indebtedness and
the Holders, no such payment or distribution made to the holders of
Senior Indebtedness by virtue of this Article that otherwise would have
been made to the Holders shall be deemed to be a payment by the Issuer
on account of such Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders, on the one hand, and
the holders of Senior Indebtedness, on the other hand.

SECTION 13.4 Obligation of Issuer Unconditional. Nothing
contained in this Article Thirteen or elsewhere in this Indenture or in
the Securities or any Coupons is intended to or shall impair, as among
the Issuer, its creditors other than the holders of Senior Indebtedness
and the Holders, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders the principal and Change of Control
Purchase Price of and interest on the Securities and the amounts owed
pursuant to any Coupons as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders and creditors of the Issuer
other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness in respect of cash, property or
securities of the Issuer received upon the exercise of any such remedy.

Upon payment or distribution of assets of the Issuer referred
to in this Article, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent
jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Issuer is pending
or upon a certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors, liquidating trustee or agent or other
person making any payment or distribution, delivered to the Trustee or
to the Holders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other
facts pertinent thereto or to this Article Thirteen.

<PAGE>

SECTION 13.5 Payments on Securities and Coupons Permitted.
Nothing contained in this Article Thirteen or elsewhere in this
Indenture or in the Securities or Coupons shall affect the obligations
of the Issuer to make, or prevent the Issuer from making, payment of the
principal of or interest on the Securities and of any Coupons in
accordance with the provisions hereof and thereof, except as otherwise
provided in this Article Thirteen.

SECTION 13.6 Effectuation of Subordination by Trustee. Each
Holder of Securities or Coupons, by his acceptance thereof, authorizes
and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and
all such purposes.

SECTION 13.7 Knowledge of Trustee. Notwithstanding the
provisions of this Article Thirteen or any other provisions of this
Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of
moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until the Trustee shall have received written notice
thereof mailed or delivered to the Trustee at its Corporate Trust Office
from the Issuer, any Holder, any paying agent or the holder or
representative of any class of Senior Indebtedness; provided that if at
least three Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of the principal or interest on any
Security or interest on any Coupon) the Trustee shall not have received
with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and
to apply the same to the purpose for which they were received and shall
not be affected by any notice to the contrary that may be received by it
within three Business Days prior to or on or after such date.

SECTION 13.8 Trustee May Hold Senior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article
Thirteen with respect to any Senior Indebtedness at the time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 6.3 or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder.

SECTION 13.9 Rights of Holders of Senior Indebtedness Not
Impaired. No right of any present or future holder of any Senior
Indebtedness to enforce the subordination herein shall at any time or in
any way be prejudiced or impaired by any act or failure to act on the
part of the Issuer or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

With respect to the holders of Senior Indebtedness, (i) the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, (ii) the Trustee shall not be
liable except for the performance of such duties and

<PAGE>

obligations as are specifically set forth in this Indenture, (iii) no
implied covenants or obligations shall be read into this Indenture
against the Trustee and (iv) the Trustee shall not be deemed to be a
fiduciary as to such holders.

SECTION 13.10 Article Applicable to Paying Agents. In case
at any time any paying agent other than the Trustee shall have been
appointed by the Issuer and be then acting hereunder, the term "Trustee"
as used in this Article Thirteen shall in such case (unless the context shall
require otherwise) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as
if such paying agent were named in this Article in addition to or in
place of the Trustee, provided, however, that Sections 13.7 and 13.8
shall not apply to the Issuer if it acts as its own paying agent.

SECTION 13.11 Trustee; Compensation Not Prejudiced. Nothing
in this Article shall apply to claims of, or payments to, the Trustee
pursuant to Section 6.6.

ARTICLE FOURTEEN

CONVERSION

SECTION 14.1 Conversion Privilege. If so provided in a Board
Resolution with respect to the Securities of any series, the Holder of a
Security of such series shall have the right, at such Holder's option,
to convert, in accordance with the terms of such series of Securities
and this Article Fourteen, all or any part (in a denomination of, unless
otherwise specified in a Board Resolution or supplemental indenture with
respect to Securities of such series, $1,000 in principal amount or any
integral multiple thereof) of such Security into shares of Common Stock
specified in such Board Resolution at any time or, as to any Securities
called for redemption, at any time prior to the time and date fixed for
such redemption (unless the Issuer shall default in the payment of the
Redemption Price, in which case such right shall not terminate at such
time and date). The provisions of this Article Fourteen shall not be
applicable to the Securities of a series unless otherwise specified in a
Board Resolution with respect to the Securities of such series.

