DIME BANCORP INC
8-K, 1999-01-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K




                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 27, 1999
                                                  -----------------------------


                               Dime Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                       001-13094               11-3197414 
- -----------------------------           -----------         --------------------
(State or Other Jurisdiction)           (Commission            (IRS Employer
                                         File Number)       Identification No.)

         589 Fifth Avenue
        New York, New York                                  10017  
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)


Registrant's telephone number, including area code: (212) 326-6170
                                                    ---------------------------


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5.  Other Events.
         ------------

         On January 27, 1999, Dime Bancorp, Inc., a Delaware corporation (the
"Company"), issued $200,000 aggregate principal amount of 6-3/8% Notes due
January 30, 2001 (the "Securities"). The Company offered the Securities pursuant
to an Underwriting Agreement, dated as of January 22, 1999, between the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Credit Suisse First Boston Corporation, as Underwriters. The Company appointed
First Union National Bank ("FUNB") as trustee for the offering of the Securities
pursuant to an Indenture, dated as of January 27, 1999 between the Company and
FUNB, as Trustee.

         The Company previously filed a registration statement on Form S-3
(Registration Statement No. 333-58253) with the Securities and Exchange
Commission covering the registration of debt securities of the Company,
including the Securities, in accordance with the Securities Act of 1933, as
amended. The Securities are described in the Company's Prospectus, dated
September 25, 1998, as supplemented by the Company's Prospectus Supplement,
dated January 22, 1999.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
          ------------------------------------------------------------------

Exhibit
Number         Description
- --------------------------------------------------------------------------------

   1           Underwriting Agreement, dated as of January 22, 1999, between
               Dime Bancorp, Inc. and Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated and Credit Suisse First
               Boston Corporation, as Underwriters.

   4           Indenture, dated as of January 27, 1999, between Dime Bancorp,
               Inc. and First Union National Bank, as Trustee.


                                       -2-


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            DIME BANCORP, INC.



                                            By:  /s/ Anthony R. Burriesci
                                                -------------------------------
                                                Name:  Anthony R. Burriesci
                                                Title: Chief Financial Officer


Date: January 28, 1999


                                       -3-


<PAGE>


                                 EXHIBIT INDEX
                                 -------------


Exhibit
 Number                                 Description
- -------                                 -----------

   1          Underwriting Agreement, dated as of January 22, 1999, between Dime
              Bancorp, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce,
              Fenner & Smith Incorporated and Credit Suisse First Boston
              Corporation, as Underwriters.

   4          Indenture, dated as of January 27, 1999, between Dime Bancorp,
              Inc. and First Union National Bank, as Trustee.


                                       -4-




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


                               DIME BANCORP, INC.

                            (a Delaware corporation)



                        6 3/8% Notes due January 30, 2001



                             UNDERWRITING AGREEMENT

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

                          Dated as of January 22, 1999

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



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


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

SECTION 1.  Representations and Warranties.....................................3

    (a)     Representations and Warranties by the Company......................3

            (i)      Compliance with Registration Requirements.................3
            (ii)     Incorporated Documents....................................4
            (iii)    Independent Accountants...................................4
            (iv)     Financial Statements......................................4
            (v)      No Material Adverse Change in Business....................4
            (vi)     Good Standing of the Company..............................5
            (vii)    Good Standing of Subsidiaries.............................5
            (viii)   Capitalization............................................5
            (ix)     Authorization of Agreement and Indenture..................5
            (x)      Authorization and Description of Securities...............6
            (xi)     Absence of Defaults and Conflicts.........................6
            (xii)    Absence of Labor Dispute..................................6
            (xiii)   Absence of Proceedings....................................7
            (xiv)    Exhibits..................................................7
            (xv)     Absence of Further Requirements...........................7
            (xvi)    Possession of Licenses and Permits........................7
            (xvii)   Title to Property.........................................8
            (xviii)  Environmental Laws........................................8
            (ixx)    Not an Investment Company.................................9

    (b)     Officer's Certificates.............................................9


SECTION 2.  Sale and Delivery to Underwriters; Closing.........................9

    (a)     Securities.........................................................9

    (b)     Payment............................................................9

    (c)     Denominations; Registration........................................9


SECTION 3.  Covenants of the Company..........................................10


                                        i

<PAGE>



    (a)     Compliance with Securities Regulations and Commission Requests....10

    (b)     Filing of Amendments..............................................10

    (c)     Delivery of Registration Statements...............................10

    (d)     Delivery of Prospectuses..........................................10

    (e)     Compliance with Securities Laws...................................11

    (f)     Blue Sky Qualifications...........................................11

    (g)     Rule 158..........................................................11

    (h)     Restriction on Sale of Securities.................................11

    (i)     Reporting Requirements............................................12


SECTION 4.  Payment of Expenses...............................................12

    (a)     Expenses..........................................................12

    (b)     Termination of Agreement..........................................12


SECTION 5.  Conditions of Underwriters' Obligations...........................12

    (a)     Effectiveness of Registration Statement...........................13

    (b)     Opinion of Counsel for Company....................................13

    (c)     Opinion of Counsel for Underwriters...............................13

    (d)     Officers' Certificate.............................................13

    (e)     Accountant's Comfort Letter.......................................14

    (f)     Bring-down Comfort Letter.........................................14

    (g)     No Objection......................................................14


                                       ii

<PAGE>



    (h)     Additional Documents..............................................14

    (j)     Termination of Agreement..........................................14


SECTION 6.  Indemnification...................................................15

    (a)     Indemnification by the Company....................................15

    (b)     Indemnification by the Underwriters...............................16

    (c)     Actions against Parties; Notification.............................16


SECTION 7.  Contribution......................................................17


SECTION 8.  Representations, Warranties and Agreements to Survive Delivery....18


SECTION 9.  Termination of Agreement..........................................19

    (a)     Termination; General..............................................19

    (b)     Liabilities.......................................................19

SECTION 10. Default by One or More of the Underwriters........................19


SECTION 11. Default by the Company............................................20


SECTION 12. Notices...........................................................20


SECTION 13. Parties...........................................................20


SECTION 14. Governing Law and Time............................................20


SECTION 15. Effect of Headings................................................21


                                       iii

<PAGE>


SCHEDULE A     Underwriters

SCHEDULE B     Pricing

EXHIBIT A      Opinion of the Company's Counsel to be Delivered Pursuant to
               Section 5(b)


















                                       iv

<PAGE>



                               DIME BANCORP, INC.
                            (a Delaware corporation)

                                  $200,000,000

                        6 3/8% Notes due January 30, 2001

                             UNDERWRITING AGREEMENT

                                                                January 22, 1999

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Credit Suisse First Boston Corporation
as Representatives of the several Underwriters
c/o Merrill Lynch & Co.
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

         Dime Bancorp, Inc., a Delaware corporation (the "Company"), confirms
its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and Credit Suisse First Boston Corporation
("CSFB") and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters," which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch and CSFB are acting as representatives (in such capacity, the
"Representatives"), with respect to the purchase by the Underwriters, acting
severally and not jointly, of $200,000,000 principal amount of the 6 3/8% Notes
due January 30, 2001 (the "Securities") of the Company, to be issued pursuant to
the provisions of an Indenture, dated as of January 27, 1999 (the "Indenture"),
between the Company and First Union National Bank, as Trustee (the "Trustee").

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-58253) covering the
registration of debt securities of the Company, including the Securities, from
time to time in accordance with Rule 415 under the Securities Act of 1933, as
amended (the "1933 Act"), including the related



<PAGE>



preliminary prospectus or prospectuses. Promptly after execution and delivery of
this Agreement, the Company will either (i) prepare and file a prospectus in
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or
(ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933
Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance
with the provisions of Rule 434 and Rule 424(b). The information included in
such prospectus or in such Term Sheet, as the case may be, that was omitted from
such registration statement at the time it became effective but that is deemed
to be part of such registration statement at the time it became effective (a)
pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information"
or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434
Information." Each prospectus used before such registration statement became
effective, and any prospectus that omitted as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus." Such registration statement, including the exhibits
thereto, schedules thereto, if any, and the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it
became effective and including the Rule 430A Information and the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final prospectus, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, in the form first furnished to the Underwriters for use in connection with
the offering of the Securities, is herein called the "Prospectus." If Rule 434
is relied on, the term "Prospectus" shall refer to the preliminary prospectus
dated September 22, 1998 together with the Term Sheet, and all references in
this Agreement to the date of the Prospectus shall mean the date of the Term
Sheet.

         All reference in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act"), which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.




                                        2

<PAGE>



         SECTION 1. Representations and Warranties.

         (a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof and as of the
Closing Time referred to in Section 2(b) hereof, as follows:

          (i) Compliance with Registration Requirements. The Company meets the
     requirements for use of Form S-3 under the 1933 Act. Each of the
     Registration Statement and any Rule 462(b) Registration Statement has
     become effective under the 1933 Act; no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement has been issued under the 1933 Act and no proceedings for that
     purpose have been instituted or are pending or, to the knowledge of the
     Company, are contemplated by the Commission and any request on the part of
     the Commission for additional information has been complied with.

          At the respective times the Registration Statement, any Rule 462(b)
     Registration Statement and any post-effective amendments thereto became
     effective and at the Closing Time, the Registration Statement, the Rule
     462(b) Registration Statement and any amendments and supplements thereto
     complied and will comply in all material respects with the requirements of
     the 1933 Act and the 1933 Act Regulations and did not and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading. Neither the Prospectus nor any amendments or supplements
     thereto, at the time the Prospectus or any such amendment or supplement was
     filed and at the Closing Time, included or will include an untrue statement
     of a material fact or omitted or will 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. If Rule 434 is
     used, the Company will comply with the requirements of Rule 434. The
     representations and warranties in this subsection shall not apply to (i)
     statements in or omissions from the Registration Statement, any
     post-effective amendment to the Registration Statement, the Prospectus or
     any amendment or supplement to the Prospectus made in reliance upon and in
     conformity with information furnished to the Company in writing by any
     Underwriter through Merrill Lynch expressly for use in the Registration
     Statement, the Prospectus or any such amendment or supplement or (ii) that
     part of the Registration Statement that constitutes the Statement of
     Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended
     (the "Trust Indenture Act") of the Trustee.

          Each preliminary prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material respects with the 1933 Act and the 1933 Act
     Regulations.




                                        3

<PAGE>



          (ii) Incorporated Documents. The documents incorporated or deemed to
     be incorporated by reference in the Registration Statement and the
     Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the 1934 Act and the rules and regulations of the
     Commission thereunder (the "1934 Act Regulations"), and, when read together
     with the other information in the Prospectus, at the time the Registration
     Statement became effective, at the time the Prospectus was issued and at
     the Closing Time, did not and will not contain an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in light of the circumstances under which such
     statements were made, not misleading.

          (iii) Independent Accountants. The accountants who certified the
     financial statements and supporting schedules included in the Registration
     Statement are independent public accountants as required by the 1933 Act
     and the 1933 Act Regulations.

          (iv) Financial Statements. The consolidated statements of financial
     condition, consolidated statements of income, consolidated statements of
     changes in stockholders' equity and consolidated statements of cash flows
     included in the Registration Statement and the Prospectus, together with
     the related schedules and notes (the "Financial Statements"), present
     fairly in all material respects the consolidated financial position,
     results of operations, changes in stockholders' equity and cash flows of
     the Company and its consolidated subsidiaries at the dates indicated and,
     for the periods specified, as the case may be, subject in the case of
     unaudited balance sheets and statements to normal year-end audit
     adjustments; said Financial Statements have been prepared in conformity
     with generally accepted accounting principles ("GAAP") applied on a
     consistent basis throughout the periods involved, except as may be noted
     therein, subject in the case of unaudited balance sheets and statements to
     normal year-end audit adjustments and the limited scope of the notes
     thereto.

          (v) No Material Adverse Change in Business. Since the respective dates
     as of which information is given in the Registration Statement and the
     Prospectus, except as otherwise stated herein, (A) there has been no
     material adverse change, or development involving a prospective material
     adverse change, in the financial condition, results of operation or
     stockholders' equity of the Company and its subsidiaries considered as one
     enterprise, whether or not arising in the ordinary course of business (a
     "Material Adverse Effect"), (B) there have been no transactions entered
     into by the Company or any of its subsidiaries, other than those in the
     ordinary course of business, which are material with respect to the Company
     and its subsidiaries considered as one enterprise, and (C) there has been
     no dividend or distribution of any kind declared, paid or made by the
     Company on any class of its capital stock.




                                        4

<PAGE>



          (vi) Good Standing of the Company. The Company has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of Delaware and has corporate power and authority to own, lease
     and operate its properties and to conduct its business in all material
     respects as described in the Prospectus and to enter into and perform its
     obligations under this Agreement; and the Company is duly qualified as a
     foreign corporation to transact business and is in good standing in each
     other jurisdiction in which such qualification is required, whether by
     reason of the ownership or leasing of property or the conduct of business,
     except where the failure so to qualify or to be in good standing would not
     result in a Material Adverse Effect.

          (vii) Good Standing of Subsidiaries. The Dime Savings Bank of New
     York, FSB (the "Bank") has been duly organized and is validly existing as a
     federally chartered stock savings bank and is a member in good standing of
     the Federal Home Loan Bank of New York; the Bank's deposit accounts are
     insured up to applicable limits by the Savings Association Insurance Fund
     or the Bank Insurance Fund, each of the FDIC; and no proceeding for the
     termination or revocation of such insurance is pending or, to the knowledge
     of the Company or the Bank, threatened. The Bank and North American
     Mortgage Company are the only "significant subsidiaries" of the Company (as
     such term is defined in Rule 1-02 of the Regulation S-X) and each has power
     and authority to own, lease and operate its properties and to conduct its
     business in all material respects as described in the Prospectus and is
     duly qualified to transact business and is in good standing in each
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure so to qualify or to be in good standing would not result
     in a Material Adverse Effect; except as otherwise disclosed in the
     Registration Statement, all of the issued and outstanding capital stock of
     the Bank has been duly authorized and validly issued, is fully paid and
     non-assessable and is owned by the Company, directly or through
     subsidiaries, free and clear of any security interest, mortgage, pledge,
     lien, encumbrance, claim or equity; none of the outstanding shares of
     capital stock of the Bank was issued in violation of the preemptive or
     similar rights of any security holder of such Subsidiary.

          (viii) Capitalization. The Company had at the date indicated a duly
     authorized and outstanding capitalization as set forth in the Registration
     Statement.

          (ix) Authorization of Agreement and Indenture. This Agreement has been
     duly authorized, executed and delivered by the Company. The Indenture has
     been duly qualified under the Trust Indenture Act and has been duly
     authorized, executed and delivered by the Company and is a valid and
     binding agreement of the Company, enforceable in accordance with its terms,
     subject to applicable bankruptcy, insolvency or similar laws affecting
     creditors' rights generally and general principles of equity.



