AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2003

                                                    REGISTRATION NOS. 333-

                                                                33-62779

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                               ALEXANDER'S, INC.
             (Exact name of registrant as specified in its charter)

                                                          
                          DELAWARE                                                   51-01-00517
      (State or other jurisdiction of incorporation or                   (IRS employer identification number)
                       organization)

                             ---------------------
                               888 SEVENTH AVENUE
                               NEW YORK, NY 10019
                                 (212) 894-7000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
                                 JOSEPH MACNOW
                            CHIEF FINANCIAL OFFICER
                               ALEXANDER'S, INC.
                               888 SEVENTH AVENUE
                               NEW YORK, NY 10019
                                 (212) 894-7000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                    COPY TO:

                             DANIELLE CARBONE, ESQ.
                            SHEARMAN & STERLING LLP
                              599 LEXINGTON AVENUE
                            NEW YORK, NY 10022-6069
                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering.  [ ]
                             ---------------------
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [X]

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

                        CALCULATION OF REGISTRATION FEE

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                                                                  PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
         TITLE OF EACH CLASS OF                  AMOUNT               OFFERING              AGGREGATE            REGISTRATION
      SECURITIES TO BE REGISTERED        TO BE REGISTERED(1)(2)  PRICE PER UNIT (4)  OFFERING PRICE(1)(2)(3)        FEE(2)
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Common stock, par value $1.00 per
  share.................................
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Preferred stock, par value $1.00 per
  share.................................
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Depositary shares representing preferred
  stock(5)..............................
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Debt securities.........................
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Debt warrants(6)........................
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Total...................................    $1,500,000,000                              $1,500,000,000             $121,350
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(1) An indeterminate aggregate initial offering price or number of the common
    stock, preferred stock, depositary shares, debt securities and debt warrants
    is being registered as may from time to time be issued at indeterminate
    prices in an aggregate amount not to exceed $1,500,000,000 or the equivalent
    of that amount in one or more other currencies, currency units or composite
    currencies.
(2) In accordance with Rule 429 under the Securities Act, the prospectus filed
    as part of this Registration Statement also relates to $250,000,000
    aggregate initial offering price of common stock, preferred stock and
    depositary shares, debt securities and debt warrants of Alexander's, Inc.
    that were previously registered under Registration Statement No. 33-62779
    and have not yet been issued and sold. A filing fee of $86,207 was
    previously paid for the $250,000,000 aggregate initial offering price of
    securities registered under Registration Statement No. 33-62779.
(3) Estimated for the sole purpose of computing the registration fee in
    accordance with Rule 457(o) under the Securities Act. Separate consideration
    may not be received for registered securities that are issuable on
    conversion or exchange of other securities or represented by depositary
    shares.
(4) Omitted in accordance with General Instruction II.D of Form S-3 under the
    Securities Act.
(5) Each depositary share will be issued under a deposit agreement, will
    represent an interest in a fractional preferred share and will be evidenced
    by a depositary receipt.
(6) Debt warrants may be sold separately or with other securities.

    PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT INCLUDES A PROSPECTUS THAT MAY RELATE TO SECURITIES REGISTERED BY
ALEXANDER'S, INC. ON FORM S-3 (REGISTRATION STATEMENT NO. 33-62779).
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NEITHER AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2003

PROSPECTUS

                            (ALEXANDER'S, INC. LOGO)

                               ALEXANDER'S, INC.

                                 $1,500,000,000

          DEBT SECURITIES, PREFERRED STOCK, DEPOSITARY SHARES, COMMON

                            STOCK AND DEBT WARRANTS

     We may, from time to time, offer to sell common stock, preferred stock,
debt securities and debt warrants. The preferred stock may either be sold
separately or represented by depositary shares. The debt securities may be
exchangeable for our common or preferred stock and the preferred stock may be
convertible into common stock or into preferred stock of another series. The
debt warrants will be to purchase debt securities. The total amount of common
stock, preferred stock, debt securities and debt warrants offered under this
prospectus will have an initial aggregate offering price of up to $1,500,000,000
or the equivalent amount in other currencies, currency units or composite
currencies. The securities may be offered separately or together and in one or
more separate series.

     We may offer and sell these securities to or through one or more
underwriters, dealers and agents or directly to purchasers, on a continuous or
delayed basis.

     We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the supplements carefully
before you invest.

     Our common stock is listed on the New York Stock Exchange under the symbol
"ALX."

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 5.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

                            Prospectus dated

                               TABLE OF CONTENTS

                                                              PAGE
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WHERE YOU CAN FIND MORE INFORMATION.........................    3
FORWARD-LOOKING STATEMENTS..................................    4
RISK FACTORS................................................    5
ALEXANDER'S, INC............................................   14
RATIOS OF EARNINGS TO FIXED CHARGES.........................   15
USE OF PROCEEDS.............................................   15
DESCRIPTION OF DEBT SECURITIES..............................   16
DESCRIPTION OF CAPITAL STOCK................................   34
DESCRIPTION OF DEBT WARRANTS................................   46
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE.....................   47
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...................   53
PLAN OF DISTRIBUTION........................................   69
VALIDITY OF THE SECURITIES..................................   69
EXPERTS.....................................................   69

     In this prospectus, "Alexander's," "we," "our" or "us" refers to
Alexander's, Inc. and its consolidated subsidiaries, unless the context requires
otherwise.

                                        2

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on its public reference room. Our SEC filings are also available to
the public through the SEC's web site at http://www.sec.gov. Our common shares
are listed on the New York Stock Exchange, and information about us is also
available there.

     This prospectus is a part of a registration statement that we filed with
the SEC. The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to other documents that we identify as part of this prospectus.
Any information referred to in this way is considered part of this prospectus
from the date we file that document. Our subsequent filings of similar documents
with the SEC will automatically update and supercede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (1) after the date of the filing of this registration
statement and before its effectiveness and (2) until our offering of securities
has been completed.

     We incorporate by reference into this prospectus the documents listed below
or information filed with the SEC:

     - Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

     - Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
       June 30, 2003 and September 30, 2003.

     - Current Reports on Form 8-K filed with the SEC on September 23, 2003 and
       November 20, 2003.

You may obtain a copy of these filings, at no cost, by writing to or telephoning
us at the following address: Alexander's, Inc., 888 Seventh Avenue, New York, NY
10019, Attention: Corporate Secretary. Telephone (212) 894-7000.

     You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. This prospectus is an offer to
sell or buy only the securities described in this document, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of the date of this prospectus.

                                        3

                           FORWARD-LOOKING STATEMENTS

     This prospectus, including the documents incorporated by reference,
contains forward-looking statements with respect to our financial condition,
results of operations and business. You can typically identify forward-looking
statements by the use of words such as "believes," "expects," "anticipates,"
"estimates," "intends," "plans" and other similar terms.

     These forward-looking statements represent our intentions, plans,
expectations and beliefs and are subject to numerous assumptions, risks and
uncertainties. Many of these factors are outside our control and could cause
actual results to differ materially from such forward-looking statements. These
factors include those listed under the caption "Risk Factors" in this
prospectus, as well as the following:

     - national, regional and local economic conditions,

     - the consequences of any armed conflict involving, or terrorist attack
       against, the United States,

     - our ability to secure adequate insurance,

     - local conditions, such as an oversupply of space or a reduction in demand
       for real estate in the area,

     - competition from other available space,

     - whether tenants consider a property attractive,

     - the financial condition of our tenants, including the extent of tenant
       bankruptcies or defaults,

     - whether we are able to pass some or all of any increased operating costs
       we incur through to our tenants,

     - how well we manage our properties,

     - any increase in interest rates,

     - any increase in real estate taxes and other expenses,

     - any decreases in market rental rates,

     - the timing and costs associated with property development, improvements
       and rentals,

     - changes in taxation or zoning laws,

     - government regulations,

     - our failure to continue to qualify as a real estate investment trust,

     - availability of financing on acceptable terms or at all,

     - potential liability under environmental or other laws or regulations, and

     - general competitive factors.

     You are cautioned not to place undue reliance on our forward-looking
statements, which speak only as of the date of this prospectus or the date of
the applicable document incorporated by reference, as the case may be. All
subsequent written and oral forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

                                        4

                                  RISK FACTORS

     An investment in our securities involves risks. You should carefully
consider the following factors and other information in this prospectus and
accompanying prospectus supplement before deciding to purchase our securities.

REAL ESTATE INVESTMENTS' VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.

 THE VALUE OF REAL ESTATE FLUCTUATES DEPENDING ON CONDITIONS IN THE GENERAL
 ECONOMY AND THE REAL ESTATE BUSINESS. THESE CONDITIONS MAY ALSO LIMIT OUR
 REVENUES AND AVAILABLE CASH.