SECTION 14.2 Conversion Procedure; Rescission of Conversion;
Conversion Price; Fractional Shares. (a) Each Security to which this
Article Fourteen is applicable shall be convertible at the office of the
Conversion Agent, and at such other place or places, if any, specified
in a Board Resolution with respect to the Securities of such series,
into fully paid and nonassessable shares (calculated to the nearest
1/100th of a share) of Common Stock. The Securities will be converted
into shares of Common Stock at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the
Common Stock, or accrued interest on a converted Security except as
described in Section 14.9. The Issuer may, but shall not be required,
in connection with any conversion of Securities, to issue a fraction of
a share of Common Stock, and, if the Issuer shall determine not to issue
any such fraction, the Issuer shall, subject to Section 14.3(4), make a
cash

<PAGE>

payment (calculated to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Common Stock on the last Trading
Day prior to the date of conversion.

(b) Before any Holder of a Security shall be entitled to
convert the same into Common Stock, such Holder shall surrender such
Security duly endorsed to the Issuer or in blank, at the office of the
Conversion Agent or at such other place or places, if any, specified in
a Board Resolution with respect to the Securities of such series, and
shall give written notice to the Issuer at said office or place that he
elects to convert the same and shall state in writing therein the
principal amount of Securities to be converted and the name or names
(with addresses) in which he wishes the certificate or certificates for
Common Stock to be issued; provided, however, that no Security or
portion thereof shall be accepted for conversion unless the principal
amount of such Security or such portion, when added to the principal
amount of all other Securities or portions thereof then being
surrendered by the Holder thereof for conversion, exceeds the then
effective conversion Price with respect thereto. If more than one
Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be
deliverable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted thereby) so surrendered. Subject to the
next succeeding sentence, the Issuer will, as soon as practicable
thereafter, issue and deliver at said office or place to such Holder of
a Security, or to his nominee or nominees, certificates for the number
of full shares of Common Stock to which he shall be entitled as
aforesaid, together, subject to the last sentence of paragraph (a)
above, with cash in lieu of any fraction of a share to which he would
otherwise be entitled. The Issuer shall not be required to deliver
certificates for shares of Common Stock while the stock transfer books
for such stock or the Security register are duly closed for any purpose,
but certificates for shares of Common Stock shall be issued and
delivered as soon as practicable after the opening of such books or
Security register. A Security shall be deemed to have been converted as
of the close of business on the date of the surrender of such Security
for conversion as provided above, and the person or persons entitled to
receive the Common Stock issuable upon such conversion shall be treated
for all purposes as the record Holder or Holders of such Common Stock as
of the close of business on such date. In case any Security shall be
surrendered for partial conversion, the Issuer shall execute and the
Trustee shall authenticate and deliver to or upon the written order of
the Holder of the Securities so surrendered, without charge to such
Holder (subject to the provisions of Section 14.8), a new Security or
Securities in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Security.

<PAGE>

(i) properly completing a form prescribed by the Issuer and mailed to
Holders of Securities (including Converting Holders) with the Issuer's
notice of rescission, which form shall provide for the certification by
any Converting Holder rescinding a conversion on behalf of any
beneficial owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of Securities that the beneficial ownership
(within the meaning of such Rule) of such Securities shall not have
changed from the date on which such Securities were surrendered for
conversion to the date of such certification and (ii) delivering such
form to the Issuer no later than the close of business on that date
which is 15 Trading Days following the date of the mailing of the
Issuer's notice of rescission. The delivery of such form by a
Converting Holder shall be accompanied by (x) any certificates
representing shares of Common Stock or other securities issued to such
Converting Holder upon a conversion of Securities that shall be
rescinded by the proper delivery of such form (the "Surrendered
Securities"), (y) any securities, evidences of indebtedness or assets
(other than cash) distributed by the Issuer to such Converting Holder by
reason of such Converting Holder being a record holder of Surrendered
Securities and (z) payment in New York Clearing House funds or other
funds acceptable to the Issuer of an amount equal to the sum of (I) any
cash such Converting Holder may have received in lieu of the issuance of
fractional Surrendered Securities and (II) any cash paid or payable by
the Issuer to such Converting Holder by reason of such Converting Holder
being a record holder of Surrendered Securities. Upon receipt by the
Issuer of any such form properly completed by a Converting Holder and
any certificates, securities, evidences of indebtedness, assets or cash
payments required to be returned by such Converting Holder to the Issuer
as set forth above, the Issuer shall instruct the transfer agent or
agents for shares of Common Stock or other securities to cancel any
certificates representing Surrendered Securities (which Surrendered
Securities shall be deposited in the treasury of the Issuer) and shall
instruct the Securities registrar to reissue certificates representing
Securities to such Converting Holder (which Securities shall be deemed to have
been Outstanding at all times during the period following their surrender for
conversion). The Issuer shall, as promptly as practicable, and in no
event more than five Trading Days following the receipt of any such
properly completed form and any such certificates, securities, evidences
of indebtedness, assets or cash payments required to be so returned, pay
to the Holder of Securities surrendered to the Issuer pursuant to a
rescinded conversion or as otherwise directed by such Holder any
interest paid or other payment made to Holders of Securities during the
period from the time such Securities shall have been surrendered for
conversion to the rescission of such conversion. All questions as to
the validity, form, eligibility (including time of receipt) and
acceptance of any form submitted to the Issuer to rescind the conversion
of Securities, including questions as to the proper completion or
execution of any such form or any certification contained therein, shall
be resolved by the Issuer, whose determination shall be final and
binding.