                                        5

<PAGE>



          (x) Authorization and Description of Securities. The Securities have
     been duly authorized and, when issued and authenticated in accordance with
     the provisions of the Indenture and delivered against payment therefor as
     provided herein, will be entitled to the benefits of the Indenture and will
     be valid and binding obligations of the Company, enforceable in accordance
     with their terms, subject to applicable bankruptcy, insolvency or similar
     laws affecting creditors' rights generally and general principles of
     equity. The Securities conform to the description thereof under the heading
     "Description of Debt Securities" contained in the Prospectus and such
     description, insofar as it purports to be a summary of the instruments
     defining the rights of holders of the Securities, is accurate, complete and
     fair in all material respects.

          (xi) Absence of Defaults and Conflicts. Neither the Company nor any of
     its subsidiaries is in violation of its charter or by-laws or in default in
     the performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which the Company or any of its subsidiaries is a party or by which it or
     any of them may be bound, or to which any of the property or assets of the
     Company or any subsidiary is subject (collectively, "Agreements and
     Instruments"), except for such defaults that would not result in a Material
     Adverse Effect; and the execution, delivery and performance of this
     Agreement and the Indenture and the consummation of the transactions
     contemplated herein, in the Indenture and in the Registration Statement
     (including the issuance and sale of the Securities) and compliance by the
     Company with its obligations hereunder and under the Indenture have been
     duly authorized by all necessary corporate action and do not and will not,
     whether with or without the giving of notice or passage of time or both,
     conflict with or constitute a breach of, default or Repayment Event (as
     defined below) under, or result in the creation or imposition of any lien,
     charge or encumbrance upon any property or assets of the Company or any
     subsidiary pursuant to, the Agreements and Instruments (except for such
     conflicts, breaches or defaults or liens, charges or encumbrances that
     would not result in a Material Adverse Effect), nor will such action result
     in any violation of the provisions of the charter or by-laws of the Company
     or any subsidiary or any applicable law, statute, rule, regulation,
     judgment, order, writ or decree of any government, governmental
     instrumentally or court, domestic or foreign, having jurisdiction over the
     Company or any subsidiary or any of their assets or properties. As used
     herein, a "Repayment Event" means any event or condition which gives the
     holder of any note, debenture or other evidence of indebtedness (or any
     person acting on such holder's behalf) the right to require the repurchase,
     redemption or repayment of all or a portion of such indebtedness by the
     Company or any subsidiary.

          (xii) Absence of Labor Dispute. No labor dispute with the employees of
     the Company or any subsidiary exists or, to the knowledge of the Company,
     is imminent, and the Company is not aware of any existing or imminent labor
     disturbance by the



                                        6

<PAGE>



     employees of any of its or any subsidiary's principal suppliers,
     manufacturers, customers or contractors, which, in either case, may
     reasonably be expected to result in a Material Adverse Effect.

          (xiii) Absence of Proceedings. There is no action, suit, proceeding
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or, to the knowledge of
     the Company, threatened, against or affecting the Company or any
     subsidiary, which is required to be disclosed in the Registration Statement
     (other than as disclosed therein), or which might reasonably be expected to
     result in a Material Adverse Effect (other than as disclosed in the
     Registration Statement), or which might reasonably be expected to
     materially and adversely affect the properties or assets thereof (other
     than as disclosed in the Registration Statement) or the consummation of the
     transactions contemplated in this Agreement or the performance by the
     Company of its obligations hereunder.

          (xiv) Exhibits. There are no contracts or documents which are required
     to be described in the Registration Statement, the Prospectus or the
     documents incorporated by reference therein, or to be filed as exhibits
     thereto, which have not been so described or filed as required.

          (xv) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     is necessary or required for the performance by the Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the Securities hereunder or the consummation of the transactions
     contemplated by this Agreement, except such as have been already obtained
     or as may be required under the 1933 Act or the 1933 Act Regulations or
     state securities laws.

          (xvi) Possession of Licenses and Permits. The Company and its
     subsidiaries possess such permits, licenses, approvals, consents and other
     authorizations (collectively, "Governmental Licenses") issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies
     necessary to conduct the business now operated by them; the Company and its
     subsidiaries are in compliance with the terms and conditions of all such
     Governmental Licenses, except where the failure so to comply would not,
     singly or in the aggregate, have a Material Adverse Effect; all of the
     Governmental Licenses are valid and in full force and effect, except when
     the invalidity of such Governmental Licenses or the failure of such
     Governmental Licenses to be in full force and effect would not have a
     Material Adverse Effect; and neither the Company nor any of its
     subsidiaries has received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses which, singly
     or in the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would result in a Material Adverse Effect.



                                        7

<PAGE>



          (xvii) Title to Property. The Company and its subsidiaries have good
     and marketable title to all real property reflected in the most recent
     balance sheet included in the Prospectus as owned by the Company and its
     subsidiaries and good title to all other properties reflected in the most
     recent balance sheet included in the Prospectus as owned by them, in each
     case, free and clear of all mortgages, pledges, liens, security interests,
     claims, restrictions or encumbrances of any kind, except such as (a) are
     described in the Prospectus or (b) do not, singly or in the aggregate,
     materially interfere with the use made and proposed to be made of such
     property by the Company or any of its subsidiaries or, with respect to any
     such real property, render title unmarketable as to a material part
     thereof; and all of the leases and subleases material to the business of
     the Company and its subsidiaries, considered as one enterprise, and under
     which the Company or any of its subsidiaries holds properties described in
     the Prospectus, are in full force and effect, and neither the Company nor
     any subsidiary has any notice of any material claim of any sort that has
     been asserted by anyone adverse to the rights of the Company or any
     subsidiary under any of the leases or subleases mentioned above, or
     affecting or questioning the rights of the Company or such subsidiary to
     the continued possession of the leased or subleased premises under any such
     lease or sublease.

          (xviii) Environmental Laws. Except as described in the Registration
     Statement or except as would not, singly or in the aggregate, result in a
     Material Adverse Effect: (A) neither the Company nor any of its
     subsidiaries is in violation of any federal, state, local or foreign
     statute, law, rule, regulation, ordinance, code, policy or rule of common
     law or any judicial or administrative interpretation thereof, including any
     judicial or administrative order, consent, decree or judgment, relating to
     pollution or protection of human health, the environment (including,
     without limitation, ambient air, surface water, groundwater, land surface
     or subsurface strata) or wildlife, including, without limitation, laws and
     regulations relating to the release or threatened release of chemicals,
     pollutants, contaminants, wastes, toxic substances, hazardous substances,
     petroleum or petroleum products (collectively, "Hazardous Materials") or to
     the manufacture, processing, distribution, use, treatment, storage,
     disposal, transport or handling of Hazardous Materials (collectively,
     "Environmental Laws"), (B) the Company and its subsidiaries have all
     permits, authorizations and approvals required under any applicable
     Environmental Laws and are each in compliance with their requirements, (C)
     there are no pending or threatened administrative, regulatory or judicial
     actions, suits, demands, demand letters, claims, liens, notices of
     noncompliance or violation, investigation or proceedings relating to any
     Environmental Law against the Company or any of its subsidiaries and (D)
     there are no events or circumstances that might reasonably be expected to
     form the basis of an order for clean-up or redemption, or an action, suit
     or proceeding by any private party or governmental body or agency, against
     or affecting the Company or any of its subsidiaries relating to Hazardous
     Materials or any Environmental Laws.




                                        8

<PAGE>



          (xix) Not an Investment Company. The Company is not, and upon the
     issuance and sale of the Securities as herein contemplated and the
     application of the net proceeds therefrom as described in the Prospectus
     will not be, an "investment company" or a company "controlled by" an
     "investment company" within the meaning of the Investment Company Act of
     1940, as amended.

         (b) Officer's Certificates. Any certificate signed by any officer of
the Company or any of its subsidiaries delivered to the Representative or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriters as to the matters covered thereby, without
personal liability for the officer signing such certificate.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a) Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B, the principal amount of Securities set forth
in Schedule A opposite the name of the Underwriter, plus any additional
principal amount of Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.

         (b) Payment. Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the Company against
delivery by the Company to the Representatives for the respective accounts of
the Underwriters of certificates for the Securities to be purchased by them. The
time and date of such payment and delivery shall be 10:00 A.M. (Eastern time) on
the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any
given day) business day after the date hereof (unless postponed in accordance
with the provisions of Section 10), or such other time not later than ten
business days after such date as shall be agreed upon by the Representatives and
the Company (such time and date of payment and delivery being herein called the
"Closing Time"). It is understood that each Underwriter has authorized the
Representatives, for its account, to accept delivery of, receipt for, and make
payment of the purchase price for, the Securities that it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Securities to be purchased by any Underwriter whose funds have not
been received by the Closing Time but such payment shall not relieve such
Underwriter from its obligations hereunder.

         (c) Denominations; Registration. Certificates for the Securities shall
be in such denominations and registered in such names as the Representatives may
request in writing at least one full business day before the Closing Time. The
certificates for the Securities will be made available for examination and
packaging by the Representative in The City of New York not later than 10:00
A.M. (Eastern time) on the business day prior to the Closing Time.



                                        9

<PAGE>



         SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

         (a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
or Rule 434, as applicable, and will notify the Representatives promptly, and
confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall become effective, or any supplement to the
Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt
of any comments from the Commission, (iii) of any request by the Commission for
any amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for additional information, and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, or of the initiation or threatening of any
proceedings for any of such purposes. The Company will promptly effect the
filings necessary pursuant to Rule 424(b) and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for
filing under Rule 424(b) was received for filing by the Commission and, in the
event that it was not, it will promptly file such prospectus. The Company will
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

         (b) Filing of Amendments. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b), any Term Sheet or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectus,
whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the
Underwriters shall object.

         (c) Delivery of Registration Statements. The Company has furnished or
will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the Representatives, without charge, conformed
copy of the Registration Statement as originally filed and of each amendment
thereto (without exhibits) for each of the Underwriters.

         (d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by



                                       10

<PAGE>



the 1933 Act. The Company will furnish to each Underwriter, without charge,
during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request.

         (e) Compliance with Securities Laws. The Company will comply with the
1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act
Regulations to the extent necessary to permit the completion of the distribution
of the Securities as contemplated in this Agreement and in the Prospectus. If at
any time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of the
Underwriters or the Company, based upon advice of counsel, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus 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 when such Prospectus is
delivered, not misleading, or if it shall be necessary, in the opinion of such
party, based upon the advice of counsel, at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriters such number
of copies of such amendment or supplement as the Underwriters may reasonably
request.

         (f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
as the Representatives may designate and to maintain such qualifications in
effect for as long as may be necessary to complete the distribution of
Securities provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

         (g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

         (h) Restriction on Sale of Securities. During a period beginning on the
date hereof and continuing to an including the Closing Time, the Company will
not, without the prior written consent of Merrill Lynch, directly or indirectly,
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right



                                       11

<PAGE>



or warrant to purchase or otherwise transfer or dispose of any debt securities
substantially similar to the Securities, except that the foregoing sentence
shall not apply to (A) the Securities to be sold hereunder and (B) commercial
paper issued in the ordinary course of business.

         (i) Reporting Requirements. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations and the Company will cause the Bank to file all documents required
to be filed with any supervisory, regulatory, administrative or governmental
agency, body or authority, whether pursuant to the 1934 Act and the 1934 Act
Regulations or otherwise, except when the failure to file such documents could
not reasonably be expected to result, directly or indirectly, in a Material
Adverse Effect.

         SECTION 4. Payment of Expenses.

         (a) Expenses. The Company covenants and agrees with the several
Underwriters that (a) the Company will pay the following expenses incident to
this Agreement: (i) the preparation, printing and filing of the Registration
Statement (including financial statements and exhibits) as originally filed and
of each amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the Securities, (iii) the preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, (iv) the
fees and disbursements of the Company's counsel, accountants and other advisors,
(v) the qualification of the Securities under securities laws in accordance with
the provisions of Section 3(f) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectus and any amendments
or supplements thereto, (vii) the fees and expenses of any transfer agent or
registrar for the Securities, (viii) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the NASD of the terms of the sale of the Securities and (ix)
any fees payable in connection with the rating of the Securities.

         (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5, Section 9(a) (i)
or Section 11 hereof, the Company shall reimburse the Underwriters for all of
their reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         SECTION 5. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy, as of the
Closing Time, of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of



                                       12

<PAGE>



any officer of the Company or any subsidiary of the Company delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and
other obligations hereunder to be performed at or prior to the Closing Time, and
to the following further conditions.

         (a) Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at the Closing Time no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any request
on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of counsel to the Underwriters. A
prospectus containing the Rule 430A Information shall have been filed with the
Commission in accordance with Rule 424(b) (or a post-effective amendment
providing such information shall have been filed and declared effective in
accordance with the requirements of Rule 430A) or, if the Company has elected to
rely upon Rule 434, a Term Sheet shall have been filed with the Commission in
accordance with Rule 424(b).

         (b) Opinion of Counsel for Company. At Closing Time, the
Representatives shall have received the favorable opinions, dated as of Closing
Time, of Sullivan & Cromwell, counsel for the Company, and James E. Kelly, Esq.,
General Counsel for the Company, in each instance in form and substance
reasonably satisfactory to counsel for the Underwriters, collectively to the
effect set forth in Exhibit A hereto.

         (c) Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Cleary, Gottlieb, Steen & Hamilton, counsel for the Underwriters, with
respect to such matters as they may reasonably request. In giving such opinion
such counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the federal law of the United
States, and the General Corporation Law of the State of Delaware, upon the
opinions of counsel satisfactory to the Representatives. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company and
its subsidiaries and certificates of public officials.

         (d) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change, or development involving a
prospective material adverse change, in the financial condition, results of
operations or stockholders' equity of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, and the Representatives shall have received a certificate signed by
the President or a Vice President of the Company and by the chief financial or
chief accounting officer of the Company, dated as of Closing Time, to the effect
that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1(a) hereof are true and correct with
the



                                       13

<PAGE>



same force and effect as though expressly made at and as of Closing Time, (iii)
the Company has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied pursuant to the Underwriting Agreement at or
prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and contemplated by the Commission.

         (e) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Representatives shall have received from KPMG Peat Marwick LLP a
letter dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters, containing statements and information of the
type ordinarily included in accountants' "comfort letter" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

         (f) Bring-down Comfort Letter. At Closing Time, the Representatives
shall have received from KPMG Peat Marwick LLP a letter, dated as of Closing
Time, to the effect that it reaffirms the statements made in the letter
furnished pursuant to subsection (e) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to
Closing Time.

         (g) No Objection. The NASD shall not have raised any objection with
respect to the fairness and reasonableness of the underwriting terms and
arrangements.

         (h) Additional Documents. At the Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to the
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters.

         (j) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
agreement may be terminated by the Representatives by notice to the Company at
any time at or prior to Closing Time, and such termination shall be without
liability of any party to any other party, except as provided in Section 4, and
except that Sections 1, 6, 7 and 8 shall survive any such termination and remain
in full force and effect.




                                       14

<PAGE>



         SECTION 6. Indemnification.