     The factors that affect the value of our real estate include:

     - national, regional and local economic conditions,

     - the consequences of any armed conflict involving, or terrorist attack
       against, the United States,

     - our ability to secure adequate insurance,

     - local conditions, such as an oversupply of space or a reduction in demand
       for real estate in the area,

     - competition from other available space,

     - whether tenants consider a property attractive,

     - the financial condition of our tenants, including the extent of tenant
       bankruptcies or defaults,

     - whether we are able to pass some or all of any increased operating costs
       we incur through to our tenants,

     - how well we manage our properties,

     - any increase in interest rates,

     - any increase in real estate taxes and other expenses,

     - any decreases in market rental rates,

     - the timing and costs associated with property development, improvements
       and rentals,

     - changes in taxation or zoning laws,

     - government regulations,

     - our failure to continue to qualify as a real estate investment trust,

     - availability of financing on acceptable terms or at all,

     - potential liability under environmental or other laws or regulations, and

     - general competitive factors.

     The rents we receive and the occupancy levels at our properties may decline
as a result of adverse changes in any of these factors. Some of our major
expenses and payments, including mortgage payments, real estate taxes and
maintenance costs, generally do not decline when the related rents decline. If
rents decline while costs remain the same, our income and funds available for
distribution to our security holders will decline.

 WE DEPEND ON LEASING SPACE TO TENANTS ON ECONOMICALLY FAVORABLE TERMS AND
 COLLECTING RENT FROM OUR TENANTS, SOME OF WHOM MAY NOT BE ABLE TO PAY.

     Our financial results depend on leasing space in our properties to tenants
on economically favorable terms. In addition, because substantially all of our
income comes from rentals of real property, our income and funds available for
distribution to our security holders will decrease if a significant number of
our tenants cannot pay their rent. If a tenant does not pay its rent, we might
not be able to enforce our rights as landlord

                                        5

without delays and might incur substantial legal costs. For information
regarding the bankruptcy of our tenants, see "-- Bankruptcy of tenants may
decrease our revenues and available cash." below.

 SOME OF OUR TENANTS REPRESENT A SIGNIFICANT PORTION OF OUR REVENUES. LOSS OF
 THESE TENANT RELATIONSHIPS OR DETERIORATION IN THE TENANTS' CREDIT QUALITY
 COULD ADVERSELY AFFECT OUR RESULTS.

     Sears accounted for 19%, 21% and 21% of our revenues for the years ended
December 31, 2002, 2001 and 2000, respectively, and 20% of our revenues for the
nine months ended September 30, 2003. In addition, at our Lexington Avenue
location, Bloomberg L.P. has entered into a long-term lease for 695,000 square
feet of the 878,000 net rentable square feet of office space at that site. It is
expected that the rental stream from the Bloomberg, L.P. lease will also
represent a significant portion of our revenues. If we fail to maintain a
relationship with any of our significant tenants or fail to perform our
obligations under our agreements with these tenants or if any of these tenants
fails or becomes unable to perform its obligations under our agreements, we
expect that any one or more of these events would adversely affect our results
of operations and financial condition.

 BANKRUPTCY OF TENANTS MAY DECREASE OUR REVENUES AND AVAILABLE CASH.

     A number of companies, including some of our tenants, have declared
bankruptcy in recent years, and other tenants may declare bankruptcy or become
insolvent in the future. If a major tenant declares bankruptcy or becomes
insolvent, the rental property at which it leases space may have lower revenues
and operational difficulties, and, in the case of our shopping centers, we may
have difficulty leasing the remainder of the effected property. Our leases
generally do not contain restrictions designed to ensure the creditworthiness of
our tenants. As a result, the bankruptcy or insolvency of a major tenant could
result in a lower level of funds available for distribution to our security
holders.

 SOME OF OUR POTENTIAL LOSSES MAY NOT BE COVERED BY INSURANCE.

     We carry comprehensive liability and all-risk property insurance (fire,
flood, extended coverage and rental loss insurance) with respect to our assets
but are at risk for financial loss in excess of the policies' limits. Such a
loss could be material.

     Our all-risk insurance policies in effect before September 11, 2001 did not
expressly exclude coverage for hostile acts, except for acts of war. Since
September 11, 2001, but prior to the enactment of the Terrorism Risk Insurance
Act of 2002, insurance companies have, for the most part, excluded terrorist
acts from coverage in all-risk policies. We were generally unable to obtain
all-risk insurance that includes coverage for terrorist acts for policies we
renewed during that period.

     Our debt instruments, consisting of mortgage loans secured by our
properties (which are generally non-recourse to us), contain customary covenants
requiring us to maintain insurance. There can be no assurance that the lenders
under these instruments will not take the position that an exclusion from
all-risk insurance coverage for losses due to terrorist acts is a breach of
these debt instruments allowing the lenders to declare an event of default and
accelerate repayment of debt. In addition, if lenders insist on coverage for
these risks, our ability to finance and/or refinance our properties and
business, including the construction of our Lexington Avenue property may be
adversely affected.

     On November 26, 2002, the Terrorism Risk Insurance Act of 2002 was signed
into law. Under this new legislation, through 2004 (with a possible extension
through 2005), regulated insurers must offer coverage in their commercial
property and casualty policies (including existing policies) for losses
resulting from defined "acts of terrorism." As a result of the legislation, in
June 2003, we obtained $500,000,000 of coverage per occurrence for certified
terrorist acts, as defined in the legislation, and $150,000,000 for
non-certified acts. Therefore, we are at risk for financial loss in excess of
these limits for terrorist acts as defined by the policies and the legislation
and such loss could be material.

                                        6

 WE HAVE MADE A SIGNIFICANT INVESTMENT IN THE DEVELOPMENT OF OUR LEXINGTON
 AVENUE PROPERTY. OUR FAILURE TO COMPLETE THIS DEVELOPMENT ON TIME AND WITHIN
 BUDGET WOULD ADVERSELY AFFECT OUR RESULTS AND FINANCIAL CONDITION.

     Our development plans for our property at Lexington Avenue and 59th Street
in New York, New York require the construction of an approximately 1,300,000
square foot multi-use building. The building will contain approximately 162,000
net rentable square feet of retail space (83,000 and 27,000 square feet of which
has been leased to The Home Depot and Hennes & Mauritz, respectively),
approximately 878,000 net rentable square feet of office space (695,000 square
feet of which has been leased to Bloomberg L.P.) and approximately 248,000 net
saleable square feet of residential space consisting of condominium units
(through a taxable REIT subsidiary). As of September 30, 2003, we have received
deposits of $5,509,000 on sales of condominium units in the project.
Construction is expected to be completed in 2005. On July 3, 2002, we finalized
a $490,000,000 construction loan with HVB Real Estate Capital (Hypo Vereinsbank)
to finance the construction of the Lexington Avenue property. We have provided
the estimated construction costs in excess of the construction loan of
approximately $140,000,000. Under the terms of the construction loan, we will
retain the first $140,000,000 from the sales proceeds of condominium units,
provided that certain performance measures, as defined, are attained.
Thereafter, we are required to use the net proceeds to pay down the construction
loan. We have received funding of $187,256,000 under the construction loan as of
September 30, 2003. Of the construction budget of $630,000,000 (which excludes
$29,000,000 for development and guarantee fees), $354,300,000 has been expended
through September 30, 2003 and an additional $85,000,000 has been committed.

     There can be no assurance that the Lexington Avenue project ultimately will
be completed, completed on time or completed for the budgeted amount. Further,
we may need additional financing for the project, which may involve issuance of
equity or debt, investments from joint venture partners and asset sales, and
which may involve arrangements with Vornado Realty Trust. If the project is not
completed on a timely basis, the Bloomberg L.P. lease may be cancelled and
significant penalties may apply. Furthermore, any failure to complete the
Lexington Avenue project on time and within budget may adversely affect future
cash flows and funds from operations, and our financial condition.

 WE MAY ACQUIRE OR DEVELOP NEW PROPERTIES, AND THIS MAY CREATE RISKS.

     In addition to our Lexington Avenue project, we may acquire or develop
other properties or acquire other real estate companies when we believe that an
acquisition or development is consistent with our business strategies. We may
not, however, succeed in consummating desired acquisitions or in completing
developments, including our Lexington Avenue property, on time or within budget.
We also might not succeed in leasing newly developed or acquired properties,
including our Lexington Avenue property, at rents sufficient to cover their
costs of acquisition or development and operations.

 WE MAY NOT BE PERMITTED TO DISPOSE OF CERTAIN PROPERTIES OR PAY DOWN THE DEBT
 ASSOCIATED WITH THOSE PROPERTIES WHEN WE MIGHT OTHERWISE DESIRE TO DO SO
 WITHOUT INCURRING ADDITIONAL COSTS.

