EXHIBIT 4(c)(ii)

       The form of initial Subsequent Indenture, if any, with respect to
Subordinated Debt Securities will be substantially the same as the Indenture
between the Company and The Chase Manhattan Bank, formerly known as Chemical
Bank, contained as Exhibit 4(c)(i) to the Registration Statement except that the
name of any Subsequent Trustee with respect to any Subsequent Indenture will be
inserted and any Subsequent Indenture will be dated as of a current date.