         (a) Indemnification by the Company. The Company agrees to the indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act to the extent and in the manner as set forth below:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), including the Rule 430A Information and the
     Rule 434 Information, if applicable, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading or arising out of any untrue
     statement or alleged untrue statement of a material fact contained in any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that any such settlement is
     effected with the written consent of the Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Representatives),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (i) or (ii)
     above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Merrill Lynch, expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and provided further that
the foregoing indemnity with respect to any preliminary prospectus shall not
inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter from whom the person asserting any such



                                       15

<PAGE>



loss, liability, claim or damage purchased Securities if such untrue statement
or omission or alleged untrue statement or omission made in such preliminary
prospectus is eliminated or remedied in the Prospectus (as amended or
supplemented by the Company if the Company shall have furnished any amendments
or supplements thereto) and a copy of the Prospectus (as so amended or
supplemented), excluding documents incorporated by reference, which at such time
had been provided to the Underwriters for their use, shall not have been
furnished to such person at or prior to the written confirmation of sale of such
Securities to such person.

         (b) Indemnification by the Underwriters. Each Underwriter severally
agrees to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act, and the Company, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto, including the Rule 430A Information and the
Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Merrill Lynch expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

         (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not material
prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof



                                       16

<PAGE>



(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party (other than pursuant to the terms thereof) in respect of any
losses, liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the Underwriters on the other hand in connection
with the statements or omissions that resulted in such losses, liabilities,
claims, damages or expenses, 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 hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the
Underwriters, in each case as set forth ion the cover of the Prospectus, or, if
Rule 434 is used, the corresponding location on the Term Sheet bear to the
aggregate initial public offering price of the Securities as set forth on such
cover.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters 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 contribution pursuant to this Section 7 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 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or



                                       17

<PAGE>



defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

         Not withstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act of Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Securities set forth opposite their respective names
in Schedule A hereto and not joint.

         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or in certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Company, and shall survive delivery of the Securities to
the Underwriters.




                                       18

<PAGE>



         SECTION 9. Termination of Agreement.

         (a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change, or development involving a prospective material adverse
change, in the financial condition, results of operations or stockholders'
equity of the Company and its subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, or (ii) if there has occurred
any material adverse change in the financial markets in the United States, any
outbreak of hostilities or escalation thereof or other calamity or crisis or any
material change or development involving a prospective material change in
national or international political, financial or economic conditions, in each
case the effect of which is such as to make it, in the judgment of the
Representative, impracticable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the
Company has been suspended or limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or New York
Stock Exchange or in the NASDAQ National Market has been suspended or limited,
or minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission, the NASD or any other governmental authority, or (iv)
if a banking moratorium has been declared by either Federal or New York
authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6 and 7 shall survive such termination and remain in full force and effect.

         SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at Closing Time to purchase the Securities which
it or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then: (a) if the number
of Defaulted Securities does not exceed 10% of the number of Securities to be
purchased on such date, each of the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or (b) if the
number of Defaulted Securities exceeds 10% of the number of Securities to be
purchased on such date, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter.




                                       19

<PAGE>



         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Representatives or the Company shall have the
right to postpone Closing Time, for a period not exceeding seven days, in order
to effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "Underwriter"
includes any person substituted for an Underwriter under this Section 10.

         SECTION 11. Default by the Company. If the Company shall make such
delivery but the Company shall fail to deliver the Securities to the
Representatives, then the Underwriters may, at the option of the
Representatives, by notice from the Representatives to the Company, terminate
this Agreement without any liability on the fault of any non-defaulting party
except that the provisions of Sections 1, 4, 6 and 7 shall remain in full force
and effect. No action taken pursuant to this Section 11 shall relieve the
defaulting party from liability, if any, in respect of such default.

         SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of Henry R. Michaels,
Managing Director; notices to the Company shall be directed to it at 589 Fifth
Avenue, New York 10017, attention of General Counsel.

         SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon each of the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein are intended to be
for the sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.




                                       20

<PAGE>



         SECTION 15. 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.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this agreement, along with all counterparts, will become a binding agreement
among the Underwriters and the Company in accordance with its terms.

                                            Very truly yours,


                                            DIME BANCORP, INC.


                                            By /s/ Anthony R. Burriesci
                                              ---------------------------------
                                              Name:  Anthony R. Burriesci
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


CONFIRMED AND ACCEPTED,
as of the date first
above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
     INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION


By:  MERRILL LYNCH, PIERCE, FENNER & SMITH
       INCORPORATED

By /s/ Lee Whitley
  -------------------------------
  Authorized Signatory

           For itself and as Representative of the other Underwriters
                          named in Schedule A hereto.




                                       21

<PAGE>


                                   SCHEDULE A
                                   ----------


                                                                Principal Amount
Underwriter                                                         of Notes
- -----------                                                     ----------------

Merrill Lynch, Pierce, Fenner & Smith
          Incorporated ....................................       $150,000,000
Credit Suisse First Boston Corporation ....................       $ 50,000,000
                                                                  ------------
          Total ...........................................       $200,000,000
                                                                  ------------






                                        1

<PAGE>



                                   SCHEDULE B
                                   ----------



                               DIME BANCORP, INC.
                 $200,000,000 6 3/8% Notes due January 30, 2001

         1. The public offering price of the Securities shall be 99.803% of the
principal amount thereof, plus accrued interest from January 27, 1999, if
settlement occurs after that date.

         2. The purchase price to be paid by the Underwriters for the Securities
shall be 99.453% of the principal amount thereof.

         3. The interest rate on the Securities shall be 6 3/8% per annum.













                                        2

<PAGE>



                                    EXHIBIT A
                                    ---------

                        OPINION OF THE COMPANY'S COUNSEL
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

         The opinions of special counsel for the Company referred to in Section
5(b) collectively shall be substantially to the following effect (capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Underwriting Agreement):

          (i) The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware. The
     Company has the requisite corporate power and authority to conduct its
     business in all material respects as described in the Prospectus.

          (ii) To the best of such counsel's knowledge, the Bank is validly
     existing as a federal savings bank under the Federal laws of the United
     States. The Bank has the requisite corporate power and authority to conduct
     its business in all material respects as described in the Prospectus.

          (iii) The Securities have been duly authorized, executed,
     authenticated, issued and delivered and constitute valid and legally
     binding obligations of the Company enforceable in accordance with their
     terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium or similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

          (iv) The statements set forth under the headings "Description of Debt
     Securities" and "Underwriting" in the Prospectus, insofar as such
     statements purport to constitute summaries of certain terms of the
     Securities and each of the Underwriting Agreement and the Indenture
     (together, the "Operative Documents"), in each case constitute accurate,
     complete and fair summaries in all material respects.

          (v) All regulatory consents, authorizations, approvals and filings
     required to be obtained or made by the Company under the Federal laws of
     the United States, the laws of the State of New York and the General
     Corporation Law of the State of Delaware for the issuance, sale and
     delivery of the Securities by the Company have been obtained or made.

          (vi) Neither the execution and delivery of the Operative Documents by
     the Company, the issuance and delivery of the Securities, the consummation
     by the Company of the transactions contemplated in the Operative Documents
     and compliance by the Company with its respective obligations under the
     Operative Documents to which it is party nor the fulfillment of the terms
     thereof does or will, whether with or without the



                                        1

<PAGE>



     giving of notice or passage of time or both, (a) violate the Company's
     certificate of incorporation or by-laws, (b) result in a default under or
     breach of the Agreements and Instruments known to such counsel, except for
     such conflicts, breaches or defaults or liens, charges or encumbrances that
     would not result in a Material Adverse Effect, or (c) violate any Federal
     law of the United States or law of the State of New York applicable to the
     Company; provided, however, that for purposes of this paragraph (vi), such
     counsel need not express an opinion with respect to Federal or state
     securities laws, other antifraud laws or fraudulent transfer laws.

          (vii) The Underwriting Agreement has been duly authorized, executed
     and delivered by the Company.

          (viii) The Indenture has been duly qualified under the Trust Indenture
     Act and has been duly authorized, executed and delivered by the Company and
     is a valid and binding agreement of the Company, enforceable in accordance
     with its term, subject to applicable bankruptcy, insolvency or similar laws
     affecting creditors' rights generally and general principles of equity.

          (ix) The Company is not, and following consummation of the
     transactions contemplated by the Underwriting Agreement and the application
     of the net proceeds as described in the Prospectus will not be, an
     "investment company" or a company "controlled by" an "investment company"
     within the meaning of the Investment Company Act of 1940, as amended.

          (x) To the best of such counsel's knowledge, no litigation or
     governmental proceeding of any kind is instituted or threatened against the
     Company or any of its consolidated subsidiaries that might reasonably be
     expected to result in a Material Adverse Effect, or which might reasonably
     be expected to materially and adversely affect the consummation of the
     transactions contemplated in the Underwriting Agreement or the performance
     by the Company of its obligations thereunder or the transactions
     contemplated by the Prospectus.

         In addition, such counsel shall state that they have reviewed the
Registration Statement and the Prospectus, participated in discussions with the
Representatives and the representatives of the Company and its accountants and
that, on the basis of the information gained in such discussions, the
Registration Statement, as of the date it became effective, and the Prospectus,
as of the date of the Prospectus, appeared on their face to be appropriately
responsive in all material respects to the requirements of the 1933 Act and the
1933 Act Regulations. Further, such counsel shall confirm that nothing that came
to their attention in the course of the aforementioned review has caused them to
believe that the Registration Statement, as of the date it become effective,
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not



                                        2

<PAGE>


misleading or that the Prospectus, as of the date of the Prospectus and as of
the Closing Date, contained any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

         The limitations inherent in the independent verification of factual
matters and the character of determinations involved in the registration process
are such, however, that such counsel shall not be required to assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, except for those made
under the captions "Descriptions of Debt Securities" and "Underwriting" in the
Prospectus insofar as they relate to provisions of documents therein described.
Also, such counsel need not express any opinion or belief as to the financial
statements or other financial data contained in the Registration Statement or
the Prospectus.





                                        3




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





                               DIME BANCORP, INC.

                                       TO

                            FIRST UNION NATIONAL BANK
                                          Trustee





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




                                    Indenture



                          Dated as of January 27, 1999




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


                        UNSECURED SENIOR DEBT SECURITIES



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

<PAGE>

                        .................................

<TABLE>
<CAPTION>
    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                                                  Indenture Section
<S>                  <C>                                                       <C>
Section 310(a)(1)    ........................................................  609
           (a)(2)    ........................................................  609
           (a)(3)    ........................................................  Not Applicable
           (a)(4)    ........................................................  Not Applicable
           (b)       ........................................................  608
                                                                               610
Section 311(a)       ........................................................  613
           (b)       ........................................................  613
Section 312(a)       ........................................................  701
                                                                               702
           (b)       ........................................................  702
           (c)       ........................................................  702
Section 313(a)       ........................................................  703
           (b)       ........................................................  703
           (c)       ........................................................  703
           (d)       ........................................................  703
Section 314(a)       ........................................................  704
           (a)(4)    ........................................................  101
                                                                               1004
           (b)       ........................................................  Not Applicable
           (c)(1)    ........................................................  102
           (c)(2)    ........................................................  102
           (c)(3)    ........................................................  Not Applicable
           (d)       ........................................................  Not Applicable
           (e)       ........................................................  102
Section 315(a)       ........................................................  601
           (b)       ........................................................  602
           (c)       ........................................................  601
           (d)       ........................................................  601
           (e)       ........................................................  514
Section 316(a)       ........................................................  101
           (a)(1)(A) ........................................................  502
                                                                               512
           (a)(1)(B) ........................................................  513
           (a)(2)    ........................................................  Not Applicable
           (b)       ........................................................  508
           (c)       ........................................................  104
Section 317(a)(1)    ........................................................  503
           (a)(2)    ........................................................  504
           (b)       ........................................................  1003
Section 318(a)       ........................................................  107

<FN>
- -------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.
</FN>
</TABLE>

<PAGE>


                                                                            PAGE
                                                                            ----


                                TABLE OF CONTENTS
                                   ----------

                                                                           PAGE

PARTIES...................................................................    1
RECITALS OF THE COMPANY...................................................    1


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions:
               Act........................................................    2
               Affiliate; control.........................................    2
               Authenticating Agent.......................................    2
               Bank.......................................................    2
               Board of Directors.........................................    2
               Board Resolution...........................................    2
               Business Day...............................................    2
               Commission.................................................    2
               Company....................................................    2
               Company Request; Company Order.............................    3
               Corporate Trust Office.....................................    3
               corporation................................................    3
               Covenant Defeasance........................................    3
               Defaulted Interest.........................................    3
               Defeasance.................................................    3
               Depositary.................................................    3
               Event of Default...........................................    3
               Exchange Act...............................................    3
               Expiration Date............................................    3
               Foreign Government Obligation..............................    3
               Global Security............................................    3
               Holder.....................................................    3
               Indenture..................................................    3
               interest...................................................    4
               Interest Payment Date......................................    4
               Investment Company Act.....................................    4
               Maturity...................................................    4
               Notice of Default..........................................    4
               Officers' Certificate......................................    4
               Opinion of Counsel.........................................    4
               Original Issue Discount Security...........................    4

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


<PAGE>


                                                                           PAGE


                Outstanding...............................................    4
                Paying Agent..............................................    5
                Person....................................................    5
                Place of Payment..........................................    5
                Predecessor Security......................................    5
                Principal Subsidiary Bank.................................    6
                Redemption Date...........................................    6
                Redemption Price..........................................    6
                Regular Record Date.......................................    6
                Responsible Officer.......................................    6
                Securities................................................    6
                Securities Act............................................    6
                Security Register and Security Registrar..................    6
                Special Record Date.......................................    6
                Stated Maturity...........................................    6
                Subsidiary................................................    6
                Trust Indenture Act.......................................    7
                Trustee...................................................    7
                U.S. Government Obligation................................    7
                Vice President............................................    7
                Voting Stock..............................................    7
                Wholly-Owned Subsidiary...................................    7
SECTION 102.    Compliance Certificates and Opinions......................    7
SECTION 103.    Form of Documents Delivered to Trustee....................    8
SECTION 104.    Acts of Holders; Record Dates.............................    8
SECTION 105.    Notices, Etc., to Trustee and Company.....................   10
SECTION 106.    Notice to Holders; Waiver.................................   11
SECTION 107.    Conflict with Trust Indenture Act.........................   11
SECTION 108.    Effect of Headings and Table of Contents..................   11
SECTION 109.    Successors and Assigns....................................   12
SECTION 110.    Separability Clause.......................................   12
SECTION 111.    Benefits of Indenture.....................................   12
SECTION 112.    Governing Law.............................................   12
SECTION 113.    Legal Holidays............................................   12


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.     Forms Generally.........................................   12
SECTION 202.     Form of Face of Security................................   13


                                      -ii-


<PAGE>


                                                                           PAGE


SECTION 203.     Form of Reverse of Security...............................   15
SECTION 204.     Form of Legend for Global Securities......................   19
SECTION 205.     Form of Trustee's Certificate of Authentication...........   19