     As part of an acquisition of a property, we may agree with the seller that
we will not dispose of the acquired properties or reduce the mortgage
indebtedness on them for significant periods of time unless we pay certain of
the resulting tax costs of the seller. These agreements could result in our
holding on to properties that we would otherwise sell and not paying down or
refinancing indebtedness that we would otherwise pay down or refinance.

  IT MAY BE DIFFICULT TO BUY AND SELL REAL ESTATE QUICKLY, AND TRANSFER
  RESTRICTIONS APPLY TO SOME OF OUR MORTGAGED PROPERTIES.

     Equity real estate investments are relatively difficult to buy and sell
quickly. We therefore have limited ability to vary our portfolio promptly in
response to changes in economic or other conditions. Some of our properties are
mortgaged to secure payment of indebtedness. If we were unable to meet our
mortgage payments, the lender could foreclose on the properties and we could
incur a loss. In addition, if we wish to

                                        7

dispose of one or more of the mortgaged properties, we may not be able to obtain
release of the lien on the mortgaged property. If a lender forecloses on a
mortgaged property or if a mortgage lien prevents us from selling a property,
our funds available for distribution to our security holders may decline. For
information relating to the mortgages on our properties, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" in our Annual Report on Form 10-K
for the year ended December 31, 2002 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003 and the notes to our consolidated financial
statements in these reports.

  ALL OF OUR PROPERTIES IS IN THE NEW YORK CITY/NEW JERSEY METROPOLITAN AREA AND
  IS AFFECTED BY THE ECONOMIC CYCLES AND RISKS INHERENT IN THAT REGION.

     During 2002 and the nine months ended September 30, 2003, all of our
revenues came from properties located in the New York City metropolitan area and
in Paramus, New Jersey. Like other real estate markets, the real estate market
in these areas has experienced economic downturns in the past, and we cannot
predict how the current economic conditions will impact this market in both the
short and long term. Further declines in the economy or a decline in the real
estate market in these areas could hurt our financial performance and the value
of our properties. The factors affecting economic conditions in these regions
include:

     - business layoffs or downsizing,

     - industry slowdowns,

     - relocations of businesses,

     - changing demographics,

     - increased telecommuting and use of alternative work places,

     - financial performance and productivity of the publishing, advertising,
       financial, technology, retail, insurance and real estate industries,

     - infrastructure quality, and

     - any oversupply of, or reduced demand for, real estate.

     It is impossible for us to assess the future effects of the current
uncertain trends in the economic and investment climates of the New York
City/New Jersey region, and more generally of the United States, on the real
estate market in these areas. If these conditions persist, they may adversely
affect our businesses and future profitability.

  WE MAY INCUR COSTS IN COMPLYING WITH ENVIRONMENTAL LAWS.

     Our operations and properties are subject to various federal, state and
local laws, ordinances and regulations concerning the protection of the
environment, including air and water quality, hazardous substances and health
and safety. Under certain of these environmental laws, a current or previous
owner or operator of real estate may be required to investigate and clean up
hazardous or toxic substances released at a property. The owner or operator may
also be held liable to a government entity or to third parties for property
damage or personal injuries and for investigation and cleanup costs incurred by
those parties because of the contamination. These laws often impose liability
without regard to whether the owner or operator knew of the release of the
substances or caused the release. The presence of contamination or the failure
to remediate contamination may impair our ability to sell or lease real estate
or to borrow using the real estate as collateral. Other laws and regulations
govern indoor and outdoor air quality, including those that can require the
abatement or removal of materials containing asbestos in the event of damages,
demolition, renovations or remodeling, and also govern emissions of, and
exposure to, asbestos fibers in the air. The maintenance and removal of lead
paint, certain electrical equipment containing polychlorinated biphenyls and
underground storage tanks are also regulated by federal and state laws. We could
incur fines for environmental compliance and be held liable for the costs of
remedial action with respect to the foregoing regulated substances or tanks or
related claims arising out of environmental contamination or exposure at or from
our properties.

                                        8

     Each of our properties has been subjected to varying degrees of
environmental assessment at various times. The environmental assessments did not
reveal any material environmental condition except as noted in the following
paragraph. However, identification of new compliance concerns or undiscovered
areas of contamination, changes in the extent or known scope of contamination,
discovery of additional sites, human exposure to the contamination or changes in
cleanup or compliance requirements could result in significant costs to us.

     In June 1997, our Kings Plaza Regional Shopping Center commissioned a Phase
II Environmental Study and Contamination Assessment Site Investigation to
evaluate and delineate environmental conditions disclosed in a Phase I study.
The results of the Phase II study indicated the presence of petroleum and bis
(2-ethylhexyl) phthalate contamination in the soil and groundwater. We have
delineated the contamination and have developed a remediation approach, which is
ongoing. The New York State Department of Environmental Conservation has
approved a portion of the remediation approach. We accrued $2,675,000 in
previous years, of which $2,408,000 has been paid as of September 30, 2003, for
our estimated obligation with respect to the cleanup of the site, which includes
costs of (i) remedial investigation, (ii) feasibility study, (iii) remedial
design, (iv) remedial action and (v) professional fees. If New York State
regulators insist on a more extensive remediation approach, we could incur
additional obligations. We can make no assurance that we will not incur
additional environmental costs with respect to this property.

  REAL ESTATE IS A COMPETITIVE BUSINESS.

     We operate in a highly competitive environment. All of our properties are
located in the New York City metropolitan area and Paramus, New Jersey. We
compete with a large number of real estate property owners and developers.
Principal factors of competition are the amount of rent charged, attractiveness
of location and quality and breadth of services provided. Our success depends
upon, among other factors, trends of the national and local economies, financial
condition and operating results of current and prospective tenants and
customers, availability and cost of capital, construction and renovation costs,
taxes, governmental regulations, legislation and population trends.

THE TERRORIST ATTACKS OF SEPTEMBER 11, 2001 IN THE NEW YORK CITY AREA MAY
ADVERSELY AFFECT THE VALUE OF OUR PROPERTIES AND OUR ABILITY TO GENERATE CASH
FLOW.

  THERE MAY BE A DECREASE IN DEMAND FOR SPACE IN LARGE METROPOLITAN AREAS THAT
  ARE CONSIDERED AT RISK FOR FUTURE TERRORIST ATTACKS, AND THIS DECREASE MAY
  REDUCE OUR REVENUES FROM PROPERTY RENTALS.

     All of our properties are located in the New York City metropolitan area
and Paramus, New Jersey. In the aftermath of terrorist attacks, tenants in this
area may choose to relocate their business to less populated, lower-profile
areas of the United States that are not as likely to be targets of future
terrorist activity. This would trigger a decrease in the demand for space in our
markets, which could increase vacancies in our properties and force us to lease
our properties on less favorable terms. As a result, the value of our properties
and the level of our revenues could decline materially.

WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT EXTERNAL FINANCING TO FUND OUR
OPERATIONS AND BUSINESS.

     Our operating properties in the aggregate do not generate sufficient cash
flow to pay all of our expenses. While we expect that our cash flow will become
positive after the completion of the development of the Lexington Avenue
property, which is not expected until 2005, there can be no assurance that our
Lexington Avenue property will be completed on time or completed for the
budgeted amount or that our operational and financial expectations are accurate.
If we do not complete the construction of our Lexington Avenue property on a
timely basis, the Bloomberg L.P. lease may be cancelled and significant
penalties may apply, which would have adverse effects upon our results and
liquidity.

     Accordingly, we depend principally upon external financing to fund our
operations and business, including the development of the Lexington Avenue
property. While we have received financing and credit support in the form of
guarantees from Vornado Realty Trust, there can be no assurance that Vornado
Realty Trust will provide us with any additional financing or credit support.
Additionally, our access to debt or equity financing
                                        9

depends on banks' willingness to lend and on conditions in the capital markets.
We and other companies in the real estate industry have experienced limited
availability of bank loans and capital markets financing from time to time.
Although we believe that we will be able to finance any investments we wish to
make in the foreseeable future, financing in addition to what we already have
available may not be available on acceptable terms.

     For information about our available sources of funds, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year
ended December 31, 2002 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003 and the notes to the consolidated financial statements in
these reports.

OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO
CONFLICTS OF INTEREST.

  STEVEN ROTH AND INTERSTATE PROPERTIES MAY EXERCISE SUBSTANTIAL INFLUENCE OVER
  US. THEY AND SOME OF OUR OTHER DIRECTORS AND OFFICERS HAVE INTERESTS OR
  POSITIONS IN OTHER ENTITIES THAT MAY COMPETE WITH US.

