EXHIBIT 4(a)(iii)


     The form of initial Subsequent Indentures, if any, with respect to Senior
Debt Securities will be substantially the same as the Indenture, dated as of
October 1, 1993, between the Company and The Chase Manhattan Bank (successor by
merger to The Chase Manhattan Bank, N.A.) contained as Exhibit 4(a)(ii) 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.