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.     Amount Unlimited; Issuable in Series......................   19
SECTION 302.     Denominations.............................................   22
SECTION 303.     Execution, Authentication, Delivery and Dating............   22
SECTION 304.     Temporary Securities......................................   24
SECTION 305.     Registration, Registration of Transfer and Exchange.......   24
SECTION 306.     Mutilated, Destroyed, Lost and Stolen Securities..........   26
SECTION 307.     Payment of Interest; Interest Rights Preserved............   27
SECTION 308.     Persons Deemed Owners.....................................   28
SECTION 309.     Cancellation..............................................   28
SECTION 310.     Computation of Interest...................................   28


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.     Satisfaction and Discharge of Indenture...................   29
SECTION 402.     Application of Trust Money................................   30


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.     Events of Default.........................................   30
SECTION 502.     Acceleration of Maturity; Rescission and Annulment........   32
SECTION 503.     Collection of Indebtedness and Suits for
                     Enforcement by Trustee................................   33
SECTION 504.     Trustee May File Proofs of Claim..........................   34
SECTION 505.     Trustee May Enforce Claims Without Possession
                     of Securities.........................................   34
SECTION 506.     Application of Money Collected............................   34
SECTION 507.     Limitation on Suits.......................................   35


                                      -iii-


<PAGE>


                                                                           PAGE


SECTION 508.     Unconditional Right of Holders to Receive Principal,
                     Premium and Interest..................................   35
SECTION 509.     Restoration of Rights and Remedies........................   36
SECTION 510.     Rights and Remedies Cumulative............................   36
SECTION 511.     Delay or Omission Not Waiver..............................   36
SECTION 512.     Control by Holders........................................   36
SECTION 513.     Waiver of Past Defaults...................................   37
SECTION 514.     Undertaking for Costs.....................................   37
SECTION 515.     Waiver of Usury, Stay or Extension Laws...................   37


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.     Certain Duties and Responsibilities.......................   38
SECTION 602.     Notice of Defaults........................................   38
SECTION 603.     Certain Rights of Trustee.................................   38
SECTION 604.     Not Responsible for Recitals or Issuance of Securities....   39
SECTION 605.     May Hold Securities.......................................   39
SECTION 606.     Money Held in Trust.......................................   40
SECTION 607.     Compensation and Reimbursement............................   40
SECTION 608.     Conflicting Interests.....................................   40
SECTION 609.     Corporate Trustee Required; Eligibility...................   40
SECTION 610.     Resignation and Removal; Appointment of Successor.........   41
SECTION 611.     Acceptance of Appointment by Successor....................   42
SECTION 612.     Merger, Conversion, Consolidation or Succession
                     to Business...........................................   43
SECTION 613.     Preferential Collection of Claims Against Company.........   44
SECTION 614.     Appointment of Authenticating Agent.......................   44


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.     Company to Furnish Trustee Names and Addresses
                     of Holders............................................   45
SECTION 702.     Preservation of Information; Communications
                     to Holders............................................   46
SECTION 703.     Reports by Trustee........................................   46
SECTION 704.     Reports by Company........................................   47


                                      -iv-


<PAGE>


                                                                           PAGE


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.     Company May Consolidate, Etc., Only on
                     Certain Terms.........................................   47
SECTION 802.     Successor Substituted.....................................   48


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.     Supplemental Indentures Without Consent of Holders........   48
SECTION 902.     Supplemental Indentures With Consent of Holders...........   49
SECTION 903.     Execution of Supplemental Indentures......................   50
SECTION 904.     Effect of Supplemental Indentures.........................   51
SECTION 905.     Conformity with Trust Indenture Act.......................   51
SECTION 906.     Reference in Securities to Supplemental Indentures........   51


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.    Payment of Principal, Premium and Interest................   51
SECTION 1002.    Maintenance of Office or Agency...........................   51
SECTION 1003.    Money for Securities Payments to Be Held in Trust.........   52
SECTION 1004.    Statement by Officers as to Default.......................   53
SECTION 1005.    Existence.................................................   53
SECTION 1006.    Maintenance of Properties.................................   53
SECTION 1007.    Payment of Taxes and Other Claims.........................   54
SECTION 1008.    Limitation Upon Disposition of Stock
                     or Assets of the Bank.................................   54
SECTION 1009.    Waiver of Certain Covenants...............................   55


                                       -v-


<PAGE>


                                                                           PAGE


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.    Applicability of Article..................................   55
SECTION 1102.    Election to Redeem; Notice to Trustee.....................   55
SECTION 1103.    Selection by Trustee of Securities to Be Redeemed.........   56
SECTION 1104.    Notice of Redemption......................................   56
SECTION 1105.    Deposit of Redemption Price...............................   57
SECTION 1106.    Securities Payable on Redemption Date.....................   57
SECTION 1107.    Securities Redeemed in Part...............................   58


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.    Applicability of Article..................................   58
SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities.....   58
SECTION 1203.    Redemption of Securities for Sinking Fund.................   59


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.    Company's Option to Effect Defeasance or
                     Covenant Defeasance...................................   59
SECTION 1302.    Defeasance and Discharge..................................   59
SECTION 1303.    Covenant Defeasance.......................................   60
SECTION 1304.    Conditions to Defeasance or Covenant Defeasance...........   60
SECTION 1305.    Deposited Money, U.S. Government Obligations and
                     Foreign Government Obligations to Be Held in
                     Trust; Miscellaneous Provisions.......................   63
SECTION 1306.    Reinstatement.............................................   63

TESTIMONIUM................................................................   64
SIGNATURES AND SEALS.......................................................   64
ACKNOWLEDGEMENTS...........................................................   65


                                      -vi-


<PAGE>


      INDENTURE,  dated as of January 27, 1999,  between Dime  Bancorp,  Inc., a
corporation  duly organized and existing under the laws of the State of Delaware
(herein called the "Company"),  having its principal office at 589 Fifth Avenue,
New York,  New York 10017 and First  Union  National  Bank,  a national  banking
association, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.  Definitions.

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

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

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

         (3) all accounting terms not otherwise defined herein have the meanings
   assigned to them in accordance with generally accepted accounting principles,
   and,  except as otherwise  herein  expressly  provided,  the term  "generally
   accepted accounting  principles" with respect to any computation  required or
   permitted  hereunder shall mean such  accounting  principles as are generally
   accepted at the date of such computation;


<PAGE>


         (4)  unless  the  context  otherwise  requires,  any  reference  to  an
   "Article" or a "Section"  refers to an Article or a Section,  as the case may
   be, of this Indenture; and

         (5) the 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 sub division.

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

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

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

      "Bank" means (i) any institution which accepts deposits that the depositor
has a legal right to  withdraw  on demand and engages in the  business of making
commercial loans, and (ii) any trust company.

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

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

      "Business Day", when used with respect to any Place of Payment, means each
Monday,  Tuesday,  Wednesday,  Thursday  and Friday  which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

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


                                       -2-


<PAGE>


      "Company  Request" or  "Company  Order"  means a written  request or order
signed  in the  name of the  Company  by its  Chairman  of the  Board,  its Vice
Chairman of the Board,  its President or a Vice President,  and delivered to the
Trustee.

      "Corporate  Trust Office" means the corporate  trust office of the Trustee
in the State of New Jersey at which at any particular  time its corporate  trust
business  shall be  administered.  Currently  such office is at 21 South Street,
Morristown, New Jersey 07960.

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

      "Covenant Defeasance" has the meaning specified in Section 1303.

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

      "Defeasance" has the meaning specified in Section 1302.

      "Depositary"  means,  with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered  under the Exchange Act that is designated  to act as Depositary  for
such Securities as contemplated by Section 301.

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

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

      "Expiration Date" has the meaning specified in Section 104.

      "Foreign Government Obligation" has the meaning specified in Section 1304.

      "Global  Security"  means a  Security  that  evidences  all or part of the
Securities  of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

      "Indenture"  means this  instrument as  originally  executed and as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
including,  for all  purposes  of this  instrument  and  any  such  supplemental
indenture,  the  provisions  of the Trust  Indenture Act that are deemed to be a
part  of and  govern  this  instrument  and  any  such  supplemental  indenture,
respectively.  The term  "Indenture"  shall also include the terms of particular
series of Securities established as contemplated by Section 301.


                                       -3-


<PAGE>


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

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

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

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

      "Notice  of  Default"  means a  written  notice of the kind  specified  in
Section 501(4) or 501(5).

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

      "Opinion  of  Counsel"  means a written  opinion  of  counsel,  who may be
counsel for the Company.

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

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

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

         (2) Securities  for whose payment or redemption  money in the necessary
   amount has been  theretofore  deposited  with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by the
   Company (if the Company shall act as its own Paying Agent) for the Holders of
   such Securities; provided that, if such Securities are to be redeemed, notice
   of such  redemption  has  been  duly  given  pursuant  to this  Indenture  or
   provision therefor satisfactory to the Trustee has been made;

         (3)  Securities as to which  Defeasance  has been effected  pursuant to
   Section 1302; and


                                       -4-


<PAGE>



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

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of the Outstanding  Securities  have given,  made or taken any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  hereunder as of any date, (A) the principal  amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the  principal  thereof  which  would be due and  payable  as of such  date upon
acceleration  of the Maturity  thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal  amount  payable at the Stated  Maturity of a
Security is not determinable,  the principal amount of such Security which shall
be deemed to be  Outstanding  shall be the amount as specified or  determined as
contemplated by Section 301, (C) the principal amount of a Security  denominated
in one or more foreign  currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar  equivalent,  determined as of such date in
the manner provided as  contemplated by Section 301, of the principal  amount of
such  Security  (or,  in the case of a Security  described  in Clause (A) or (B)
above, of the amount determined as provided in such Clause),  and (D) Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that,  in  determining  whether the  Trustee  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned  shall be so  disregarded.  Securities  so owned  which have been
pledged in good faith may be regarded as Outstanding if the pledgee  establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such  Securities  and that the pledgee is not the  Company or any other  obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

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

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

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

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


                                       -5-


<PAGE>



      "Principal  Subsidiary  Bank" means any Subsidiary which is a Bank and has
total  assets  equal to 30  percent  or more of the  consolidated  assets of the
Company  determined  as of  the  date  of  the  most  recent  audited  financial
statements of such entities.

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

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

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

      "Responsible  Officer",  when used with respect to the Trustee,  means any
officer  in its  Corporate  Trust  Office  with  direct  responsibility  for the
administration  of this Indenture,  or any other officer or assistant officer of
the Trustee to whom any  corporate  trust matter  relating to this  Indenture is
referred  because  of his  knowledge  of and  familiarity  with  the  particular
subject.

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

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

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

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

      "Stated  Maturity",  when  used  with  respect  to  any  Security  or  any
instalment of principal thereof or interest thereon, means the date specified in
such  Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

      "Subsidiary"  means a corporation more than 50% of the outstanding  voting
stock of which is owned,  directly  or  indirectly,  by the Company or by one or
more other  Subsidiaries,  or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors,  whether at all times or only so
long as no  senior  class  of stock  has such  voting  power  by  reason  of any
contingency.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed;  provided,  however,  that in
the event the Trust


                                       -6-


<PAGE>


Indenture Act of 1939 is amended after such date,  "Trust  Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

      "Trustee"  means the Person named as the "Trustee" in the first  paragraph
of this instrument until a successor  Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person,  "Trustee" as used with respect to the  Securities
of any series shall mean the Trustee with respect to Securities of that series.

      "U.S. Government Obligation" has the meaning specified in Section 1304.

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

      "Voting  Stock" means stock 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 (irrespective of whether or
not at the time stock of any other class or classes shall have contingent voting
rights).

      "Wholly-Owned  Subsidiary"  means  a  corporation  all of the  outstanding
Voting Stock of which is owned directly by the Company.


SECTION 102.  Compliance Certificates and Opinions.

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

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

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

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


                                       -7-


<PAGE>


         (3) a statement  that, in the opinion of each such  individual,  he has
   made such  examination  or  investigation  as is  necessary  to enable him to
   express an informed  opinion as to whether or not such  covenant or condition
   has been complied with; and

         (4) a statement as to whether,  in the opinion of each such individual,
   such condition or covenant has been complied with.


SECTION 103.  Form of Documents Delivered to Trustee.

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

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

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


SECTION 104.  Acts of Holders; Record Dates.

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


                                       -8-


<PAGE>



      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the  affidavit  of a witness of such  execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which the Trustee deems sufficient.

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

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

      The  Company  may  set  any  day as a  record  date  for  the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Company  may not set a record date for,  and the  provisions  of this  paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or  direction  referred to in the next  paragraph.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  whether or not such  Holders
remain  Holders  after such record date;  provided  that no such action shall be
effective  hereunder unless taken on or prior to the applicable  Expiration Date
by Holders of the requisite  principal amount of Outstanding  Securities of such
series on such record  date.  Nothing in this  paragraph  shall be  construed to
prevent  the Company  from  setting a new record date for any action for which a
record date has previously  been set pursuant to this  paragraph  (whereupon the
record date previously set shall  automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render  ineffective  any action taken by Holders of the  requisite  principal
amount of Outstanding  Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph,  the
Company,  at its own  expense,  shall  cause  notice of such  record  date,  the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of  Securities  of the relevant  series in
the manner set forth in Section 106.

      The  Trustee  may  set  any  day as a  record  date  for  the  purpose  of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default,  (ii) any  declaration  of
acceleration  referred  to in  Section  502,  (iii)  any  request  to  institute
proceedings  referred to in Section 507(2) or (iv) any direction  referred to in
Section 512, in each case with respect to Securities of such series. If any


                                       -9-


<PAGE>


record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series on such record date,  and no other  Holders,  shall be
entitled to join in such notice, declaration,  request or direction,  whether or
not such Holders  remain  Holders after such record date;  provided that no such
action shall be effective  hereunder  unless taken on or prior to the applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Trustee  from  setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be  cancelled  and of no  effect),  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the Trustee, at the Company's expense,  shall cause
notice of such record date,  the proposed  action by Holders and the  applicable
Expiration  Date to be given to the  Company  in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 106.

      With  respect to any record date set pursuant to this  Section,  the party
hereto which sets such record  dates may  designate  any day as the  "Expiration
Date" and from time to time may change  the  Expiration  Date to any  earlier or
later day;  provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing,  and
to each Holder of Securities  of the relevant  series in the manner set forth in
Section 106, on or prior to the existing  Expiration Date. If an Expiration Date
is not designated  with respect to any record date set pursuant to this Section,
the party  hereto  which set such record date shall be deemed to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

      Without  limiting the foregoing,  a Holder entitled  hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.


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

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

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


                                      -10-


<PAGE>


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


SECTION 106.  Notice to Holders; Waiver.

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

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


SECTION 107.  Conflict with Trust Indenture Act.

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


SECTION 108.  Effect of Headings and Table of Contents.

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


                                      -11-


<PAGE>


SECTION 109.  Successors and Assigns.

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


SECTION 110.  Separability Clause.

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


SECTION 111.  Benefits of Indenture.

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


SECTION 112.  Governing Law.

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


SECTION 113.  Legal Holidays.