     As of September 30, 2003, Interstate Properties, a New Jersey general
partnership, and its partners owned approximately 12.3% of the common shares of
Vornado Realty Trust, our manager, and approximately 27.5% of Alexander's, Inc.
common stock. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the
three partners of Interstate Properties. Mr. Roth is our Chief Executive Officer
and a director, the Chairman of the Board of Trustees and Chief Executive
Officer of Vornado Realty Trust and the Managing General Partner of Interstate
Properties. Mr. Wight and Mr. Mandelbaum are both trustees of Vornado Realty
Trust and members of our board of directors. In addition, Vornado Realty Trust
manages and leases the real estate assets of Interstate Properties.

     As of September 30, 2003, Vornado Realty Trust owned approximately 33.1% of
our outstanding common stock, in addition to that owned by Interstate Properties
and its partners. In addition to the relationships described in the immediately
preceding paragraph, Michael D. Fascitelli, the President and a trustee of
Vornado Realty Trust, is our President and a member of our board of directors.
Mr. Richard West is a trustee of Vornado Realty Trust and a member of our board
of directors. In addition, Joseph Macnow, our Executive Vice
President -- Finance and Administration and Chief Financial Officer, holds the
same positions with Vornado Realty Trust.

     Because of their overlapping interests, Mr. Roth, Interstate Properties and
the other individuals noted in the preceding paragraphs may have substantial
influence over both Vornado Realty Trust and us, and on the outcome of any
matters submitted to Vornado Realty Trust shareholders or Alexander's, Inc.
stockholders for approval. In addition, certain decisions concerning our
operations or financial structure may present conflicts of interest among
Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other
security holders. Mr. Roth and Interstate Properties may in the future engage in
a wide variety of activities in the real estate business which may result in
conflicts of interest with respect to matters affecting Vornado Realty Trust or
us, such as which of these entities or persons, if any, may take advantage of
potential business opportunities, the business focus of these entities, the
types of properties and geographic locations in which these entities make
investments, potential competition between business activities conducted, or
sought to be conducted, by Vornado Realty Trust or us, competition for
properties and tenants, possible corporate transactions such as acquisitions and
other strategic decisions affecting the future of these entities.

  THERE MAY BE CONFLICTS OF INTEREST BETWEEN VORNADO REALTY TRUST, ITS
  AFFILIATES AND US.

     At September 30, 2003, Vornado Realty L.P., a subsidiary of Vornado Realty
Trust, had loans receivable from us of $124,000,000 at an interest rate of
12.48%. These loans mature on the earlier of January 3, 2006 or the date that
our Lexington Avenue construction loan is repaid in full. In addition,
$21,000,000 was available under our line of credit with Vornado Realty L.P. at
September 30, 2003. Vornado Realty L.P. also manages, develops and leases our
properties under agreements under which Vornado Realty L.P. receives annual fees
and will receive an aggregate estimated development fee and guarantee fee for
our Lexington Avenue property of $26,300,000 and $6,300,000, respectively. These
agreements have one-year terms expiring in March of each year, except that the
Lexington Avenue management and development agreements have terms lasting until
                                        10

substantial completion of the development of the Lexington Avenue property, and
are all automatically renewable. Because we and Vornado Realty Trust share
common senior management and because a majority of the trustees of Vornado
Realty Trust also constitute the majority of our directors, the terms of the
foregoing agreements and any future agreements between us and Vornado Realty
Trust and its affiliates may not be comparable to those we could have negotiated
with an unaffiliated third party.

     For a description of Interstate Properties' ownership of Vornado Realty
Trust and Alexander's, Inc., see "-- Steven Roth and Interstate Properties may
exercise substantial influence over us. They and some of our other directors and
officers have interests or positions in other entities that may compete with
us." above.

OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND
FINANCIAL RISKS.

  WE DEPEND ON OUR DIRECT AND INDIRECT SUBSIDIARIES' DIVIDENDS AND
  DISTRIBUTIONS, AND THESE SUBSIDIARIES' CREDITORS AND PREFERRED SECURITY
  HOLDERS ARE ENTITLED TO PAYMENT OF AMOUNTS PAYABLE TO THEM BY THE SUBSIDIARIES
  BEFORE THE SUBSIDIARIES MAY PAY ANY DIVIDENDS OR DISTRIBUTIONS TO US.

     Alexander's, Inc. holds substantially all of its properties and assets
through subsidiaries. Alexander's, Inc. therefore depends on cash distributions
and dividends from its subsidiaries for substantially all of its cash flow. The
creditors of each of our direct and indirect subsidiaries are entitled to
payment of that subsidiary's obligations to them, when due and payable, before
that subsidiary may make distributions or dividends to Alexander's, Inc. Thus,
Alexander's, Inc.'s ability to make dividends to its security holders depends on
its subsidiaries' ability to first satisfy their obligations to their creditors.

  WE HAVE SUBSTANTIAL INDEBTEDNESS, AND THIS INDEBTEDNESS MAY INCREASE.

     As of September 30, 2003, we had approximately $678,553,000 in total debt
outstanding, inclusive of $124,000,000 due to Vornado Realty L.P., a subsidiary
of Vornado Realty Trust. Our ratio of total debt to total enterprise value was
57.2% at September 30, 2003. When we say "enterprise value" in the preceding
sentence, we mean market equity value of Alexander's, Inc. plus debt less cash
and cash equivalents at September 30, 2003. In addition, we have significant
debt service obligations. For the nine months ended September 30, 2003, our cash
payments for principal and interest were $36,454,000. Except for the year ended
December 31, 2001, we had deficiencies in earnings to cover fixed charges. In
the future, we may incur additional debt, and thus increase our ratio of total
debt to total enterprise value, to finance acquisitions or property
developments. We may review and modify our debt level from time to time without
notice to or any vote of our security holders. Unless otherwise described in any
prospectus supplement relating to debt securities of Alexander's, Inc., the
indentures and debt securities do not limit our ability to incur additional
debt.

     Except as described in this prospectus under the heading "Description of
Debt Securities -- Mergers and Similar Transactions" or in any applicable
prospectus supplement, the indentures do not contain provisions that would
afford you protection in the event of:

     - a highly leveraged or similar transaction involving one of our
       affiliates,

     - a change of control of Alexander's, Inc. or any of its affiliates, or

     - a reorganization, restructuring, merger or similar transaction involving
       us that may adversely affect you.

  ALEXANDER'S, INC. HAS OUTSTANDING AND EXERCISABLE STOCK APPRECIATION RIGHTS.
  THE EXERCISE OF THESE STOCK APPRECIATION RIGHTS MAY IMPACT OUR LIQUIDITY.

     As of September 30, 2003, 850,000 stock appreciation rights were
outstanding and exercisable at a weighted-average exercise price of $71.82. The
agreements for these stock appreciation rights require that they be settled in
cash. Had the holders of these stock appreciation rights chose to exercise their
rights as of September 30, 2003, we would have had to pay $28,631,000 in cash.
Further appreciation in Alexander's, Inc. stock price from the closing stock
price of $105.50 at September 30, 2003 will increase the cash we would have

                                        11

to pay upon exercise and may impact our liquidity by requiring us to secure
additional borrowings to replace such a cash outflow.

  OUR EXISTING FINANCING DOCUMENTS CONTAIN COVENANTS AND RESTRICTIONS THAT MAY
  INHIBIT OUR OPERATIONAL AND FINANCIAL FLEXIBILITY AND RESTRICT OR PROHIBIT OUR
  ABILITY TO MAKE PAYMENTS UPON SECURITIES.

     At September 30, 2003, substantially all of our properties were pledged to
secure our obligations under $554,553,000 of existing secured indebtedness. If
we were to fail to perform our obligations under our existing indebtedness or
become insolvent or were liquidated, our secured creditors would be entitled to
payment in full from the proceeds of the sale of our pledged assets prior to any
proceeds being paid to our other creditors or to any holders of our securities.
In such an event, it is possible that we would have insufficient assets
remaining to make payments to you as a holder of our securities. In addition,
our existing financing documents contain restrictive covenants which limit our
ability to incur indebtedness, make prepayments of indebtedness, pay dividends,
make investments, engage in transactions with affiliates, issue or sell capital
stock of subsidiaries, create liens, sell assets, acquire or transfer property
and engage in mergers and acquisitions. These covenants may significantly
restrict our operational and financial flexibility and may restrict our ability
to obtain additional financing or pursue other business activities that may be
beneficial to us.

  LOSS OF OUR KEY PERSONNEL COULD HARM OUR OPERATIONS.

     We are dependent on the efforts of Steven Roth, our Chief Executive
Officer, and Michael D. Fascitelli, our President. While we believe that we
could find replacements for these key personnel, the loss of their services
could harm our operations.

  WE MIGHT FAIL TO QUALIFY OR REMAIN QUALIFIED AS A REIT.