SECTION 14.3 Adjustment of Conversion Price for Common Stock.
The Conversion Price with respect to any Security which is convertible
into Common Stock shall be adjusted from time to time as follows:

(1) In case the Issuer shall, at any time or from time to
time while any of such Securities are outstanding, (i) pay a
dividend in shares of its Common Stock, (ii)

<PAGE>

combine its outstanding shares of Common Stock into a smaller
number of shares or securities, (iii) subdivide its outstanding
shares of Common Stock or (iv) issue by reclassification of its
shares of Common Stock any shares of stock of the Issuer, then the
Conversion Price in effect immediately before such action shall be
adjusted so that the Holders of such Securities, upon conversion
thereof into Common Stock immediately following such event, shall
be entitled to receive the kind and amount of shares of capital
stock of the Issuer which they would have owned or been entitled to
receive upon or by reason of such event if such Securities had been
converted immediately before the record date (or, if no record
date, the effective date) for such event. An adjustment made
pursuant to this subsection 14.3(1) shall become effective
retroactively immediately after the record date in the case of a
dividend or distribution and shall become effective retroactively
immediately after the effective date in the case of a subdivision,
combination or reclassification. For the purposes of this
subsection 14.3(1), each Holder of Securities shall be deemed to
have failed to exercise any right to elect the kind or amount of
securities receivable upon the payment of any such dividend,
subdivision, combination or reclassification (provided that if the
kind or amount of securities receivable upon such dividend,
subdivision, combination or reclassification is not the same for
each nonelecting share, then the kind and amount of securities or
other property receivable upon such dividend, subdivision,
combination or reclassification for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a
plurality of the nonelecting shares).

<PAGE>

consideration initially payable upon conversion of such Securities
into Common Stock) would purchase at such Current Market Price of
the Common Stock. Such adjustment shall become effective
retroactively immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants.

(3) In case the Issuer shall, at any time or from time to
time while any of such Securities are Outstanding, distribute to
all holders of shares of its Common Stock (including any such
distribution made in connection with a consolidation or merger in
which the Issuer is the continuing corporation and the Common Stock
is not changed or exchanged) cash, evidences of its indebtedness,
securities or assets (excluding (i) regular periodic cash dividends
in amounts, if any, determined from time to time by the Board of
Directors, (ii) dividends payable in shares of Common Stock for
which adjustment is made under subsection 14.3(1) or (iii) rights
or warrants to subscribe for or purchase securities of the Issuer
(excluding those referred to in Section 14.3(2)), then in each such
case the Conversion Price with respect to such Securities shall be
adjusted so that it shall equal the price determined by dividing
the Conversion Price in effect immediately prior to the date of
such distribution by a fraction, the numerator of which shall be
the Current Market Price of the Common Stock on the record date
referred to below, and the denominator of which shall be such
Current Market Price of the Common Stock less the then fair market
value (as determined by the Board of Directors of the Issuer, whose
determination shall be conclusive) of the portion of the cash or
assets or evidences of indebtedness or securities so distributed or
of such subscription rights or warrants applicable to one share of
Common Stock (provided that such denominator shall never be less
than 1.0), provided, however, that no adjustment shall be made with
respect to any distribution of rights to purchase securities of the
Issuer if a Holder of Securities would otherwise be entitled to
receive such rights upon conversion at any time of such Securities
into Common Stock unless such rights are subsequently redeemed by
the Issuer, in which case such redemption shall be treated for
purposes of this Section as a dividend on the Common Stock. Such
adjustment shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to
receive such distribution; and in the event that such distribution
is not so made, the Conversion Price shall again be adjusted to the
Conversion Price which would then be in effect if such record date
had not been fixed.

(4) The Issuer shall be entitled to make such additional
adjustments in the Conversion Price, in addition to those required
by subsections 14.3(1), 14.3(2) and 14.3(3), as shall be necessary
in order that any dividend or distribution of Common Stock, any
subdivision, reclassification or combination of shares of Common
Stock or any issuance of rights or warrants referred to above shall
not be taxable to the holders of Common Stock for United States
federal income tax purposes.

(5) In any case in which this Section 14.3 shall require that
any adjustment be made effective as of or retroactively immediately
following a record date, the Issuer may elect to defer (but only
for five Trading Days following the filing of the

<PAGE>

statement referred to in Section 14.5) issuing to the Holder of any
Securities converted after such record date the shares of Common
Stock and other capital stock of the Issuer issuable upon such
conversion over and above the shares of Common Stock and other
capital stock of the Issuer issuable upon such conversion on the
basis of the Conversion Price prior to adjustment; provided,
however, that the Issuer shall deliver to such Holder a due bill or
other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.