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


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one


                                      -12-


<PAGE>


or more  indentures  supplemental  hereto,  in each case  with such  appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture,  and may have such letters,  numbers or other marks
of  identification  and such legends or  endorsements  placed  thereon as may be
required  to comply  with the rules of any  securities  exchange  or  Depositary
therefor  or as  may,  consistently  herewith,  be  determined  by the  officers
executing such Securities,  as evidenced by their execution thereof. If the form
of Securities of any series is  established  by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the  Secretary  or an Assistant  Secretary  of the Company and  delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

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


SECTION 202.  Form of Face of Security.

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

      THIS  SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL  DEPOSIT
INSURANCE  CORPORATION,   THE  BANK  INSURANCE  FUND,  THE  SAVINGS  ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

                               DIME BANCORP, INC.

                    .........................................

No. .........                                                        $ ........

      Dime Bancorp,  Inc., a corporation  duly  organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received,  hereby
promises to pay to  .......................................................,  or
registered assigns, the principal sum of  ......................................
Dollars on ............................................................  [if the
Security is to bear interest prior to Maturity,  insert -- , and to pay interest
thereon  from  .............  or from the most recent  Interest  Payment Date to
which interest has been paid or duly provided for, semi-annually on ............
and ............  in each year, commencing  .........,  at the rate of ....% per
annum,  until the  principal  hereof is paid or made  available  for payment [if
applicable,  insert -- , provided that any  principal and premium,  and any such
instalment of interest, which is overdue shall bear interest at the rate of ...%
per annum (to the  extent  that the  payment of such  interest  shall be legally
enforceable),  from the dates such  amounts  are due until they are paid or made
available  for  payment,  and such  interest  shall be payable on  demand].  The
interest so payable, and punctually paid or duly provided for, on any Interest


                                      -13-


<PAGE>


Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular Record Date for such  interest,  which shall be
the ....... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest  Payment Date. Any such interest not so punctually  paid
or duly  provided for will  forthwith  cease to be payable to the Holder on such
Regular  Record  Date and may  either be paid to the  Person in whose  name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special  Record  Date,  or be
paid  at any  time  in  any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in said Indenture].

[If the  Security  is not to bear  interest  prior to  Maturity,  insert  -- The
principal  of this  Security  shall  not bear  interest  except in the case of a
default in payment of principal upon acceleration,  upon redemption or at Stated
Maturity and in such case the overdue  principal  and any overdue  premium shall
bear  interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made  available  for  payment.  Interest  on any  overdue
principal or premium  shall be payable on demand.  [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of  ......%  per annum (to the  extent  that the  payment  of such  interest  on
interest shall be legally  enforceable),  from the date of such demand until the
amount so  demanded  is paid or made  available  for  payment.  Interest  on any
overdue interest shall be payable on demand.]]

      Payment of, and  interest on, this  Security  will be made in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for payment of public and private  debts.  The Company  will at all times
appoint and maintain a trustee (the "Trustee")  authorized by the Company to pay
the  principal  of, and interest  on, this Note on behalf of the Company,  where
this Note may be presented or  surrendered  for payment (the "Place of Payment")
and where notices,  designations or requests in respect of payments with respect
to  this   Note  may  be   served.   The   Company   has   initially   appointed
 .......................  as such Trustee pursuant to the Indenture,  dated as of
 ............................   (the   "Indenture"),   between  the  Company  and
 .............................., the corporate trust office (the "Corporate Trust
Office") of which is currently located at ............................. .

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

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


                                      -14-


<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed under its corporate seal.

Dated:


                                        DIME BANCORP, INC.

                                        By.....................................

Attest:

 .....................................


SECTION 203.  Form of Reverse of Security.

      This  Security  is one of a duly  authorized  issue of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under an  Indenture,  dated as of  ...............  (herein  called  the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between the Company and  ...................,  as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the  Securities  are, and are to be,  authenticated  and  delivered.  This
Security  is one of the series  designated  on the face  hereof [if  applicable,
insert -- , limited in aggregate principal amount to $...........].

      [If  applicable,  insert -- The  Securities  of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ...........  in any year commencing with the year ......  and ending with
the year  ......  through  operation  of the  sinking  fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable,  insert -- on or after ..........,  ....], as a whole or in part, at
the election of the Company,  at the following  Redemption  Prices (expressed as
percentages of the principal amount):  If redeemed [if applicable,  insert -- on
or before  ...............,  ...%, and if redeemed]  during the 12-month  period
beginning ............. of the years indicated,


<TABLE>
<CAPTION>

                       Redemption                                            Redemption
Year                       Price                    Year                        Price
- ----                   ----------                   ----                     ----------
<S>                    <C>                          <C>                      <C>








</TABLE>


                                      -15-


<PAGE>


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

      [If  applicable,  insert -- The  Securities  of this series are subject to
redemption  upon not less than 30 days' notice by mail, (1) on  ............  in
any year  commencing  with the year ....  and ending with the year ....  through
operation  of the  sinking  fund for this  series at the  Redemption  Prices for
redemption  through  operation of the sinking fund  (expressed as percentages of
the  principal  amount)  set forth in the table  below,  and (2) at any time [if
applicable,  insert -- on or after ............],  as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption  otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:  If redeemed  during the  12-month  period
beginning ............ of the years indicated,

<TABLE>
<CAPTION>
                                Redemption Price
                                 For Redemption                       Redemption Price For
                                Through Operation                     Redemption Otherwise
                                     of the                          Than Through Operation
Year                              Sinking Fund                         of the Sinking Fund
- ----                            -----------------                    ----------------------
<S>                             <C>                                  <C>





</TABLE>

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

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


                                      -16-


<PAGE>


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

      [If the Security is subject to  redemption  of any kind,  insert -- In the
event of  redemption of this Security in part only, a new Security or Securities
of this  series  and of like tenor for the  unredeemed  portion  hereof  will be
issued in the name of the Holder hereof upon the cancellation hereof.]

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

      [If the Security is not an Original Issue Discount Security,  insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing,  the principal of the  Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount  Security,  insert -- If an
Event of Default  with respect to  Securities  of this series shall occur and be
continuing,  an amount of  principal  of the  Securities  of this  series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.  Such amount shall be equal to -- insert formula for  determining the
amount.  Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue  principal,  premium and  interest  (in each
case  to the  extent  that  the  payment  of  such  interest  shall  be  legally
enforceable),  all of the Company's obligations in respect of the payment of the
principal of and premium and interest,  if any, on the Securities of this series
shall terminate.]

      The Indenture permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal  amount of the  Securities  at
the time Outstanding of each series to be affected.  The Indenture also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the


                                      -17-


<PAGE>


registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Security.

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

      No reference  herein to the Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

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

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

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

      Prior to due  presentment of this Security for  registration  of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security


                                      -18-


<PAGE>


be overdue,  and neither  the  Company,  the Trustee nor any such agent shall be
affected by notice to the contrary.

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





SECTION 204.  Form of Legend for Global Securities.

      Unless  otherwise  specified  as  contemplated  by  Section  301  for  the
Securities evidenced thereby,  every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS  SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A
NOMINEE  THEREOF.  THIS  SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY PERSON OTHER THAN SUCH  DEPOSITARY  OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

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

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


                                    ..........................................,
                                                                     As Trustee


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


                                      -19-


<PAGE>


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.  Amount Unlimited; Issuable in Series.

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

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

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

       (2) any limit upon the aggregate  principal  amount of the  Securities of
   the series which may be  authenticated  and  delivered  under this  Indenture
   (except for  Securities  authenticated  and delivered  upon  registration  of
   transfer  of, or in exchange  for,  or in lieu of,  other  Securities  of the
   series  pursuant to Section  304,  305,  306,  906 or 1107 and except for any
   Securities  which,  pursuant to Section  303,  are deemed  never to have been
   authenticated and delivered hereunder);

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

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

       (5) the rate or rates at which any  Securities  of the series  shall bear
   interest,  if any,  the date or dates  from  which  any such  interest  shall
   accrue,  the  Interest  Payment  Dates on which  any such  interest  shall be
   payable and the  Regular  Record  Date for any such  interest  payable on any
   Interest Payment Date;

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

       (7) the period or periods within which,  the price or prices at which and
   the terms and  conditions  upon  which any  Securities  of the  series may be
   redeemed,  in whole or in part,  at the option of the  Company  and, if other
   than by a Board  Resolution,  the manner in which any election by the Company
   to redeem the Securities shall be evidenced;

       (8) the  obligation,  if any, of the  Company to redeem or  purchase  any
   Securities of the series pursuant to any sinking fund or analogous provisions
   or at the option of the  Holder  thereof  and the  period or  periods  within
   which,  the price or prices at which and 


                                      -20-


<PAGE>


   the terms and  conditions  upon which any  Securities  of the series shall be
   redeemed or purchased, in whole or in part, pursuant to such obligation;

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

      (10) if the  amount of  principal  of or any  premium or  interest  on any
   Securities  of the series may be  determined  with  reference  to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;

      (11) if other than the  currency  of the  United  States of  America,  the
   currency,  currencies  or  currency  units in which the  principal  of or any
   premium or interest on any  Securities of the series shall be payable and the
   manner of determining  the  equivalent  thereof in the currency of the United
   States of America for any purpose,  including for purposes of the  definition
   of "Outstanding" in Section 101;

      (12) if the  principal of or any premium or interest on any  Securities of
   the series is to be  payable,  at the  election  of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or those
   in which such Securities are stated to be payable,  the currency,  currencies
   or  currency  units in which the  principal  of or any premium or interest on
   such  Securities  as to which such  election  is made shall be  payable,  the
   periods within which and the terms and conditions upon which such election is
   to be made and the  amount so payable  (or the  manner in which  such  amount
   shall be determined);

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

      (14)  if the  principal  amount  payable  at the  Stated  Maturity  of any
   Securities of the series will not be determinable as of any one or more dates
   prior to the  Stated  Maturity,  the amount  which  shall be deemed to be the
   principal  amount  of such  Securities  as of any such  date for any  purpose
   thereunder or hereunder,  including the principal  amount thereof which shall
   be due and payable upon any Maturity other than the Stated  Maturity or which
   shall be deemed to be Outstanding as of any date prior to the Stated Maturity
   (or,  in any such  case,  the manner in which  such  amount  deemed to be the
   principal amount shall be determined);

      (15) if  applicable,  that the  Securities of the series,  in whole or any
   specified part, shall be defeasible  pursuant to Section 1302 or Section 1303
   or both such Sections and, if other than by a Board Resolution, the manner in
   which any  election  by the  Company  to  defease  such  Securities  shall be
   evidenced;

      (16) if applicable, that any Securities of the series shall be issuable in
   whole or in part in the form of one or more  Global  Securities  and, in such
   case, the respective Depositaries for such Global Securities, the form of any
   legend  or  legends  which  shall be borne by any  such  Global  Security  in
   addition to or in lieu of that set forth in Section


                                      -21-


<PAGE>


   204 and any  circumstances  in  addition  to or in lieu of those set forth in
   Clause  (2) of the last  paragraph  of Section  305 in which any such  Global
   Security may be exchanged in whole or in part for Securities registered,  and
   any transfer of such Global  Security in whole or in part may be  registered,
   in the name or names of Persons  other than the  Depositary  for such  Global
   Security or a nominee thereof;

      (17) any addition to or change in the Events of Default  which  applies to
   any  Securities  of the series and any change in the right of the  Trustee or
   the requisite  Holders of such  Securities  to declare the  principal  amount
   thereof due and payable pursuant to Section 502;

      (18) any addition to or change in the  covenants  set forth in Article Ten
   which applies to Securities of the series; and

      (19) any other terms of the series (which terms shall not be  inconsistent
   with the  provisions  of this  Indenture,  except  as  permitted  by  Section
   901(5)).

      All Securities of any one series shall be  substantially  identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board  Resolution  referred to above and (subject to Section 303) set forth,  or
determined  in the manner  provided,  in the Officers'  Certificate  referred to
above or in any such indenture supplemental hereto.

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


SECTION 302.  Denominations.

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


SECTION 303.  Execution, Authentication, Delivery and Dating.

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


                                      -22-


<PAGE>


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

      At any time and from time to time after the execution and delivery of this
Indenture,  the  Company may deliver  Securities  of any series  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall  authenticate and deliver such  Securities.  If the
form or terms of the  Securities  of the  series  have  been  established  by or
pursuant to one or more Board  Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be
entitled to receive,  and (subject to Section  601) shall be fully  protected in
relying upon, an Opinion of Counsel stating,

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

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

       (3) that such Securities, when authenticated and delivered by the Trustee
   and  issued by the  Company  in the  manner  and  subject  to any  conditions
   specified  in such  Opinion of  Counsel,  will  constitute  valid and legally
   binding  obligations  of the Company  enforceable  in  accordance  with their
   terms,    subject   to   bankruptcy,    insolvency,    fraudulent   transfer,
   reorganization, moratorium and similar laws of general applicability relating
   to or affecting creditors' rights and to general equity principles.

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

      Notwithstanding  the  provisions  of  Section  301  and of  the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise  required  pursuant  to such  preceding  paragraph  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

      Each Security shall be dated the date of its authentication.


                                      -23-


<PAGE>


      No Security  shall be entitled to any benefit  under this  Indenture or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Trustee by manual  signature,  and such  certificate  upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has  been  duly  authenticated  and  delivered  hereunder.  Notwithstanding  the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the  Company,  and the Company  shall  deliver such
Security to the Trustee for  cancellation  as provided in Section  309,  for all
purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated  and  delivered  hereunder  and  shall  never be  entitled  to the
benefits of this Indenture.


SECTION 304.  Temporary Securities.

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

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


SECTION 305.  Registration, Registration of Transfer and Exchange.

      The Company  shall cause to be kept at the  Corporate  Trust Office of the
Trustee a register  (the  register  maintained  in such  office and in any other
office or agency of the  Company in a Place of Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed  "Security  Registrar" for the purpose of  registering  Securities and
transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that  series,  the
Company shall execute,


                                      -24-


<PAGE>


and the Trustee shall  authenticate  and deliver,  in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

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

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

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

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

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

      The  provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

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

       (2)  Notwithstanding  any other  provision in this  Indenture,  no Global
   Security may be exchanged in whole or in part for Securities registered,  and
   no transfer of a Global  Security in whole or in part may be  registered,  in
   the name of any Person other than the


                                      -25-


<PAGE>


   Depositary  for such  Global  Security or a nominee  thereof  unless (A) such
   Depositary  (i) has  notified  the Company  that it is unwilling or unable to
   continue as  Depositary  for such Global  Security or (ii) has ceased to be a
   clearing  agency  registered  under the  Exchange  Act,  (B) there shall have
   occurred  and be  continuing  an Event of Default with respect to such Global
   Security or (C) there shall exist such circumstances,  if any, in addition to
   or in lieu of the  foregoing  as have  been  specified  for this  purpose  as
   contemplated by Section 301.