     Although we believe that Alexander's, Inc. will remain organized and will
continue to operate so as to qualify as a REIT for Federal income tax purposes,
we might fail to remain qualified in this way. Qualification as a REIT for
Federal income tax purposes is governed by highly technical and complex
provisions of the Internal Revenue Code for which there are only limited
judicial or administrative interpretations. Our qualification as a REIT also
depends on various facts and circumstances that are not entirely within our
control. In addition, legislation, new regulations, administrative
interpretations or court decisions might significantly change the tax laws with
respect to the requirements for qualification as a REIT or the Federal income
tax consequences of qualification as a REIT.

     In order to qualify and maintain our qualification as a REIT for Federal
income tax purposes, we are required, among other conditions, to distribute as
dividends to our stockholders at least 90% of our annual REIT taxable income. As
of December 31, 2002, we had reported net operating loss carryovers of
$94,064,000, which generally would be available to offset the amount of REIT
taxable income that we otherwise would be required to distribute. However, the
net operating losses reported on our tax returns are not binding on the Internal
Revenue Service and are subject to adjustment as a result of future audits. In
addition, under Section 382 of the Internal Revenue Code, our ability to use our
net operating loss carryovers could be limited if, generally, there are
significant changes in the ownership of our outstanding stock. Since our
reorganization as a REIT commencing in 1995, we have not paid regular dividends
and, unless otherwise provided in an applicable prospectus supplement, do not
believe that we will be required to, and may not pay regular dividends, until
our net operating loss carryovers have been fully utilized, except for dividends
on preferred stock as may be described in an applicable prospectus supplement.

                                        12

  LIMITS ON CHANGES IN CONTROL MAY DISCOURAGE TAKEOVER ATTEMPTS BENEFICIAL TO
  STOCKHOLDERS.

     Provisions in our certificate of incorporation and our by-laws as well as
provisions of the Internal Revenue Code and Delaware corporate law, may:

     - delay or prevent a change of control over us or a tender offer, even if
       such action might be beneficial to our stockholders, and

     - limit our stockholders' opportunity to receive a potential premium for
       their shares of common stock over then-prevailing market prices.

     Stock Ownership Limit.  Primarily to facilitate maintenance of our
qualification as a REIT, our certificate of incorporation generally prohibits
ownership, directly, indirectly or beneficially, by any single stockholder of
more than 9.9% of the outstanding shares of preferred stock of any series or
4.9% of our outstanding common stock. Our board of directors may waive or modify
these ownership limits with respect to one or more persons if it is satisfied
that ownership in excess of these limits will not jeopardize our status as a
REIT for Federal income tax purposes. See "Description of Capital
Stock -- Restrictions on Ownership of Preferred Stock" and "-- Restrictions on
Ownership of Common Stock" for more information. In addition, our board of
directors has, subject to certain conditions and limitations, exempted our
manager, Vornado Realty Trust, and certain of its affiliates from these
ownership limitations. Shares owned in violation of these ownership limits will
be subject to the loss of rights and other restrictions. These ownership limits
may have the effect of inhibiting or impeding a change in control.

THE NUMBER OF SHARES OF OUR COMMON STOCK AND THE MARKET FOR THOSE SHARES GIVE
RISE TO VARIOUS RISKS.

  ALEXANDER'S, INC. HAS OUTSTANDING AND EXERCISABLE OPTIONS TO PURCHASE OUR
  COMMON STOCK. THE EXERCISE OF THESE OPTIONS COULD DECREASE THE MARKET PRICE OF
  THE SHARES OF COMMON STOCK CURRENTLY OUTSTANDING.

     As of September 30, 2003, 105,000 options were outstanding and exercisable
at a weighted-average exercise price of $70.375. Additionally, 1,745,000 shares
are available for future grant under the terms of our omnibus stock plan. We
cannot predict the impact that future exercises of outstanding options or grants
of additional options would have on the market price of our common stock.

  CHANGES IN MARKET CONDITIONS COULD DECREASE THE MARKET PRICE OF OUR
  SECURITIES.

     The value of our securities depends on various market conditions, which may
change from time to time. Among the market conditions that may affect the value
of our shares are the following:

     - the extent of institutional investor interest in us,

     - the reputation of REITs generally and the attractiveness of their equity
       securities in comparison to other equity securities, including securities
       issued by other real estate companies, and fixed income securities,

     - our net operating loss carryovers which are generally available to offset
       the amount of our REIT taxable income that we otherwise would be required
       to distribute as dividends,

     - our financial condition and performance,

     - our ability to complete our Lexington Avenue development project on a
       timely basis and for the budgeted amount,

     - prevailing interest rates, and

     - general financial market conditions.

     In addition, the stock market in recent years has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to
the operating performance of companies.

                                        13

                               ALEXANDER'S, INC.

     Alexander's, Inc. is a real estate investment trust organized under the
laws of the State of Delaware and engaged in leasing, managing, developing and
redeveloping properties. Alexander's activities are conducted through its
manager, Vornado Realty Trust.

     Alexander's has six properties consisting of:

     - Operating properties:

      - the Kings Plaza Regional Shopping Center on Flatbush Avenue in Brooklyn,
        New York, which contains 1,100,000 square feet, is comprised of a
        two-level mall containing 470,000 square feet, a 289,000 square foot
        department store leased to Sears and another anchor department store
        owned and operated as a Macy's by Federated Department Stores, Inc.,

      - the Rego Park I property located on Queens Boulevard and 63rd Road in
        Rego Park, Queens, New York, which contains a 351,000 square foot
        building, which is 100% leased to Sears, Circuit City, Bed Bath &
        Beyond, Marshalls and Old Navy,

      - the Paramus property which consists of 30.3 acres of land located at the
        intersection of Routes 4 and 17 in Paramus, New Jersey and is leased to
        IKEA Properties, Inc.,

      - the Flushing property located at Roosevelt Avenue and Main Street in
        Flushing, New York, which contains a 177,000 square foot building that
        is currently vacant,

     - Property under development:

      - the Lexington Avenue property which comprises the entire square block
        bounded by Lexington Avenue, East 59th Street, Third Avenue and East
        58th Street in Manhattan, New York, and

     - Property to be developed:

      - the Rego Park II property, which comprises one and one-half square
        blocks of vacant land adjacent to the Rego Park I property.

                                        14

                      RATIOS OF EARNINGS TO FIXED CHARGES

     Our consolidated ratios of earnings to fixed charges for each of the fiscal
years ended December 31, 1998, 1999, 2000, 2001 and 2002 and the nine-month
periods ended September 30, 2002 and 2003 are as follows:

                                                                                       NINE MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,                 SEPTEMBER 30,
                                     -----------------------------------------------   ------------------
                                       1998      1999       2000     2001     2002      2002       2003
                                     --------   -------   --------   ----   --------   -------   --------
                                                                            
Ratio of earnings to fixed
  charges..........................        --        --         --   1.17         --        --         --
Deficiency in earnings available to
  cover fixed charges..............  $(14,650)  $(4,609)  $(12,306)    --   $(11,386)  $(7,431)  $(41,759)
                                     ========   =======   ========   ====   ========   =======   ========

     For purposes of calculating these ratios, (a) earnings represent pretax
income from continuing operations plus fixed charges less capitalized interest,
and (b) fixed charges represent interest expense from continuing operations,
including amortization of deferred debt issuance costs, plus the portion of
operating lease rental expense that management considers representative of the
interest factor (one-third of operating lease rentals) plus capitalized
interest. There were no preference securities outstanding during the periods
shown. The calculation of the ratios and the deficiencies in earnings available
to cover fixed charges is included as Exhibit 12 to this registration statement.

                                USE OF PROCEEDS

     Except as may be described otherwise in a prospectus supplement, we expect
to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include redevelopment of
our properties and the repayment of our outstanding indebtedness.

                                        15

                         DESCRIPTION OF DEBT SECURITIES

     Please note that in this section references to "Alexander's," "we," "our"
and "us" refer to Alexander's, Inc. and its consolidated subsidiaries unless the
context requires otherwise. Also, in this section, references to "holders" mean
those who own debt securities registered in their own names, on the books that
we or the trustee maintain for this purpose, and not those who own beneficial
interests in debt securities registered in street name or in debt securities
issued in book-entry form through one or more depositaries. Owners of beneficial
interests in the debt securities should see "Legal Ownership and Book-Entry
Issuance" for more information.

DEBT SECURITIES MAY BE SENIOR OR SUBORDINATED

     We may issue senior or subordinated debt securities. Neither the senior
debt securities nor the subordinated debt securities will be secured by any of
our property or assets. Thus, by owning a debt security, you are an unsecured
creditor of ours.

     The senior debt securities will be issued under our senior debt indenture
described below and will rank equally with all of our other unsecured and
unsubordinated debt.

