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 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.