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

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


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

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
new  Security  of the same  series  and of like tenor and  principal  amount and
bearing a number not contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their  satisfaction of the  destruction,  loss or theft of any Security and (ii)
such  security or  indemnity as may be required by them to save each of them and
any agent of either of them harmless,  then, in the absence of written notice to
the Company or the Trustee that such  Security has been  acquired by a bona fide
purchaser,  the Company  shall execute and the Trustee  shall  authenticate  and
deliver, in lieu of any such destroyed,  lost or stolen Security, a new Security
of the same series and of like tenor and  principal  amount and bearing a number
not contemporaneously outstanding.

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

      Upon the issuance of any new Security under this Section,  the Company may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.


                                      -26-


<PAGE>


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

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


SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

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

         (1) The Company may elect to make payment of any Defaulted  Interest to
      the  Persons  in whose  names  the  Securities  of such  series  (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the  following  manner.  The  Company  shall  notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment,  and
      at the same time the Company  shall  deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements  satisfactory to the Trustee
      for such  deposit  prior to the date of the proposed  payment,  such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such  Defaulted  Interest as in this  Clause  provided.  Thereupon  the
      Trustee shall fix a Special  Record Date for the payment of such Defaulted
      Interest  which  shall be not more  than 15 days and not less than 10 days
      prior to the date of the proposed  payment and not less than 10 days after
      the  receipt by the  Trustee of the notice of the  proposed  payment.  The
      Trustee shall promptly notify the Company of such Special Record Date and,
      in the name and at the expense of the  Company,  shall cause notice of the
      proposed  payment of such  Defaulted  Interest and the Special Record Date
      therefor  to be given to each Holder of  Securities  of such series in the
      manner  set forth in  Section  106,  not less  than 10 days  prior to such
      Special  Record  Date.  Notice of the proposed  payment of such  Defaulted
      Interest and the Special Record Date therefor having been so mailed,  such
      Defaulted  Interest  shall  be paid to the  Persons  in  whose  names  the
      Securities of such series (or


                                      -27-


<PAGE>


      their  respective  Predecessor  Securities) are registered at the close of
      business  on such  Special  Record  Date and shall no  longer  be  payable
      pursuant to the following Clause (2).

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

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


SECTION 308.  Persons Deemed Owners.

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


SECTION 309.  Cancellation.

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


                                      -28-


<PAGE>


SECTION 310.  Computation of Interest.

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction and Discharge of Indenture.

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


      (1)   either

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

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

             (i)  have become due and payable, or

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

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

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


                                      -29-


<PAGE>


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

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

      Notwithstanding  the  satisfaction  and discharge of this  Indenture,  the
obligations  of the  Company to the Trustee  under  Sections  607 and 1305,  the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been  deposited  with the Trustee  pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.


SECTION 402.  Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited  with the  Trustee  pursuant to Section 401 shall be held in trust and
applied by it, in  accordance  with the  provisions of the  Securities  and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.  Events of Default.

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

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

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

      (3) default in the deposit of any sinking fund payment, when and as due by
   the terms of a Security of that series; or


                                      -30-


<PAGE>


      (4) default in the performance,  or breach, of any covenant or warranty of
   the Company in this Indenture (other than a covenant or warranty a default in
   whose  performance or whose breach is elsewhere in this Section  specifically
   dealt with or which has expressly been included in this Indenture  solely for
   the benefit of series of Securities other than that series),  and continuance
   of such default or breach for a period of 60 days after there has been given,
   by  registered  or  certified  mail,  to the Company by the Trustee or to the
   Company and the Trustee by the Holders of at least 25% in principal amount of
   the  Outstanding  Securities of that series a written notice  specifying such
   default or breach and  requiring  it to be  remedied  and  stating  that such
   notice is a "Notice of Default" hereunder provided, however, that, subject to
   the  provisions  of Sections 601 and 602, the Trustee  shall not be deemed to
   have knowledge of such default unless either (A) a Responsible Officer of the
   Trustee shall have actual  knowledge of such default or (B) the Trustee shall
   have received written notice thereof from the Company or from any Holder; or

      (5) a  default  under  any  bond,  debenture,  note or other  evidence  of
   indebtedness  for money  borrowed by the Company or any Principal  Subsidiary
   Bank (including a default with respect to Securities of any series other than
   that series) having an aggregate principal amount outstanding of in excess of
   $5,000,000,  or under any mortgage,  indenture or instrument  (including this
   Indenture)  under  which there may be issued or by which there may be secured
   or evidenced any  indebtedness  for money  borrowed by the Company  having an
   aggregate  principal amount  outstanding of in excess of $5,000,000,  whether
   such indebtedness now exists or shall hereafter be created, which default (A)
   shall  constitute  a failure  to pay any  portion  of the  principal  of such
   indebtedness  when due and payable  after the  expiration  of any  applicable
   grace  period  with  respect  thereto  or (B)  shall  have  resulted  in such
   indebtedness  becoming or being declared due and payable prior to the date on
   which it would otherwise have become due and payable, without, in the case of
   Clause (A), such indebtedness  having been discharged or without, in the case
   of Clause (B), such indebtedness  having been discharged or such acceleration
   having been  rescinded or  annulled,  in each such case within a period of 60
   days after there shall have been given,  by registered or certified  mail, to
   the  Company by the  Trustee or to the Company and the Trustee by the Holders
   of at least 25% in principal  amount of the  Outstanding  Securities  of that
   series a written notice  specifying such default and requiring the Company to
   cause such  indebtedness  to be discharged or cause such  acceleration  to be
   rescinded or annulled,  as the case may be, and stating that such notice is a
   "Notice of Default" hereunder,  unless in either case (A) or (B) such default
   is contested in good faith by  appropriate  proceedings;  provided,  however,
   that,  subject to the  provisions  of Sections 601 and 602, the Trustee shall
   not be  deemed  to  have  knowledge  of  such  default  unless  either  (A) a
   Responsible  Officer of the  Trustee  shall  have  actual  knowledge  of such
   default or (B) the Trustee shall have received  written  notice  thereof from
   the Company,  from any Holder,  from the holder of any such  indebtedness  or
   from the trustee under any such mortgage, indenture or other instrument; or

      (6) the entry by a court  having  jurisdiction  in the  premises  of (A) a
   decree or order  for  relief  in  respect  of the  Company  or any  Principal
   Subsidiary  Bank in an  involuntary  case or proceeding  under any applicable
   Federal or State bankruptcy, insolvency,


                                      -31-


<PAGE>


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

      (7) the commencement by the Company or any Principal  Subsidiary Bank of a
   voluntary  case  or  proceeding   under  any  applicable   Federal  or  State
   bankruptcy,  insolvency,  reorganization or other similar law or of any other
   case or proceeding to be adjudicated a bankrupt or insolvent,  or the consent
   by it to the entry of a decree or order for relief in respect of the  Company
   or any Principal  Subsidiary Bank in an involuntary  case or proceeding under
   any applicable  Federal or State  bankruptcy,  insolvency,  reorganization or
   other similar law or to the commencement of any bankruptcy or insolvency case
   or  proceeding  against  it, or the filing by it of a  petition  or answer or
   consent  seeking  reorganization  or relief under any  applicable  Federal or
   State law,  or the  consent by it to the  filing of such  petition  or to the
   appointment  of or taking  possession by a custodian,  receiver,  liquidator,
   assignee,  trustee,  sequestrator or other similar official of the Company or
   any Principal Subsidiary Bank or of any substantial part of its property,  or
   the  making by it of an  assignment  for the  benefit  of  creditors,  or the
   admission  by it in writing of its  inability  to pay its debts  generally as
   they  become  due,  or the taking of  corporate  action by the Company or any
   Principal Subsidiary Bank in furtherance of any such action; or

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


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of  Default  (other  than an Event  of  Default  specified  in
Section  501(6) or 501(7)) with respect to  Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal  amount of the Outstanding  Securities
of that series may declare the  principal  amount of all the  Securities of that
series  (or,  if any  Securities  of that  series are  Original  Issue  Discount
Securities,  such portion of the principal  amount of such  Securities as may be
specified by the terms thereof) to be due and payable  immediately,  by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such  declaration  such  principal  amount (or  specified  amount)  shall become
immediately due and payable.  If an Event of Default specified in Section 501(6)
or 501 (7) with  respect to  Securities  of any  series at the time  Outstanding
occurs,  the principal  amount of all the  Securities of that series (or, if any
Securities of that series are Original Issue Discount  Securities,  such portion
of the  principal  amount of such  Securities  as may be  specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.


                                      -32-


<PAGE>


      At any time after  such a  declaration  of  acceleration  with  respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article  provided,  the  Holders  of a  majority  in  principal  amount  of  the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

         (A)   all overdue interest on all Securities of that series,

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

         (C) to the extent that  payment of such  interest  is lawful,  interest
      upon  overdue  interest at the rate or rates  prescribed  therefor in such
      Securities, and

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

   and

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

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


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

      The Company covenants that if

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

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

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders  of such  Securities,  the whole  amount  then due and  payable  on such
Securities  for  principal  and any premium and interest and, to the extent that
payment of such  interest shall be legally enforceable,  interest on any overdue
principal  and  premium  and on any  overdue  interest,  at the  rate  or  rates
prescribed therefor in such Securities,  and, in addition thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including the


                                      -33-


<PAGE>



reasonable compensation,  expenses,  disbursements and advances  of the Trustee,
its agents and counsel.

      If an Event of Default with respect to Securities of any series occurs and
is continuing,  the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the  Holders of  Securities  of such series by such
appropriate  judicial  proceedings  as the Trustee  shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement  in this  Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


SECTION 504.  Trustee May File Proofs of Claim.

      In case of any judicial  proceeding  relative to the Company (or any other
obligor upon the Securities),  its property or its creditors,  the Trustee shall
be entitled and empowered,  by intervention in such proceeding or otherwise,  to
take any and all actions  authorized  under the Trust  Indenture Act in order to
have claims of the Holders and the Trustee  allowed in any such  proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other  property  payable or deliverable on any such claims and to distribute the
same; and any custodian,  receiver, assignee, trustee, liquidator,  sequestrator
or other similar official in any such judicial  proceeding is hereby  authorized
by each Holder to make such  payments to the Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the  rights of any  Holder  thereof or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such  proceeding;  provided,  however,
that the  Trustee  may,  on behalf of the  Holders,  vote for the  election of a
trustee in  bankruptcy  or similar  official and be a member of a creditors'  or
other similar committee.


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

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


                                      -34-


<PAGE>


SECTION 506.  Application of Money Collected.

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

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

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


SECTION 507.  Limitation on Suits.

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

      (1) such Holder has  previously  given written  notice to the Trustee of a
   continuing Event of Default with respect to the Securities of that series;

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

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

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

      (5) no direction  inconsistent with such written request has been given to
   the  Trustee  during  such  60-day  period by the  Holders of a  majority  in
   principal amount of the Outstanding Securities of that series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever  by virtue of, or by  availing  itself of, any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other of such Holders,  or to obtain or to seek to obtain priority or preference
over any other of such  Holders or to enforce  any right  under this  Indenture,
except in the manner  herein  provided and for the equal and ratable  benefit of
all of such Holders.


                                      -35-


<PAGE>


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

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


SECTION 509.  Restoration of Rights and Remedies.

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


SECTION 510.  Rights and Remedies Cumulative.

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


SECTION 511.  Delay or Omission Not Waiver.

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


                                      -36-


<PAGE>


SECTION 512.  Control by Holders.

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

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

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


SECTION 513.  Waiver of Past Defaults.

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

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

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

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


SECTION 514.  Undertaking for Costs.

      In any  suit  for the  enforcement  of any  right  or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section  nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


                                      -37-


<PAGE>


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

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


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by the
Trust  Indenture  Act.  Notwithstanding  the  foregoing,  no  provision  of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.


SECTION 602.  Notice of Defaults.

      If a default  occurs  hereunder  with respect to Securities of any series,
the Trustee  shall give the Holders of  Securities of such series notice of such
default as and to the extent  provided  by the Trust  Indenture  Act;  provided,
however,  that in the case of any default of the character  specified in Section
501(4) with  respect to  Securities  of such  series,  no such notice to Holders
shall be given  until at least 30 days  after the  occurrence  thereof.  For the
purpose of this Section,  the term "default"  means any event which is, or after
notice or lapse of time or both would  become,  an Event of Default with respect
to Securities of such series.


SECTION 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

      (1) the Trustee may rely and shall be  protected  in acting or  refraining
   from acting upon any resolution, certificate, statement, instrument, opinion,
   report, notice, request,


                                      -38-


<PAGE>


   direction,   consent,  order,  bond,  debenture,   note,  other  evidence  of
   indebtedness  or other paper or document  believed by it to be genuine and to
   have been signed or presented by the proper party or parties;

      (2) any request or  direction  of the Company  mentioned  herein  shall be
   sufficiently  evidenced  by a  Company  Request  or  Company  Order,  and any
   resolution  of the Board of Directors  shall be  sufficiently  evidenced by a
   Board Resolution;

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

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

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

      (6) the  Trustee  shall  not be bound to make any  investigation  into the
   facts  or  matters  stated  in  any   resolution,   certificate,   statement,
   instrument,  opinion,  report, notice,  request,  direction,  consent, order,
   bond,  debenture,  note,  other  evidence of  indebtedness  or other paper or
   document,  but the Trustee, in its discretion,  may make such further inquiry
   or  investigation  into such facts or matters as it may see fit,  and, if the
   Trustee shall  determine to make such further  inquiry or  investigation,  it
   shall be entitled to examine the books,  records and premises of the Company,
   personally or by agent or attorney; and

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


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

      The recitals contained herein and in the Securities,  except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating  Agent assumes any responsibility
for their  correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the  Securities.  Neither the Trustee nor
any Authenticating  Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


                                      -39-


<PAGE>


SECTION 605.  May Hold Securities.

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


SECTION 606.  Money Held in Trust.

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


SECTION 607.  Compensation and Reimbursement.

      The Company agrees

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

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

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

      (4) the  obligations  of the Company under this Section to compensate  and
   indemnify the Trustee shall constitute additional  indebtedness hereunder and
   shall survive the resignation or removal of the Trustee and 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,  and the  Securities  are hereby
   subordinated to such senior claim.


                                      -40-


<PAGE>


SECTION 608.  Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions  of, the Trust  Indenture Act and this  Indenture.  To the extent
permitted  by such Act,  the Trustee  shall not be deemed to have a  conflicting
interest  by virtue of being a trustee  under  this  Indenture  with  respect to
Securities of more than one series.


SECTION 609.  Corporate Trustee Required; Eligibility.

      There  shall at all  times be one (and only one)  Trustee  hereunder  with
respect to the  Securities  of each series,  which may be Trustee  hereunder for
Securities of one or more other  series.  Each Trustee shall be a Person that is
eligible  pursuant to the Trust  Indenture Act to act as such and has a combined
capital  and  surplus  of at least  $50,000,000.  If any such  Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the  Trustee  with  respect to the  Securities  of any series  shall cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.


SECTION 610.  Resignation and Removal; Appointment of Successor.