     The subordinated debt securities will be issued under our subordinated debt
indenture described below and will be subordinate in right of payment to all of
our "senior indebtedness," as defined in the subordinated debt indenture. The
prospectus supplement for any series of subordinated debt securities or the
information incorporated in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of our most
recent fiscal quarter. As of September 30, 2003, $678,553,000 or 100% of our
total indebtedness constituted senior indebtedness. Neither indenture limits our
ability to incur additional senior indebtedness, unless otherwise described in
the prospectus supplement relating to any series of debt securities. Our senior
indebtedness is, and any additional senior indebtedness will be, structurally
subordinate to the indebtedness of our subsidiaries.

     When we refer to "debt securities" in this prospectus, we mean both the
senior debt securities and the subordinated debt securities.

THE SENIOR DEBT INDENTURE AND THE SUBORDINATED DEBT INDENTURE

     The senior debt securities and the subordinated debt securities are each
governed by a document called an indenture, the senior debt indenture, in the
case of the senior debt securities, and the subordinated debt indenture, in the
case of the subordinated debt securities. Each indenture is a contract between
Alexander's, Inc. and The Bank of New York, which will initially act as trustee.
The indentures are substantially identical, except for the provisions relating
to subordination, which are included only in the subordinated debt indenture.

     The trustee under each indenture has two main roles:

     - First, the trustee can enforce your rights against us if we default.
       There are some limitations on the extent to which the trustee acts on
       your behalf, which we describe later under "-- Default, Remedies and
       Waiver of Default."

     - Second, the trustee performs administrative duties for us, such as
       sending interest payments and notices.

     See "-- Our Relationship with the Trustee" below for more information about
the trustee.

     When we refer to the indenture or the trustee with respect to any debt
securities, we mean the indenture under which those debt securities are issued
and the trustee under that indenture.

WE MAY ISSUE MANY SERIES OF DEBT SECURITIES

     We may issue as many distinct series of debt securities as we wish under
either indenture. This section of the prospectus summarizes terms of the debt
securities that apply generally to all series. The provisions of each

                                        16

indenture allow us not only to issue debt securities with terms different from
those of debt securities previously issued under that indenture, but also to
"reopen" a previous issue of a series of debt securities and issue additional
debt securities of that series. We will describe most of the financial and other
specific terms of a series, whether it be a series of the senior debt securities
or subordinated debt securities, in the prospectus supplement accompanying this
prospectus. If there are any differences between your prospectus supplement and
this prospectus, your prospectus supplement will control. Thus, the statements
we make in this section may not apply to your debt security.

     When we refer to a series of debt securities, we mean a series issued under
the applicable indenture. When we refer to your prospectus supplement, we mean
the prospectus supplement describing the specific terms of the debt security you
purchase. The terms used in your prospectus supplement have the meanings
described in this prospectus, unless otherwise specified.

AMOUNTS THAT WE MAY ISSUE

     Neither indenture limits the aggregate amount of debt securities that we
may issue or the number of series or the aggregate amount of any particular
series. We may issue debt securities and other securities in amounts that exceed
the total amount specified on the cover of this prospectus up to the aggregate
amount authorized by our board of directors for each series, at any time without
your consent and without notifying you.

     The indentures and the debt securities do not limit our ability to incur
other indebtedness or to issue other securities, unless otherwise described in
the prospectus supplement relating to any series of debt securities. Also, we
are not subject to financial or similar restrictions by the terms of the debt
securities, unless otherwise described in the prospectus supplement relating to
any series of debt securities.

PRINCIPAL AMOUNT, STATED MATURITY AND MATURITY

     The principal amount of a debt security means the principal amount payable
at its stated maturity, unless that amount is not determinable, in which case
the principal amount of a debt security is its face amount. Any debt securities
owned by us or any of our affiliates are not deemed to be outstanding for
certain determinations under the indenture.

     The term "stated maturity" with respect to any debt security means the date
on which the principal amount of the debt security is scheduled to become due.
The principal may become due sooner, by reason of redemption or acceleration
after a default or otherwise in accordance with the terms of the debt security.
The date on which the principal actually becomes due, whether at the stated
maturity or earlier, is called the "maturity" of the principal.

     We also use the terms "stated maturity" and "maturity" to refer to the
dates when other payments become due. For example, we refer to a regular
interest payment date when an installment of interest is scheduled to become due
as the "stated maturity" of that installment.

     When we refer to the "stated maturity" or the "maturity" of a debt security
without specifying a particular payment, we mean the stated maturity or
maturity, as the case may be, of the principal.

OUR DEBT SECURITIES ARE STRUCTURALLY SUBORDINATED TO THE INDEBTEDNESS OF OUR
SUBSIDIARIES

     Because our assets consist principally of interests in the subsidiaries
through which we own our properties and conduct our businesses, our right to
participate as an equity holder in any distribution of assets of any of our
subsidiaries upon the subsidiary's liquidation or otherwise, and thus the
ability of our security holders to benefit from the distribution, is junior to
creditors of the subsidiary, except to the extent that any claims we may have as
a creditor of the subsidiary may be recognized. We may also guarantee some
obligations of our subsidiaries. Any liability we may have for our subsidiaries'
obligations could reduce our assets that are available to satisfy our direct
creditors, including investors in our debt securities.

                                        17

THIS SECTION IS ONLY A SUMMARY

     The indentures and their associated documents, including your debt
security, contain the full legal text of the matters described in this section
and your prospectus supplement. We have filed forms of the indentures as
exhibits to our registration statement of which this prospectus is a part. See
"Available Information" for information on how to obtain copies of them.

     This section and your prospectus supplement summarize all the material
terms of the indentures and your debt security. They do not, however, describe
every aspect of the indentures and your debt security. For example, in this
section and your prospectus supplement, we use terms that have been given
special meaning in the indentures, but we describe the meaning for only the more
important of those terms.

GOVERNING LAW

     The indentures and the debt securities will be governed by New York law.

CURRENCY OF DEBT SECURITIES

     Amounts that become due and payable on a debt security in cash will be
payable in a currency, currencies or currency units specified in the
accompanying prospectus supplement. We refer to this currency, currencies or
currency units as the "specified currency." The specified currency for a debt
security will be U.S. dollars, unless your prospectus supplement states
otherwise. Some debt securities may have different specified currencies for
principal and interest. You will have to pay for your debt securities by
delivering the requisite amount of the specified currency for the principal to
us or the underwriters, agents or dealers that we name in the applicable
prospectus supplement, unless other arrangements have been made between you and
us or you and such firm. We will make payments on a debt security in the
specified currency, except as described below in "Payment Mechanics for Debt
Securities."

FORM OF DEBT SECURITIES

     We will issue each debt security in global, i.e., book-entry form only,
unless we specify otherwise in the applicable prospectus supplement. Debt
securities in book-entry form will be represented by a global security
registered in the name of a depositary, which will be the holder of all the debt
securities represented by that global security. Those who own beneficial
interests in a global debt security will do so through participants in the
depositary's securities clearance system, and the rights of these indirect
owners will be governed solely by the applicable procedures of the depositary
and its participants. We describe book-entry securities below under "-- Legal
Ownership and Book-Entry Issuance."

     In addition, we will issue each debt security in fully registered form,
without coupons.

TYPES OF DEBT SECURITIES

     We may issue any of the following types of senior debt securities or
subordinated debt securities:

  FIXED RATE DEBT SECURITIES

     A debt security of this type will bear interest at a fixed rate described
in the applicable prospectus supplement. This type includes zero coupon debt
securities, which bear no interest and are instead issued at a price usually
significantly lower than the principal amount. See "-- Original Issue Discount
Debt Securities" below for more information about zero coupon and other original
issue discount debt securities.

     Each fixed rate debt security, except any zero coupon debt security, will
bear interest from its original issue date or from the most recent date to which
interest on the debt security has been paid or made available for payment.
Interest will accrue on the principal of a fixed rate debt security at the fixed
yearly rate stated in the applicable prospectus supplement, until the principal
is paid or made available for payment or the debt security is exchanged. Each
payment of interest due on an interest payment date or the date of maturity will
include interest accrued from and including the last date to which interest has
been paid, or made available for

                                        18

payment, or from the issue date if none has been paid, or made available for
payment, to but excluding the interest payment date or the date of maturity. We
will compute interest on fixed rate debt securities on the basis of a 360-day
year of twelve 30-day months. We will pay interest on each interest payment date
and at maturity as described below under "-- Payment Mechanics for Debt
Securities."

  FLOATING RATE DEBT SECURITIES

     A debt security of this type will bear interest at rates that are
determined by reference to an interest rate formula. In some cases, the rates
also may be adjusted by adding or subtracting a spread or multiplying by a
spread multiplier and may be subject to a minimum rate or a maximum rate. If a
debt security is a floating rate debt security, the formula and any adjustments
that apply to the interest rate will be specified in the applicable prospectus
supplement.