(6) All calculations under this Section 14.3 shall be made to
the nearest cent or one-hundredth of a share or security, with
one-half cent and .005 of a share, respectively, being rounded
upward. Notwithstanding any other provision of this Section 14.3,
the Issuer shall not be required to make any adjustment of the
Conversion Price unless such adjustment would require an increase
or decrease of at least 1% of such price. Any lesser adjustment
shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment which, together with
any adjustment or adjustments so carried forward, shall amount to
an increase or decrease of at least 1% in such price. Any
adjustments under this Section 14.3 shall be made successively
whenever an event requiring such an adjustment occurs.

(7) In the event that at any time, as a result of an
adjustment made pursuant to this Section 14.3, the Holder of any
Security thereafter surrendered for conversion shall become
entitled to receive any shares of stock of the Issuer other than
shares of Common Stock into which the Securities originally were
convertible, the Conversion Price of such other shares so
receivable upon conversion of any such Security shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common
Stock contained in subparagraphs (1) through (6) of this Section
14.3, and the provision of Sections 14.1, 14.2 and 14.4 through
14.9 with respect to the Common Stock shall apply on like or
similar terms to any such other shares and the determination of the
Board of Directors as to any such adjustment shall be conclusive.

(8) No adjustment shall be made pursuant to this Section 14.3
(i) if the effect thereof would be to reduce the Conversion Price
below the par value (if any) of the Common Stock, if any, or (ii)
subject to subsection 14.3(5) hereof, with respect to any Security
that is converted prior to the time such adjustment otherwise would
be made.

SECTION 14.4 Consolidation or Merger of the Issuer. In case
of either (a) any consolidation or merger to which the Issuer is a
party, other than a merger or consolidation in which the Issuer is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from
par value to no par value or from no par value to par value, as a result
of a subdivision or combination) in, Outstanding shares of Common Stock
or (b) any sale or conveyance of all or substantially all of the
property and assets of the Issuer to another Person, then each

<PAGE>

Security then Outstanding shall be convertible from and after such
merger, consolidation, sale or conveyance of property and assets into
the kind and amount of shares of stock or other securities and property
(including cash) receivable upon such consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into
which such Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments
which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Fourteen (and assuming such
holder of Common Stock failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or
conveyance (provided that, if the kind or amount of securities, cash or
other property (including cash) receivable upon such consolidation,
merger, sale or conveyance is not the same for each nonelecting share,
then the kind and amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or
conveyance for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares
or securities)). The Issuer shall not enter into any of the
transactions referred to in clause (a) or (b) of the preceding sentence
unless effective provision shall be made so as to give effect to the
provisions set forth in this Section 14.4. The provisions of this
Section 14.4 shall apply similarly to successive consolidations,
mergers, sales or conveyances.

SECTION 14.5 Notice of Adjustment. Whenever an adjustment in
the Conversion Price with respect to a series of Securities is required:

SECTION 14.6 Notice in Certain Events. In case:

(2) of the voluntary or involuntary dissolution, liquidation
or winding up of the Issuer; or

<PAGE>

(3) of any action triggering an adjustment of the Conversion
Price pursuant to this Article Fourteen;

then, in each case, the Issuer shall cause to be filed with the Trustee
and the Conversion Agent for the applicable Securities, and shall cause
to be mailed, first class postage prepaid, to the Holders of record of
applicable Securities, at least 15 days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of any distribution or grant of rights or
warrants triggering an adjustment to the Conversion Price pursuant to
this Article Fourteen, or, if a record is not to be taken, the date as
of which the holders of record of Common Stock entitled to such
distribution, rights or warrants are to be determined, or (y) the date
on which any reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up triggering an adjustment to the
Conversion Price pursuant to this Article Fourteen is expected to become
effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or
winding up.

Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clauses
(1), (2) or (3) of this Section 14.6.

SECTION 14.7 Issuer to Reserve Stock; Registration; Listing.
(a) The Issuer shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued shares of Common
Stock for the purpose of effecting the conversion of the Securities,
such number of its duly authorized shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all applicable
outstanding Securities into such Common Stock at any time (assuming
that, at the time of the computation of such number of shares or
securities, all such Securities would be held by a single Holder);
provided, however, that nothing contained herein shall preclude the
Issuer from satisfying its obligations in respect of the conversion of
the Securities by delivery of purchased shares of Common Stock which are
held in the treasury of the Issuer. The Issuer shall from time to time,
in accordance with the laws of the State of Maryland, use its best
efforts to cause the authorized amount of the Common Stock to be
increased if the aggregate of the authorized amount of the Common Stock
remaining unissued and the issued shares of such Common Stock in its
treasury (other than any such shares reserved for issuance in any other
connection) shall not be sufficient to permit the conversion of all
Securities.

<PAGE>

SECTION 14.8 Taxes on Conversion. The Issuer shall pay any
and all documentary, stamp or similar issue or transfer taxes that may
be payable in respect of the issue or delivery of shares of Common Stock
on conversion of Securities pursuant hereto. The Issuer shall not,
however, be required to pay any such tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Securities which are not so
converted in a name other than that in which the Securities so converted
were registered, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Issuer the amount
of such tax or has established to the satisfaction of the Issuer that
such tax has been paid.