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

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

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


                                      -41-


<PAGE>


      If at any time:

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

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

      (3) the Trustee  shall  become  incapable of acting or shall be adjudged a
   bankrupt or insolvent  or a receiver of the Trustee or of its property  shall
   be  appointed  or any  public  officer  shall  take  charge or control of the
   Trustee or of its  property  or affairs  for the  purpose of  rehabilitation,
   conservation or liquidation,

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

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

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


                                      -42-


<PAGE>


SECTION 611.  Acceptance of Appointment by Successor.

      In case of the appointment  hereunder of a successor  Trustee with respect
to all  Securities,  every such  successor  Trustee so appointed  shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting  such  appointment,  and thereupon the  resignation  or removal of the
retiring Trustee shall become effective and such successor Trustee,  without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  trusts and duties of the retiring  Trustee;  but, on the request of the
Company or the successor  Trustee,  such retiring Trustee shall, upon payment of
its charges,  execute and deliver an instrument  transferring  to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee  hereunder,  subject to the Trustee's senior claim
pursuant to Section 607(4).

      In case of the appointment  hereunder of a successor  Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture  supplemental  hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the  appointment  of such  successor  Trustee  relates,  (2) shall  contain such
provisions  as shall be deemed  necessary  or  desirable to confirm that all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities  of that or those  series as to which  the  retiring  Trustee  is not
retiring shall continue to be vested in the retiring Trustee,  and (3) shall add
to or change any of the  provisions  of this  Indenture as shall be necessary to
provide for or facilitate  the  administration  of the trusts  hereunder by more
than  one  Trustee,   it  being  understood  that  nothing  herein  or  in  such
supplemental  indenture shall  constitute such Trustees  co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder  administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent  provided  therein and each such successor  Trustee,  without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring  Trustee with  respect to the  Securities  of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor  Trustee,  such  retiring  Trustee shall
duly  assign,  transfer and deliver to such  successor  Trustee all property and
money held by such retiring Trustee  hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

      Upon request of any such successor Trustee,  the Company shall execute any
and all  instruments  for more fully and certainly  vesting in and confirming to
such  successor  Trustee all such rights,  powers and trusts  referred to in the
first or second preceding paragraph, as the case may be.

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


                                      -43-


<PAGE>


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

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


SECTION 613.  Preferential Collection of Claims Against Company.

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


SECTION 614.  Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating  Agent or Agents with respect to
one or more series of  Securities  which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange,  registration of  transfer or partial  redemption  thereof or
pursuant to Section 306, and  Securities so  authenticated  shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a corporation  organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent,  having a combined  capital and surplus of not less than  $50,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance


                                      -44-


<PAGE>


with the  provisions of this  Section,  such  Authenticating  Agent shall resign
immediately in the manner and with the effect specified in this Section.

      Any  corporation  into  which an  Authenticating  Agent  may be  merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this Section,  without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An  Authenticating  Agent may resign at any time by giving  written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent  which  shall be  acceptable  to the Company and shall give notice of such
appointment  in the manner  provided in Section 106 to all Holders of Securities
of the series with respect to which such  Authenticating  Agent will serve.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become  vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an  Authenticating Agent.
No successor  Authenticating  Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

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


                                      ........................................,
                                                                     As Trustee



                                      By......................................,
                                                        As Authenticating Agent



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


                                      -45-


<PAGE>


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


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

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

      (1) semi-annually,  not later than June 15 and December 15 in each year, a
   list, in such form as the Trustee may  reasonably  require,  of the names and
   addresses  of the Holders of  Securities  of each series as of the  preceding
   June 1 or December 1, as the case may be, and

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

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar.


SECTION 702.  Preservation of Information; Communications to Holders.

      The  Trustee  shall  preserve,  in as  current  a  form  as is  reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  701 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 701 upon receipt of a new list so furnished.

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

      Every Holder of Securities, by receiving and holding the same, agrees with
the  Company and the  Trustee  that  neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information  as to names and  addresses  of Holders  made  pursuant to the Trust
Indenture Act.


SECTION 703.  Reports by Trustee.

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



                                      -46-


<PAGE>


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


SECTION 704.  Reports by Company.

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


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


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

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

      (1) in case the  Company  shall  consolidate  with or merge  into  another
   Person or convey,  transfer or lease its properties and assets  substantially
   as an entirety to any Person, the Person formed by such consolidation or into
   which the Company is merged or the Person  which  acquires by  conveyance  or
   transfer,  or  which  leases,  the  properties  and  assets  of  the  Company
   substantially  as an entirety shall be a  corporation,  partnership or trust,
   shall be organized and validly  existing  under the laws of the United States
   of America, any State thereof or the District of Columbia and shall expressly
   assume, by an indenture  supplemental  hereto,  executed and delivered to the
   Trustee,  in accordance with Section 901, the due and punctual payment of the
   principal  of and any  premium  and interest  on all the  Securities  and the
   performance  or observance of every covenant of this Indenture on the part of
   the Company to be performed or observed;

      (2) immediately  after giving effect to such  transaction and treating any
   indebtedness  which becomes an obligation of the Company or any Subsidiary as
   a result of such  transaction  as having been incurred by the Company or such
   Subsidiary at the time of such transaction, no Event of Default, and no event
   which,  after  notice  or  lapse of time or both,  would  become  an Event of
   Default, shall have happened and be continuing;


                                      -47-


<PAGE>


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

      (4) the Company has delivered to the Trustee an Officers'  Certificate and
   an  Opinion  of  Counsel,  each  stating  that  such  consolidation,  merger,
   conveyance, transfer or lease and, if a supplemental indenture is required in
   connection with such  transaction,  such  supplemental  indenture comply with
   this Article and that all conditions  precedent  herein provided for relating
   to such transaction have been complied with.


SECTION 802.  Successor Substituted.

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


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

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


                                      -48-


<PAGE>


      (3) to add any additional Events of Default for the benefit of the Holders
   of all or any series of Securities (and if such additional  Events of Default
   are to be for the benefit of less than all series of Securities, stating that
   such additional Events of Default are expressly being included solely for the
   benefit of such series); or

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

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

      (6)   to secure the Securities; or

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

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

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


SECTION 902.  Supplemental Indentures With Consent of Holders.

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


                                      -49-


<PAGE>


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

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

      (3) modify any of the  provisions of this Section,  Section 513 or Section
   1009, except to increase any such percentage or to provide that certain other
   provisions of this Indenture cannot be modified or waived without the consent
   of the  Holder  of each  Outstanding  Security  affected  thereby;  provided,
   however,  that this clause  shall not be deemed to require the consent of any
   Holder  with  respect to  changes  in the  references  to "the  Trustee"  and
   concomitant changes in this Section and Section 1009, or the deletion of this
   proviso, in accordance with the requirements of Sections 611 and 901(8).

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  series of Securities,  or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other  provision,  shall be  deemed  not to  affect  the  rights  under  this
Indenture of the Holders of Securities of any other series.

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


SECTION 903.  Execution of Supplemental Indentures.

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


                                      -50-


<PAGE>


SECTION 904.  Effect of Supplemental Indentures.

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


SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities to Supplemental Indentures.

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


                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001.  Payment of Principal, Premium and Interest.

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


SECTION 1002.  Maintenance of Office or Agency.

      The  Company  will  maintain  in each Place of  Payment  for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where Securities of that series may be  surrendered
for  registration  of transfer or exchange  and where  notices and demands to or
upon the Company in respect of the Securities of that series and this  Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of such office or agency.  If at any
time the Company  shall fail to maintain any such  required  office or agency or
shall fail to furnish the Trustee with the address thereof,  such presentations,
surrenders,


                                      -51-


<PAGE>


notices and demands may be made or served at the  corporate  trust office of the
Trustee in  Charlotte  in the State of North  Carolina,  and the Company  hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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


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

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

      Whenever the Company  shall have one or more Paying  Agents for any series
of  Securities,  it will,  prior to each  due  date of the  principal  of or any
premium or interest on any  Securities  of that  series,  deposit  with a Paying
Agent a sum  sufficient  to pay such amount,  such sum to be held as provided by
the Trust  Indenture  Act,  and (unless  such Paying  Agent is the  Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The  Company  will cause each  Paying  Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section,  that such Paying Agent will (1) comply with the  provisions of
the Trust  Indenture  Act  applicable to it as a Paying Agent and (2) during the
continuance  of any  default  by the  Company  (or any  other  obligor  upon the
Securities  of that  series)  in the  making of any  payment  in  respect of the
Securities of that series,  upon the written  request of the Trustee,  forthwith
pay to the Trustee  all sums held in trust by such  Paying  Agent for payment in
respect of the Securities of that series.

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


                                      -52-


<PAGE>


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


SECTION 1004.  Statement by Officers as to Default.

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


SECTION 1005.  Existence.

      Subject  to Article  Eight,  the  Company  will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence and
that of each  Principal  Subsidiary  and the rights  (charter and statutory) and
franchises of the Company and each Principal Subsidiary; provided, however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors  shall determine that the  preservation  thereof is no longer
desirable  in the  conduct of the  business  of the  Company  and its  Principal
Subsidiaries  and that the loss thereof is not  disadvantageous  in any material
respect to the Holders.


SECTION 1006.  Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of its
business or the business of any  Subsidiary  to be  maintained  and kept in good
condition,  repair and working order and supplied  with all necessary  equipment
and  will  cause  to be made  all  necessary  repairs,  renewals,  replacements,
betterments and improvements  thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection


                                      -53-


<PAGE>


therewith may be properly and advantageously  conducted at all times;  provided,
however,   that  nothing  in  this  Section   shall  prevent  the  Company  from
discontinuing  the operation or  maintenance  of any of such  properties if such
discontinuance  is, in the judgment of the Company,  desirable in the conduct of
its business or the business of any  Subsidiary and not  disadvantageous  in any
material respect to the Holders.


SECTION 1007.  Payment of Taxes and Other Claims.

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


SECTION 1008.  Limitation Upon Disposition of Stock or Assets of the Bank.

      So long as any of the Securities shall be outstanding,  but subject to the
provisions of Article Eight, the Company will not sell, assign,  transfer, grant
a security  interest  in or  otherwise  dispose  of any  shares  of,  securities
convertible  into or options,  warrants or rights to  subscribe  for or purchase
shares  of,  Voting  Stock  (other  than  directors'  qualifying  shares) of any
Principal  Subsidiary Bank, nor will it permit any Principal  Subsidiary Bank to
issue  (except to the Company) any shares of,  securities  convertible  into, or
options,  warrants or rights to  subscribe  for or purchase,  shares of,  Voting
Stock of any Principal Subsidiary Bank except for sales, assignments, transfers,
grants of  security  interests  or other  dispositions  which:  (i) are for fair
market value on the date thereof, as determined by the Board of Directors of the
Company  (which  determination  shall be  conclusive)  and  evidenced  by a duly
adopted  resolution  thereof  (provided,  that  if such  consideration  includes
securities  of any Person,  such Person would not be an Affiliate of the Company
immediately after the consummation of such transaction), and after giving effect
to such disposition and to any possible dilution (and assuming,  for purposes of
this clause (i), that all such convertible  securities have been fully converted
and all such options, warrants or rights have been fully exercised), the Company
will own at least 80% of the Voting Stock of such Principal Subsidiary Bank then
issued and outstanding free and clear of any security interest; (ii) are made in
compliance  with an  order  of a court  or  regulatory  authority  of  competent
jurisdiction,  a condition imposed by any such court or authority permitting the
acquisition by the Company,  directly or indirectly, of any other bank or entity
the activities of which are legally  permissible for a bank holding company or a
subsidiary  thereof to engage in, or an  undertaking  made to such  authority in
connection  with  such an  acquisition;  (iii)  are made  where  such  Principal
Subsidiary   Bank,   having   obtained  any  necessary   regulatory   approvals,
unconditionally  guarantees payment when due of the principal of and interest on
the Securities;  or (iv) are made to the Company or any Wholly-Owned  Subsidiary
if such Wholly-Owned  Subsidiary by supplemental indenture agrees to be bound by
this covenant


                                      -54-


<PAGE>


as if it were the Company and the Company by  supplemental  indenture  agrees to
maintain   such   Wholly-Owned   Subsidiary   as  a   Wholly-Owned   Subsidiary.
Notwithstanding the foregoing,  any Principal Subsidiary Bank may be merged into
or consolidated with another banking institution organized under the laws of the
United  States,  any State thereof or the District of Columbia,  if after giving
effect  to  such  merger  or  consolidation  the  Company  or  any  Wholly-Owned
Subsidiary  owns  at  least  80% of the  Voting  Stock  of  such  other  banking
institution then issued and outstanding free and clear of any security  interest
and if,  immediately after giving effect thereto and treating any such resulting
banking  institution  thereafter  as such  Principal  Subsidiary  Bank  and as a
Subsidiary  for purposes of this  Indenture,  no Event of Default,  and no event
which,  after notice or lapse of time or both,  would become an Event of Default
with respect to Securities of any series, shall have happened and be continuing.


SECTION 1009.  Waiver of Certain Covenants.

      Except  as  otherwise   specified  as  contemplated  by  Section  301  for
Securities of such series,  the Company may,  with respect to the  Securities of
any series, omit in any particular  instance to comply with any term,  provision
or condition  set forth in any covenant  provided  pursuant to Section  301(18),
901(2) or 901(7)  for the  benefit of the  Holders of such  series or in Section
1008 if  before  the time for such  compliance  the  Holders  of not less than a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such  Holders,  either  waive  such  compliance  in such  instance  or
generally waive compliance with such term,  provision or condition,  but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived,  and, until such waiver shall become effective,  the
obligations  of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.  Applicability of Article.

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


SECTION 1102.  Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less  than all the  Securities  of any  series  (including  any such  redemption
affecting only a single Security), the


                                      -55-


<PAGE>


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


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

      If less than all the  Securities of any series are to be redeemed  (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless  such  redemption  affects  only  a  single  Security),   the  particular
Securities  to be redeemed  shall be selected not more than 60 days prior to the
Redemption Date by the Trustee,  from the Outstanding  Securities of such series
not previously  called for redemption,  by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion  of the  principal amount of any Security of such series,  provided that
the  unredeemed  portion of the principal  amount of any Security shall be in an
authorized  denomination  (which  shall not be less than the minimum  authorized
denomination) for such Security.  If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security),  the particular  Securities to be redeemed shall be selected
not more than 60 days  prior to the  Redemption  Date by the  Trustee,  from the
Outstanding  Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

      The  provisions  of the two  preceding  paragraphs  shall not  apply  with
respect  to any  redemption  affecting  only a  single  Security,  whether  such
Security  is to be  redeemed  in  whole  or in  part.  In the  case of any  such
redemption  in part,  the  unredeemed  portion  of the  principal  amount of the
Security  shall be in an authorized  denomination  (which shall not be less than
the minimum authorized denomination) for such Security.

      For all purposes of this Indenture, unless the context otherwise requires,
all  provisions  relating to the redemption of Securities  shall relate,  in the
case of any  Securities  redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.


SECTION 1104.  Notice of Redemption.