     Each floating rate debt security will bear interest from its original issue
date or from the most recent date to which interest on the debt security has
been paid or made available for payment. Interest will accrue on the principal
of a floating rate debt security at the yearly rate determined according to the
interest rate formula stated in the applicable prospectus supplement, until the
principal is paid or made available for payment or the security is exchanged. We
will pay interest on each interest payment date and at maturity as described
below under "-- Payment Mechanics for Debt Securities."

     Calculation of Interest.  Calculations relating to floating rate debt
securities will be made by the calculation agent, an institution that we appoint
as our agent for this purpose. The prospectus supplement for a particular
floating rate debt security will name the institution that we have appointed to
act as the calculation agent for that debt security as of its original issue
date. We may appoint a different institution to serve as calculation agent from
time to time after the original issue date of the debt security without your
consent and without notifying you of the change.

     For each floating rate debt security, the calculation agent will determine,
on the corresponding interest calculation or determination date, as described in
the applicable prospectus supplement, the interest rate that takes effect on
each interest reset date. In addition, the calculation agent will calculate the
amount of interest that has accrued during each interest period, i.e., the
period from and including the original issue date, or the last date to which
interest has been paid or made available for payment, to but excluding the
payment date. For each interest period, the calculation agent will calculate the
amount of accrued interest by multiplying the face or other specified amount of
the floating rate debt security by an accrued interest factor for the interest
period. This factor will equal the sum of the interest factors calculated for
each day during the interest period. The interest factor for each day will be
expressed as a decimal and will be calculated by dividing the interest rate,
also expressed as a decimal, applicable to that day by 360 or by the actual
number of days in the year, as specified in the applicable prospectus
supplement.

     Upon the request of the holder of any floating rate debt security, the
calculation agent will provide for that debt security the interest rate then in
effect and, if determined, the interest rate that will become effective on the
next interest reset date. The calculation agent's determination of any interest
rate, and its calculation of the amount of interest for any interest period,
will be final and binding in the absence of manifest error.

     All percentages resulting from any calculation relating to a debt security
will be rounded upward or downward, as appropriate, to the next higher or lower
one hundred-thousandth of a percentage point, e.g., 9.876541% (or .09876541)
being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being
rounded up to 9.87655% (or .0987655). All amounts used in or resulting from any
calculation relating to a floating rate debt security will be rounded upward or
downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or
to the nearest corresponding hundredth of a unit, in the case of a currency
other than U.S. dollars, with one-half cent or one-half of a corresponding
hundredth of a unit or more being rounded upward.

     In determining the base rate that applies to a floating rate debt security
during a particular interest period, the calculation agent may obtain rate
quotes from various banks or dealers active in the relevant market, as described
in the applicable prospectus supplement. Those reference banks and dealers may
include the

                                        19

calculation agent itself and its affiliates, as well as any underwriter, dealer
or agent participating in the distribution of the relevant floating rate debt
securities and its affiliates.

  INDEXED DEBT SECURITIES

     A debt security of this type provides that the principal amount payable at
its maturity, and the amount of interest payable on an interest payment date,
will be determined by reference to:

     - securities of one or more issuers,

     - one or more currencies,

     - one or more commodities,

     - any other financial, economic or other measure or instrument, including
       the occurrence or nonoccurrence of any event or circumstance, or

     - one or more indices or baskets of the items described above.

     If you are a holder of an indexed debt security, you may receive an amount
at maturity that is greater than or less than the face amount of your debt
security depending upon the value of the applicable index at maturity. The value
of the applicable index will fluctuate over time.

     If you purchase an indexed debt security, your prospectus supplement will
include information about the relevant index and about how amounts that are to
become payable will be determined by reference to the price or value of that
index. The prospectus supplement will also identify the calculation agent that
will calculate the amounts payable with respect to the indexed debt security and
may exercise significant discretion in doing so.

ORIGINAL ISSUE DISCOUNT DEBT SECURITIES

     A fixed rate debt security, a floating rate debt security or an indexed
debt security may be an original issue discount debt security. A debt security
of this type is issued at a price lower than its principal amount and provides
that, upon redemption or acceleration of its maturity, an amount less than its
principal amount will be payable. An original issue discount debt security may
be a zero coupon debt security. A debt security issued at a discount to its
principal amount may, for Federal income tax purposes, be considered an original
issue discount debt security, regardless of the amount payable upon redemption
or acceleration of maturity. The Federal income tax consequences of owning an
original issue discount debt security may be described in the applicable
prospectus supplement.

INFORMATION IN THE PROSPECTUS SUPPLEMENT

     A prospectus supplement will describe the specific terms of a particular
series of debt securities, which will include some or all of the following:

     - the title of the debt securities,

     - whether they are senior debt securities or subordinated debt securities,

     - any limit on the aggregate principal amount of the debt securities of the
       same series,

     - the person to whom any interest on a debt security of the series will be
       payable, if other than the person in whose name the debt security is
       registered at the close of business on the regular record date,

     - the stated maturity,

     - the specified currency, currencies or currency units for principal and
       interest, if not U.S. dollars,

     - the price at which we originally issue the debt securities, expressed as
       a percentage of the principal amount, and the original issue date,

     - whether the debt securities are fixed rate debt securities, floating rate
       debt securities or indexed debt securities,
                                        20

     - if the debt securities are fixed rate debt securities, the yearly rate at
       which the debt securities will bear interest, if any, and the interest
       payment dates,

     - the regular record date for any interest payable on any interest payment
       date,

     - the place or places where the principal of, premium, if any, and interest
       on the debt securities will be payable,

     - the denominations in which the debt securities will be issuable, if other
       than denominations of $1,000 and any integral multiple of $1,000,

     - if the debt securities are floating rate debt securities, the interest
       rate basis, any applicable index currency or maturity, spread or spread
       multiplier or initial, maximum or minimum rate, the interest reset,
       determination, calculation and payment dates, the day count used to
       calculate interest payments for any period, and the calculation agent,

     - any index or formula used to determine the amount of payments of
       principal of and any premium and interest on the debt securities,

     - if the debt securities may be exchanged for shares of our common or
       preferred stock, the terms on which exchange may occur, including whether
       exchange is mandatory, at the option of the holder or at our option, the
       period during which exchange may occur, the initial exchange rate and the
       circumstances or manner in which the amount of common or preferred stock
       issuable upon exchange may be adjusted or calculated according to the
       market price of our common or preferred stock,

     - if the debt securities are original issue discount debt securities, the
       yield to maturity,

     - if other than the principal amount, the portion of the principal amount
       of the debt securities of the series which will be payable upon
       acceleration of the maturity of the debt securities,

     - if applicable, the circumstances under which the debt securities may be
       mandatorily redeemed by us, redeemed at our option or repaid at the
       holder's option before the stated maturity, including any redemption
       commencement date, repayment date(s), redemption price(s) and redemption
       period(s),

     - if the principal amount of the debt securities which will be payable at
       the maturity of the debt securities will not be determinable as of any
       date before maturity, the amount which will be deemed to be the
       outstanding principal amount of the debt securities,

     - the applicability of any provisions described under "-- Defeasance and
       Covenant Defeasance,"

     - the depositary for the debt securities, if other than the Depository
       Trust Company, known as DTC, and any circumstances under which the holder
       may request securities in non-global form,

     - the applicability of any provisions described under "-- Default, Remedies
       and Waiver of Default,"

     - any additional covenants applicable to the debt securities and any
       elimination of or modification to the covenants described under
       "-- Covenants,"

     - the names and duties of any co-trustees, depositaries, authenticating
       agents, paying agents, transfer agents or registrars for the debt
       securities,

     - the Federal income tax consequences to holders of fixed rate debt
       securities that are zero coupon or original issue discount debt
       securities, floating rate debt securities, indexed debt securities or
       original discount debt securities, and

     - any other terms of the debt securities, which could be different from
       those described in this prospectus.

REDEMPTION AND REPAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, a debt
security will not be entitled to the benefit of any sinking fund. That is, we
will not deposit money on a regular basis into any separate custodial account to
repay the debt securities. In addition, we will not be entitled to redeem a debt
security
                                        21

before its stated maturity unless the applicable prospectus supplement specifies
a redemption commencement date. You will not be entitled to require us to buy a
debt security from you before its stated maturity unless your prospectus
supplement specifies one or more repayment dates.

     If your applicable prospectus supplement specifies a redemption
commencement date or a repayment date, it also will specify one or more
redemption prices or repayment prices, which may be expressed as a percentage of
the principal amount of the debt security. It also may specify one or more
redemption periods during which the redemption prices relating to a redemption
of debt securities during those periods will apply.