SECTION 14.9 Conversion After Record Date. If any
Securities are surrendered for conversion subsequent to the record date
preceding an interest payment date but on or prior to such interest
payment date (except Securities called for redemption on a redemption
Date between such record date and interest payment date), the Holder of
such Securities at the close of business on such record date shall be
entitled to receive the interest payable on such Securities on such
interest payment date notwithstanding the conversion thereof.
Securities surrendered for conversion during the period from the close
of business on any record date next preceding any interest payment date
to the opening of business on such interest payment date shall (except
in the case of Securities which have been called for redemption on a
redemption date within such period) be accompanied by payment in New
York Clearing House funds or other funds acceptable to the Issuer of an
amount equal to the interest payable on such Interest Payment Date on
the Securities being surrendered for conversion. Except as provided in
this Section 14.9, no adjustments in respect of payments of interest on
Securities surrendered for conversion or any dividends or distributions
or interest on the Common Stock, issued upon conversion shall be made
upon the conversion of any Securities.

SECTION 14.10 Corporate Action Regarding Par Value of Common
Stock. Before taking any action which would cause an adjustment reducing
the applicable Conversion Price below the then par value (if any) of the
shares of Common Stock deliverable upon conversion of the Securities,
the Issuer will take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock at
such adjusted Conversion Price.

SECTION 14.11 Issuer Determination Final. Any determination
that the Issuer or the Board of Directors must make pursuant to this
Article Fourteen is conclusive.

SECTION 14.12 Trustee's Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article should be made, how
it should be made or what it should be. The Trustee makes no
representation as to the validity or value of any securities or assets
issued upon conversion of Securities. The Trustee shall not be
responsible for the Issuer's failure to comply with this Article
Fourteen. Each Conversion Agent other than the Issuer shall have the
same protection under this Section 14.12 as the Trustee.

<PAGE>
97

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of [ ], 1995.

ALEX. BROWN INCORPORATED

By
Title:

Attest:

By
Assistant Secretary

BANKERS TRUST COMPANY,
TRUSTEE

By
Vice President

Attest:

By
Asst. Vice President

<PAGE>

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

On this [ ] day of [ ], [ ] before me
personally came [ ], to me personally known, who, being by
me duly sworn, did depose and say that he/she resides at
that he/she is the [ ] of Alex.
Brown Incorporated, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of
said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he/she signed his/her name
thereto by like authority.

[NOTARIAL SEAL]

Notary Public

<PAGE>

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

On this [ ] day of [ ] before me personally came
[ ], to me personally known, who, being by me duly sworn, did depose and
say that he/she resides in [ ] that he/she is a [ ] of
Bankers Trust Company, one of the corporations described in and which
executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that he/she signed his/her name thereto by like
authority.

[NOTARIAL SEAL]

Notary Public

<PAGE>

Exhibit 5.1

SHEARMAN & STERLING

599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-6069
212-848-4000

July 10, 1995

Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

We are acting as counsel for Alex. Brown Incorporated, a
Maryland corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a
registration statement on Form S-3 (as the same may be amended or
supplemented from time to time, the "Registration Statement"), including
the Prospectus included therein at the time the Registration Statement
is declared effective (the "Prospectus"), with respect to the following
securities: (i) debt securities of the Company ("Debt Securities"), and
(ii) debt securities of the Company convertible or exchangeable into shares
of Common Stock, par value $.10 per share ("Common Stock"), of the Company
("Convertible Debt Securities"), to be issued from time to time in one or
more series, on terms to be determined at the time of offering. The aggregate
gross proceeds from the offer, sale and distribution of the above securities
under the Registration Statement will not exceed $150 million.

The Debt Securities and Convertible Debt Securities (the
"Securities") are to be issued from time to time as (i)
senior indebtedness (including senior indebtedness convertible or
exchangeable into shares of Common Stock) of the Company under an
indenture between the Company, as issuer, and Chemical Bank, trustee, in
substantially the form included in the Registration Statement as Exhibit
4.1, or (ii) subordinated indebtedness (including subordinated
indebtedness convertible or exchangeable into shares of Common Stock) of
the Company under an indenture between the Company, as issuer, and
Bankers Trust Company, trustee, in substantially the form included in
the Registration Statement as Exhibit 4.2 (collectively, the
"Indentures").

<PAGE>

In so acting, we have examined the Registration
Statement, the Indentures and the Company's Charter, as amended. We
have also examined and relied as to factual matters upon the
representations, warranties and other statements contained in originals,
or copies certified or otherwise identified to our satisfaction, of such
records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the
opinions expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.

Our opinions expressed below are limited to the law of the
State of New York and the federal law of the United States, and we do not
express any opinion herein concerning any other law except to the extent
set forth in the next sentence. In giving the opinions set forth in
paragraphs (1), (2) and (4) below with regard to certain matters governed
by the law of the State of Maryland, we have relied, with his permission,
upon the opinion of Robert F. Price, Secretary and General Counsel of the
Company, of even date herewith subject to the qualifications and assumptions
set forth in such opinion.

Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that

(1) The Company is a corporation validly existing and in good
standing under the laws of the State of Maryland.

(2) When executed by a duly authorized officer of the Company,
the Indentures and the Securities will have been duly authorized by the
Company,

(3) When the (a) Indentures have been duly executed and
delivered by the parties thereto, (b) the Securities have been duly
executed and issued in accordance with the provisions of the
applicable Indenture (including the provisions of the Indenture
regarding establishment of the form of Securities), (c) such
Securities have been authenticated by the trustee under the
applicable Indenture and (d) such Securities have been delivered
for due consideration in the manner and on the terms described in
the Prospectus, as supplemented by the applicable prospectus
supplement, such Securities will have been validly issued and will
constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms and
entitled to the benefits of the applicable Indenture, subject to
(i) the effect of any applicable bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws

<PAGE>

affecting creditors' rights generally and (ii) the effect of general
principles of equity (regardless of whether considered in a proceeding
in equity or at law).

(4) The Common Stock issuable pursuant to the conversion or
exchange of Convertible Debt Securities is duly authorized
and, when issued upon such conversion or exchange in accordance with the
terms thereof, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the
heading "Legal Matters" contained in the Prospectus.

Very truly yours,

/s/ Shearman & Sterling

Exhibit 5.2

July 10, 1995

Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

You have requested me, as Secretary and General Counsel of Alex.
Brown Incorporated (the "Company"), to render my opinion in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), of a
registration statement on Form S-3 (as the same may be amended or supplemented
from time to time, the "Registration Statement"), including the Prospectus
included therein at the time the Registration Statement is declared effective
(the "Prospectus"), with respect to the following securities (collectively,
the "Securities"): (i) debt securities of the Company ("Debt Securities"),
and (ii) debt securities of the Company convertible or exchangeable into
shares of Common Stock, par value $.10 per share ("Common Stock"), of the
Company ("Convertible Debt Securities"), to be issued from time to time
in one or more series, on terms to be determined at the time of offering.
The aggregate gross proceeds from the offer, sale and distribution of the
Securities under the Registration Statement will not exceed $150 million.

The Securities are to be issued from time to time as (i) senior
indebtedness (including senior indebtedness convertible or exchangeable into
shares of Common Stock) of the Company under an indenture between the
Company, as issuer, and Chemical Bank Corporation, trustee, in substantially
the form included in the Registration Statement as Exhibit 4.1, or
(ii) subordinated indebtedness (including subordinated indebtedness convertible
or exchangeable into shares of Common Stock) of the Company under an
indenture between the Company, as issuer, and Bankers Trust Company, trustee,
in substantially the form included in the Registration Statement as Exhibit
4.2 (collectively, the "Indentures").

I am familiar with the Company's Charter and By-Laws, as amended to
date, and have examined the originals, or copies certified or otherwise
identified to my

<PAGE>

Alex. Brown Incorporated 2 July 10, 1995

satisfaction, of corporate records of the Company, statutes and other
instruments and documents as the basis for the opinions expressed herein.
I am, or someone under my supervision is, familiar with the forms of the
Indentures and the Securities.

Based upon the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that

(i) The Company is a corporation validly existing and in good standing
under the laws of the State of Maryland.

(ii) When executed by a duly authorized officer of the Company, the
Indentures and the Debt Securities and Convertible Debt Securities
will have been duly authorized by the Company.

(iii) The Common Stock issuable pursuant to the conversion or exchange of
Convertible Debt Securities is duly authorized and, when issued upon such
conversion or exchange in accordance with the terms thereof, will be validly
issued, fully paid and nonassessable.

I am admitted to practice in the State of Maryland. The opinions set forth
herein are limited to matters of the General Corporation Law of the State of
Maryland. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me appearing under the heading
"Legal Matters" contained in the Prospectus.

Very truly yours,

/s/ Robert F. Price
Robert F. Price
Secretary and General Counsel

<PAGE>

Exhibit 12

ALEX. BROWN INCORPORATED
Computation of Consolidated Ratio of Earnings to Fixed Charges
(dollars in thousands)

Three months ended
March 31, March 25, Years ended December 31,
1995 1994 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before income
taxes $27,337 38,693 118,281 148,335 95,384 83,356 11,760
Fixed charges:
Interest expense 6,779 5,561 21,920 14,924 10,587 12,161 21,409
Portion of rental
expense represent-
ative of interest
factor (1) 1,602 1,108 5,365 4,943 5,025 5,117 5,371
Earnings available for
fixed charges $35,718 45,362 145,566 168,202 110,996 100,634 38,540

Fixed charges:
Interest expense $ 6,779 5,561 21,920 14,924 10,587 12,161 21,409
Portion of rental
expense represent-
ative of interest
factor (1) 1,602 1,108 5,365 4,493 5,025 5,117 5,371
Total fixed charges $ 8,381 6,669 27,285 19,867 15,612 17,278 26,780

Consolidated ratio
of earnings to
fixed charges 4.3 6.8 5.3 8.5 7.1 5.8 1.4
</TABLE>

(1) Estimated at one-third of rental expense deemed representative of the
interest factor.