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


                                      -56-


<PAGE>


      All notices of redemption shall state:

      (1)   the Redemption Date,

      (2)   the Redemption Price,

      (3) if less than all the Outstanding  Securities of any series  consisting
   of more than a single Security are to be redeemed,  the identification  (and,
   in the case of  partial  redemption  of any such  Securities,  the  principal
   amounts) of the  particular  Securities  to be redeemed and, if less than all
   the Outstanding  Securities of any series consisting of a single Security are
   to be  redeemed,  the  principal  amount  of the  particular  Security  to be
   redeemed,

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

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

      (6) that the redemption is for a sinking fund, if such is the case.

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


SECTION 1105.  Deposit of Redemption Price.

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


SECTION 1106.  Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid,  the Securities so to
be  redeemed  shall,  on the  Redemption  Date,  become  due and  payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption  Price,  together with accrued interest
to the Redemption Date; provided,  however,  that, unless otherwise specified as
contemplated by Section 301, instalments of interest whose Stated Maturity is on
or  prior  to the  Redemption  Date  will  be  payable  to the  Holders  of such
Securities, or one or more


                                      -57-


<PAGE>



Predecessor  Securities,  registered  as such at the  close of  business  on the
relevant  Record Dates  according to their terms and the  provisions  of Section
307.

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


SECTION 1107.  Securities Redeemed in Part.

      Any Security  which is to be redeemed only in part shall be surrendered at
a Place of Payment  therefor  (with,  if the Company or the Trustee so requires,
due endorsement by, or a written  instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly  authorized  in writing),  and the Company shall  execute,  and the Trustee
shall  authenticate  and deliver to the Holder of such Security  without service
charge,  a new Security or Securities  of the same series and of like tenor,  of
any authorized  denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the  unredeemed  portion of the principal of
the Security so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201.  Applicability of Article.

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

      The minimum  amount of any sinking fund payment  provided for by the terms
of any Securities 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
such Securities is herein referred to as an "optional sinking fund payment".  If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to  reduction as provided in Section  1202.  Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.


SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver Outstanding Securities of a series (other than
any previously  called for redemption) and (2) may apply as a credit  Securities
of a series  which have been  redeemed  either at the  election  of the  Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant


                                      -58-


<PAGE>


to the terms of such Securities, in each case in satisfaction of all or any part
of any  sinking  fund  payment  with  respect to any  Securities  of such series
required  to be made  pursuant  to the  terms of such  Securities  as and to the
extent  provided  for by  the  terms  of  such  Securities;  provided  that  the
Securities  to  be so  credited  have  not  been  previously  so  credited.  The
Securities to be so credited  shall be received and credited for such purpose by
the Trustee at the  Redemption  Price,  as specified in the  Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.


SECTION 1203.  Redemption of Securities for Sinking Fund.

      Not less than 60 days  prior to each  sinking  fund  payment  date for any
Securities,  the Company will  deliver to the Trustee an  Officers'  Certificate
specifying  the  amount  of the  next  ensuing  sinking  fund  payment  for such
Securities  pursuant to the terms of such Securities,  the portion  thereof,  if
any,  which is to be  satisfied by payment of cash and the portion  thereof,  if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section  1202 and will also  deliver  to the  Trustee  any  Securities  to be so
delivered.  Not less than 45 days prior to each such sinking fund payment  date,
the Trustee  shall select the  Securities  to be redeemed upon such sinking fund
payment  date in the manner  specified  in Section  1103 and cause notice of the
redemption  thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given,  the
redemption  of such  Securities  shall be made upon the terms and in the  manner
stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.

      The Company may elect,  at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities,  as the case
may be, designated  pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance  with any applicable  requirements  provided
pursuant to Section 301 and upon  compliance with the conditions set forth below
in this Article.  Any such election shall be evidenced by a Board  Resolution or
in another manner specified as contemplated by Section 301 for such Securities.


SECTION 1302.  Defeasance and Discharge.

      Upon the  Company's  exercise of its option (if any) to have this  Section
applied to any Securities or any series of  Securities,  as the case may be, the
Company  shall be deemed  to have  been  discharged  from its  obligations  with
respect to such Securities as provided in this


                                      -59-


<PAGE>


Section  on and after the date the  conditions  set  forth in  Section  1304 are
satisfied  (hereinafter called "Defeasance").  For this purpose, such Defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
indebtedness  represented by such Securities and to have satisfied all its other
obligations  under such Securities and this Indenture insofar as such Securities
are  concerned  (and the Trustee,  at the expense of the Company,  shall execute
proper instruments acknowledging the same), subject to the following which shall
survive until otherwise  terminated or discharged  hereunder:  (1) the rights of
Holders of such  Securities to receive,  solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such  Securities  when payments
are due, (2) the Company's  obligations  with respect to such  Securities  under
Sections  304,  305,  306, 607,  1002,  1003 and 1305,  (3) the rights,  powers,
trusts,  duties and  immunities  of the Trustee  hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section  applied to any Securities  notwithstanding  the prior
exercise of its option (if any) to have Section 1303 applied to such Securities.


SECTION 1303.  Covenant Defeasance.

      Upon the  Company's  exercise of its option (if any) to have this  Section
applied to any Securities or any series of  Securities,  as the case may be, (1)
the  Company  shall be  released  from its  obligations  under  Section  801(3),
Sections 1006 through 1009,  inclusive,  and any covenants  provided pursuant to
Section  301(18),  901(2) or  901(7)  for the  benefit  of the  Holders  of such
Securities  and (2) the  occurrence  of any event  specified in Sections  501(4)
(with respect to any of Section 801(3),  Sections 1006 through 1009,  inclusive,
and any such covenants provided pursuant to Section 301(18),  901(2) or 901(7)),
501(5) and 501(8) shall be deemed not to be or result in an Event of Default, in
each case with  respect to such  Securities  as provided in this  Section on and
after  the  date  the  conditions  set  forth  in  Section  1304  are  satisfied
(hereinafter  called  "Covenant  Defeasance").  For this purpose,  such Covenant
Defeasance means that, with respect to such Securities,  the Company may omit to
comply with and shall have no  liability  in respect of any term,  condition  or
limitation set forth in any such  specified  Section (to the extent so specified
in the case of Section 501(4)),  whether directly or indirectly by reason of any
reference  elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.

      The following  shall be the conditions to the  application of Section 1302
or Section 1303 to any Securities or any series of  Securities,  as the case may
be:

      (1) The Company shall irrevocably have deposited or caused to be deposited
   with the  Trustee  (or  another  trustee  which  satisfies  the  requirements
   contemplated  by Section 609 and agrees to comply with the provisions of this
   Article  applicable  to it) as trust funds in trust for the purpose of making
   the following payments, specifically


                                      -60-


<PAGE>


   pledged as security for, and dedicated solely to, the benefits of the Holders
   of such  Securities,  (A) in the case of Securities  denominated in a foreign
   currency, money in such foreign currency or Foreign Government Obligations of
   the foreign  government or  governments  issuing such foreign  currency which
   through the scheduled payment of principal and interest in respect thereof in
   accordance  with their terms will provide,  not later than one day before the
   due date of any payment,  such foreign  currency in an amount,  or (B) in the
   case  of  Securities  denominated  in  U.S.  dollars,  U.S.  dollars  or U.S.
   Government  Obligations  which through the scheduled payment of principal and
   interest in respect thereof in accordance with their terms will provide,  not
   later  than one day before the due date of any  payment,  U.S.  dollars in an
   amount, or (C) a combination of money and Foreign  Government  Obligations or
   U.S. Government Obligations (as applicable),  in each case sufficient, in the
   opinion of a nationally  recognized  firm of independent  public  accountants
   expressed in a written certification thereof delivered to the Trustee, to pay
   and  discharge,  and which shall be applied by the Trustee (or any such other
   qualifying  trustee) to pay and  discharge,  the principal of and any premium
   and interest on such  Securities  on the  respective  Stated  Maturities,  in
   accordance  with the terms of this  Indenture  and such  Securities.  As used
   herein,  "U.S.  Government  Obligation" means (x) any security which is (i) a
   direct  obligation  of the United  States of America for the payment of which
   the full faith and credit of the United  States of America is pledged or (ii)
   an obligation of a Person controlled or supervised by and acting as an agency
   or  instrumentality  of the United  States of America the payment of which is
   unconditionally  guaranteed  as a full  faith and  credit  obligation  by the
   United States of America,  which, in either case (i) or (ii), is not callable
   or redeemable  at the option of the issuer  thereof,  and (y) any  depositary
   receipt  issued by a bank (as  defined in Section  3(a)(2) of the  Securities
   Act) as custodian with respect to any  U.S.  Government  Obligation  which is
   specified  in Clause  (x) above and held by such bank for the  account of the
   holder of such depositary receipt, or with respect to any specific payment of
   principal  of or  interest  on any  U.S.  Government  Obligation  which is so
   specified and held,  provided that (except as required by law) such custodian
   is not authorized to make any deduction from the amount payable to the holder
   of such  depositary  receipt  from any amount  received by the  custodian  in
   respect  of the  U.S.  Government  Obligation  or  the  specific  payment  of
   principal or interest evidenced by such depositary  receipt.  As used herein,
   "Foreign Government  Obligation" means any security  denominated in a foreign
   currency  which  is  (i) a  direct  obligation  of a  foreign  government  or
   governments  for the  payment  of which  the full  faith  and  credit of such
   foreign  government  or  governments  is pledged or (ii) an  obligation  of a
   Person controlled or supervised by and acting as an agency or instrumentality
   of  such  foreign   government  or  governments   the  payment  of  which  is
   unconditionally  guaranteed  as a full  faith and credit  obligation  by such
   foreign  government,  which,  in either  case (i) or (ii) is not  callable or
   redeemable at the option of the issuer thereof.

      (2) In the  event  of an  election  to  have  Section  1302  apply  to any
   Securities or any series of Securities, as the case may be, the Company shall
   have  delivered to the Trustee an Opinion of Counsel  stating that (A)(x) the
   Company has  received  from,  or there has been  published  by, the  Internal
   Revenue Service a ruling or (y) since the date of this instrument,  there has
   been a change in the applicable Federal income tax law, in either case (x) or
   (y) to the effect that,  and based  thereon such opinion  shall confirm that,
   the


                                      -61-


<PAGE>


   Holders of such Securities will not recognize gain or loss for Federal income
   tax  purposes as a result of the  deposit,  Defeasance  and  discharge  to be
   effected  with  respect  to such  Securities  and will be  subject to Federal
   income tax on the same  amount,  in the same  manner and at the same times as
   would be the case if such deposit, Defeasance and discharge were not to occur
   and (B) if  Securities of such series  Securities  are then listed on the New
   York Stock  Exchange,  to the effect that the  Securities of such series will
   not be delisted as a result of such election.

      (3) In the  event  of an  election  to  have  Section  1303  apply  to any
   Securities or any series of Securities, as the case may be, the Company shall
   have  delivered  to the  Trustee an Opinion of Counsel to the effect that the
   Holders of such Securities will not recognize gain or loss for Federal income
   tax  purposes  as a result  of the  deposit  and  Covenant  Defeasance  to be
   effected  with  respect  to such  Securities  and will be  subject to Federal
   income tax on the same  amount,  in the same  manner and at the same times as
   would be the case if such deposit and Covenant Defeasance were not to occur.

      (4)  The  Company  shall  have  delivered  to  the  Trustee  an  Officer's
   Certificate  to the  effect  that  neither  such  Securities  nor  any  other
   Securities  of the same series,  if then listed on any  securities  exchange,
   will be delisted as a result of such deposit.

      (5) No event  which  is, or after  notice  or lapse of time or both  would
   become,  an Event of Default  with  respect to such  Securities  or any other
   Securities  shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event  specified  in Sections  501(6) and (7), at
   any time on or prior to the 90th day after the date of such deposit (it being
   understood that this condition shall not be deemed satisfied until after such
   90th day).

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

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

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

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


                                      -62-


<PAGE>


SECTION 1305.  Deposited Money, U.S. Government Obligations and Foreign
   Government Obligations to Be Held in Trust; Miscellaneous Provisions.

      Subject to the  provisions  of the last  paragraph  of Section  1003,  all
money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds  thereof)  deposited with the Trustee or other  qualifying  trustee
(solely for purposes of this Section and Section 1306,  the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1304 in  respect  of any  Securities  shall be held in trust and  applied by the
Trustee,  in  accordance  with  the  provisions  of  such  Securities  and  this
Indenture,  to the  payment,  either  directly or through any such Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon in respect of principal and any premium and interest,  but money so held
in trust need not be segregated  from other funds except to the extent  required
by law.

      The Company shall pay and  indemnify  the Trustee  against any tax, fee or
other charge imposed on or assessed against the U.S.  Government  Obligations or
Foreign  Government  Obligations  deposited  pursuant  to  Section  1304  or the
principal and interest  received in respect thereof other than any such tax, fee
or other  charge  which by law is for the account of the Holders of  Outstanding
Securities.

      Anything  in this  Article to the  contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or U.S. Government  Obligations or Foreign Government  Obligations held by
it as provided in Section  1304 with  respect to any  Securities  which,  in the
opinion  of a  nationally  recognized  firm of  independent  public  accountants
expressed in a written  certification  thereof delivered to the Trustee,  are in
excess of the amount  thereof  which would then be required to be  deposited  to
effect the Defeasance or Covenant  Defeasance,  as the case may be, with respect
to such Securities.


SECTION 1306.  Reinstatement.

      If the  Trustee  or the  Paying  Agent is  unable  to apply  any  money in
accordance  with this Article with  respect to any  Securities  by reason of any
order or judgment of any court or governmental authority enjoining,  restraining
or otherwise  prohibiting  such  application,  then the  obligations  under this
Indenture  and such  Securities  from which the Company has been  discharged  or
released  pursuant to Section  1302 or 1303 shall be revived and  reinstated  as
though no deposit had  occurred  pursuant to this  Article  with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article;  provided,  however,  that if the Company makes
any payment of  principal  of or any  premium or  interest on any such  Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

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


                                      -63-


<PAGE>


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

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


[SEAL]                                  DIME BANCORP, INC.



                                        By /s/ James Daras
                                          ----------------------------

Attest:


/s/ Paul Marcotrigiano
- ------------------------

                                        FIRST UNION NATIONAL BANK,
                                                      as Trustee


                                        By /s/ Stephanie Roche
                                          ----------------------------
                                           Stephanie Roche, Vice Pres.

Attest:


/s/ Rick Barnes
- -----------------------


                                      -64-


<PAGE>


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


         On the 27th day of January, 1999, before me personally came James
Daras, to me known, who, being by me duly sworn, did depose and say that he is
Treasurer of Dime Bancorp, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.


                                             /s/ Janet Christenson
                                            -----------------------------


STATE OF NEW JERSEY     )
                        )  ss.:
COUNTY OF MORRIS        )


         On the 27th day of January, 1999, before me personally came Stephanie
Roche, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of First Union National Bank, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                             /s/ Jacqueline Pierre-Pierre
                                            ------------------------------


                                      -65-



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