<PAGE>

Exhibit 23.1

Consent of Independent Certified Public Accountants

The Board of Directors
Alex. Brown Incorporated:

We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP

Baltimore, Maryland
July 10, 1995

<PAGE>

___________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Alex. Brown Incorporated
(Exact name of obligor as specified in its charter)

Maryland 52-1434118
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

135 East Baltimore Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)

___________________________________________
Debt Securities
Convertible Debt Securities
(Title of the indenture securities)
_____________________________________________________

<PAGE>

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

New York State Banking Department, State House, Albany, New
York 12110.

Board of Governors of the Federal Reserve System,
Washington, D.C., 20551

Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C.,
20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

None.

- 2 -
<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985 and December 2,
1991 (see Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference).

3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement
No. 33-84460, which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, Chemical Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of New York and State of New York, on
the 7th day of July, 1995.

CHEMICAL BANK

By /s/ L. O'Brien
L. O'Brien
Senior Trust Officer

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,797
Interest-bearing balances ......................... 5,523
Securities: ..........................................
Held to maturity securities............................ 6,195
Available for sale securities.......................... 17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,493
Securities purchased under agreements to resell ... 50
Loans and lease financing receivables:

Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve ... 113

Loans and leases, net of unearned income,
allowance, and reserve ............................ 66,926
Trading Assets ....................................... 37,294
Premises and fixed assets (including capitalized
leases)............................................ 1,402
Other real estate owned ............................... 99
Investments in unconsolidated subsidiaries and
associated companies............................... 148
Customer's liability to this bank on acceptances
outstanding ....................................... 1,051
Intangible assets ..................................... 512
Other assets .......................................... 6,759
TOTAL ASSETS .......................................... $149,034
=======

- 4 -

<PAGE>

LIABILITIES

Deposits
In domestic offices ................................ $44,882
Noninterest-bearing .........................$14,690
Interest-bearing ............................ 30,192
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 32,537
Noninterest-bearing .........................$ 146
Interest-bearing ............................ 32,391

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 10,587
Securities sold under agreements to repurchase ..... 3,083
Demand notes issued to the U.S. Treasury .............. 464
Trading liabilities ................................... 31,358
Other Borrowed money:
With original maturity of one year or less ......... 7,527
With original maturity of more than one year ....... 914
Mortgage indebtedness and obligations under capitalized
leases ............................................. 20
Bank's liability on acceptances executed and outstanding 1,054
Subordinated notes and debentures ..................... 3,410
Other liabilities ..................................... 5,986

TOTAL LIABILITIES ..................................... 141,822

EQUITY CAPITAL

Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,558
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (476)
Cumulative foreign currency translation adjustments ... 9

TOTAL EQUITY CAPITAL .................................. 7,212
______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $149,034
=========

I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )

- 5 -
<PAGE>

___________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF
1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
______________________________

BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S.Employer
if not a U.S. national bank) Identification n.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________________________

ALEX. BROWN INCORPORATED
(Exact name of obligor as specified in the charter)

MARYLAND 52-1434118
(State or other jurisdiction of I.R.S. employer
Incorporation or organization) Identification no.)

135 EAST BALTIMORE STREET
BALTIMORE, MD 21202
(Address of principal executive offices) (Zip Code)
______________________________

$150,000,000
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
(Title of the indenture securities)
___________________________________________________________________________

<PAGE>

-2-

Item 1. General Information.
Furnish the following information as to the trustee.

(a) Name and address of each examining or
supervising authority to which it is subject.

Name Address

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such
affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated March 28, 1994 - Incorporated
herein by reference to Exhibit 1 filed with Form 1
Statement, Registration No. 33-79862.

Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.

Exhibit 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.

Exhibit 4 - Existing By-Laws of Bankers Trust Company, dated as
amended on September 21, 1993. - Incorporated herein
by reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 33-52359.

<PAGE>

-3-

Exhibit 5 - Not applicable.

Exhibit 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement, Registration
No. 22-18864.

Exhibit 7 - A copy of the latest report of condition
of Bankers Trust Company dated as of March 31, 1995.

Exhibit 8 - Not Applicable

Exhibit 9 - Not Applicable

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 7th
day of July, 1995.

BANKERS TRUST COMPANY

By: /s/ Jenna Kaufmann
Jenna Kaufmann
Assistant Vice President

<PAGE>

SIGNATURE

BANKERS TRUST COMPANY

By: Jenna Kaufmann
Jenna Kaufmann
Assistant Vice President

<PAGE>

Legal Title of Bank: Bankers Trust Company Call Date: 3/31/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: 0 0 6 2 3

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks March 31, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of
the quarter.

Schedule RC--Balance Sheet

C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
ASSETS / / / / / / / / / / / / /
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A): / / / / / / / / /
a. Noninterest-bearing balances and currency and coin(1) ................................ 0081 1,690,000 1.a.
b. Interest-bearing balances(2) ......................................................... 0071 2,805,000 1.b.
2. Securities: / / / / / / / / / / / / /
a. Held-to-maturity securities (from Schedule RC-B, column A) ........................... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ......................... 1773 3,255,000 2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic offices / / / / / / / / / / / / /
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: / / / / / / / / / / / / /
a. Federal funds sold.................................................................... 0276 4,331,000 3.a.
b. Securities purchased under agreements to resell....................................... 0277 911,000 3.b.
4. Loans and lease financing receivables: / / / / / / / / / / / / /
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 21,354,000 / / / / / / / / / / / / / 4.a.
b. LESS: Allowance for loan and lease losses...................RCFD 3123 1,196,000 / / / / / / / / / / / / / 4.b.
c. LESS: Allocated transfer risk reserve ......................RCFD 3128 0 / / / / / / / / / / / / / 4.c.
d. Loans and leases, net of unearned income, / / / / / / / / / / / / /
allowance, and reserve (item 4.a minus 4.b and 4.c)............................... 2125 20,158,000 4.d.
5. Assets held in trading accounts......................................................... 3545 39,393,000 5.
6. Premises and fixed assets (including capitalized leases)................................ 2145 890,000 6.
7. Other real estate owned (from Schedule RC-M)............................................ 2150 258,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 233,000 8.
9. Customers' liability to this bank on acceptances outstanding............................ 2155 387,000 9.
10. Intangible assets (from Schedule RC-M)................................................... 2143 11,000 10.
11. Other assets (from Schedule RC-F)........................................................ 2160 7,797,000 11.
12. Total assets (sum of items 1 through 11)................................................. 2170 82,119,000 12.

</TABLE>

__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

<PAGE>

Legal Title of Bank: Bankers Trust Company Call Date: 3/31/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: 0 0 6 2 3

Schedule RC--Continued
Dollar Amounts in Thousands / / / / / / / / Bil Mil Thou
<S> <C>
LIABILITIES / / / / / / / / / / / / / / /
13. Deposits: / / / / / / / / / / / / / / /

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) RCON 2200 7,086,000 13.a.
(1) Noninterest-bearing(1) .........................RCON 6631 2,504,000..... / / / / / / / / / / / / / 13.a.(1)
(2) Interest-bearing ...............................RCON 6636 4,582,000..... / / / / / / / / / / / / / 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E / / / / / / / / / / / / / / /
part II) RCFN 2200 20,209,000 13.b.
(1) Noninterest-bearing ..................................RCFN 6631 641,000 / / / / / / / / / / / / / / / 13.b.(1)
(2) Interest-bearing .....................................RCFN 6636 19,568,000 / / / / / / / / / / / / / / / 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in / / / / / / / / / / / / / / /
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: / / / / / / / / / / / /
a. Federal funds purchased........................................................ RCFD 0278 3,334,000 14.a.
b. Securities sold under agreements to repurchase................................. RCFD 0279 418,000 14.b.
15. a. Demand notes issued to the U.S. Treasury....................................... RCON 2840 0 15.a.
b. Trading liabilities............................................................ RCFD 3548 25,202,000 15.b.
16. Other borrowed money: / / / / / / / / / / / / / / / /
a. With original maturity of one year or less..................................... RCFD 2332 9,875,000 16.a.
b. With original maturity of more than one year................................... RCFD 2333 2,307,000 16.b.
17. Mortgage indebtedness and obligations under capitalized leases.................... RCFD 2910 36,000 17.
18. Bank's liability on acceptances executed and outstanding.......................... RCFD 2920 387,000 18.
19. Subordinated notes and debentures................................................. RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)............................................ RCFD 2930 8,122,000 20.
21. Total liabilities (sum of items 13 through 20).................................... RCFD 2948 78,201,000 21.
/ / / / / / / / / / / / /
22. Limited-life preferred stock and related surplus.................................. RCFD 3282 0 22.
EQUITY CAPITAL / / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus..................................... RCFD 3838 250,000 23.
24. Common stock...................................................................... RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related to preferred stock).......................... RCFD 3839 498,000 25.
26. a. Undivided profits and capital reserves........................................ RCFD 3632 2,681,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities........ RCFD 8434 (3,000) 26.b.
27. Cumulative foreign currency translation adjustments.............................. RCFD 3284 (360,000) 27.
28. Total equity capital (sum of items 23 through 27)................................ RCFD 3210 3,918,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, / / / / / / / / / / / /
and 28).......................................................................... RCFD 3300 82,119,000 29.

</TABLE>

Memorandum
<S> <C> <C> <C>
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1994........................................................... RCFD 2 M.1
</TABLE>

<S> <C> <C> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
______________________
(1) Including total demand deposits and noninterest-bearing time and savings deposits.

</TABLE>

<PAGE>