     If we redeem less than all the debt securities of any series, we will, at
least 60 days before the redemption date set by us or any shorter period that is
satisfactory to the trustee, notify the trustee of the redemption date, of the
principal amount of debt securities to be redeemed and, if applicable, of the
tenor of the debt securities to be redeemed. The trustee will select from the
outstanding securities of the series the particular debt securities to be
redeemed not more than 60 days before the redemption date. This procedure will
not apply to any redemption of a single debt security.

     If your prospectus supplement specifies a redemption commencement date, the
debt security will be redeemable at our option at any time on or after that date
or at a specified time or times. If we redeem the debt security, we will do so
at the specified redemption price, together with interest accrued to the
redemption date. If different prices are specified for different redemption
periods, the price we pay will be the price that applies to the redemption
period during which the debt security is redeemed.

     If your prospectus supplement specifies a repayment date, the debt security
will be repayable at the holder's option on the specified repayment date at the
specified repayment price, together with interest accrued to the repayment date.

     If we exercise an option to redeem any debt security, we will give to the
holder written notice of the principal amount of the debt security to be
redeemed, not less than 30 days nor more than 60 days before the applicable
redemption date. We will give the notice in the manner described below in
"-- Notices."

     If a debt security represented by a global debt security is subject to
repayment at the holder's option, the depositary or its nominee, as the holder,
will be the only person that can exercise the right to repayment. Any indirect
owners who own beneficial interests in the global debt security and wish to
exercise a repayment right must give proper and timely instructions to their
banks or brokers through which they hold their interests, requesting that they
notify the depositary to exercise the repayment right on their behalf. Different
firms have different deadlines for accepting instructions from their customers,
and you should take care to act promptly enough to ensure that your request is
given effect by the depositary before the applicable deadline for exercise.
Street name and other indirect owners should contact their banks or brokers for
information about how to exercise a repayment right in a timely manner.

     We or our affiliates may purchase debt securities from investors who are
willing to sell from time to time, either in the open market at prevailing
prices or in private transactions at negotiated prices. Debt securities that we
or they purchase may, at our discretion, be held, resold or cancelled.

MERGERS AND SIMILAR TRANSACTIONS

     We generally are permitted to merge or consolidate with another entity. We
also are permitted to sell our assets substantially as an entirety to another
entity. With regard to any series of debt securities, however, unless otherwise
indicated in the applicable prospectus supplement, we may not take any of these
actions unless all the following conditions are met:

     - if the successor entity in the transaction is not Alexander's, Inc., the
       successor entity must be a corporation, partnership or trust organized
       under the laws of the United States, any state in the United States or
       the District of Columbia and must expressly assume all of our obligations
       under the debt securities of that series and the indenture with respect
       to that series,

     - immediately after giving effect to the transaction, no default under the
       debt securities of that series has occurred and is continuing. For this
       purpose, "default under the debt securities of that series" means an
                                        22

       event of default with respect to that series or any event that would be
       an event of default with respect to that series if the notice
       requirements and the required existence of the default for a specific
       period of time were disregarded. We describe these matters below under
       "-- Default, Remedies and Waiver of Default,"

     - we or any successor entity, as the case may be, must take such steps as
       will be necessary to secure the debt securities of that series equally
       and ratably with or senior to all new indebtedness if, as a result of the
       transaction, our properties or assets would become subject to a mortgage,
       pledge, lien, security interest or other encumbrance which would not be
       permitted by the applicable indenture, and

     - we have delivered to the trustee an officers' certificate and opinion of
       counsel, each stating that the transaction complies in all respects with
       the indenture.

     If the conditions described above are satisfied with respect to the debt
securities of any series, we will not need to obtain the approval of the holders
of those debt securities in order to merge or consolidate or to sell our assets.
Also, these conditions will apply only if we wish to merge or consolidate with
another entity or sell our assets substantially as an entirety to another
entity. We will not need to satisfy these conditions if we enter into other
types of transactions, including any transaction in which we acquire the stock
or assets of another entity, any transaction that involves a change of control
of Alexander's, Inc. but in which we do not merge or consolidate and any
transaction in which we sell less than substantially all our assets.

SUBORDINATION PROVISIONS

     Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on those securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior debt, as defined in the
subordinated debt indenture, including all debt securities we have issued and
will issue under the senior debt indenture.

     The subordinated debt indenture defines "senior debt" as the principal of
and premium, if any, and interest on all our indebtedness other than the
subordinated debt securities, whether outstanding on the date of the indenture
or thereafter created, incurred or assumed, which is (a) for money borrowed, (b)
evidenced by a note or similar instrument given in connection with the
acquisition of any businesses, properties or assets of any kind or (c)
obligations of Alexander's, Inc. as lessee under leases required to be
capitalized on the balance sheet of the lessee under accounting principles
generally accepted in the United States of America or leases of property or
assets made as part of any sale and lease-back transaction to which we are a
party. For the purpose of this definition, "interest" includes interest accruing
on or after the filing of any petition in bankruptcy or for reorganization
relating to Alexander's to the extent that the claim for post-petition interest
is allowed in the proceeding. Also for the purpose of this definition,
"indebtedness of Alexander's, Inc." includes indebtedness of others guaranteed
by us and amendments, renewals, extensions, modifications and refundings of any
indebtedness or obligation of the kinds described in the first sentence of this
paragraph. However, "indebtedness of Alexander's, Inc." for the purpose of this
definition, does not include any indebtedness or obligation if the instrument
creating or evidencing the indebtedness or obligation, or under which the
indebtedness or obligation is outstanding, provides that the indebtedness or
obligation is not superior in right of payment to the subordinated debt
securities.

     The subordinated debt indenture provides that, unless all principal of and
any premium or interest on the senior debt has been paid in full, no payment or
other distribution may be made in respect of any subordinated debt securities in
the following circumstances:

     - in the event of any insolvency or bankruptcy proceedings, or any
       receivership, liquidation, reorganization or other similar proceeding
       involving us or our assets,

     - in the event of any liquidation, dissolution or other winding-up of our
       affairs, whether voluntary or involuntary, and whether or not involving
       insolvency or bankruptcy,

                                        23

     - in the event of any assignment for the benefit of creditors or any other
       marshalling of our assets and liabilities,

     - if any of our subordinated debt securities have been declared due and
       payable before their stated maturity, or

     - (a) in the event and during the continuation of any default in the
       payment of principal, premium or interest on any senior debt beyond any
       applicable grace period or if any event of default with respect to any of
       our senior debt has occurred and is continuing, permitting the holders of
       that senior debt or a trustee to accelerate the maturity of that senior
       debt, unless the event of default has been cured or waived or ceased to
       exist and any related acceleration has been rescinded, or (b) if any
       judicial proceeding is pending with respect to a payment default or an
       event of default described in (a).

     If the trustee under the subordinated debt indenture or any holders of the
subordinated debt securities receive any payment or distribution that they know
is prohibited under the subordination provisions, then the trustee or the
holders will have to repay that money to the holders of the senior debt.

     Even if the subordination provisions prevent us from making any payment
when due on the subordinated debt securities of any series, we will be in
default on our obligations under that series if we do not make the payment when
due. This means that the trustee under the subordinated debt indenture and the
holders of that series can take action against us, but they will not receive any
money until the claims of the holders of senior debt have been fully satisfied.

COVENANTS

     The following covenants apply to us with respect to the debt securities of
each series unless otherwise specified in the applicable prospectus supplement.

     Maintenance of Properties.  We must maintain all properties used in our
business in good condition. However, we may discontinue the maintenance or
operation of any of our properties if in our judgment, discontinuance is
desirable in the conduct of our business and is not disadvantageous in any
material respect to the holders of debt securities.

     Existence.  Except as described under "-- Mergers and Similar
Transactions," we must do or cause to be done all things necessary to preserve
and keep in full force and effect our existence, rights and franchises. However,
we are not required to preserve any right or franchise if our board of directors
determines that the preservation of the right or franchise is no longer
desirable in the conduct of our business and that the loss of the right or
franchise is not disadvantageous in any material respect to the holders of the
debt securities.

     Payment of Taxes and Other Claims.  We are required to pay or discharge or
cause to be paid or discharged (a) all taxes, assessments and governmental
charges levied or imposed upon us or any subsidiary or upon our income, profits
or property or the income, profits or property of any subsidiary and (b) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon our property or the property of any subsidiary. We must pay
these taxes and other claims before they become delinquent. However, we are not
required to pay or discharge or cause to be paid or discharged any tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

DEFEASANCE AND COVENANT DEFEASANCE

     The provisions for full defeasance and covenant defeasance described below
apply to each senior and subordinated debt security if so indicated in the
applicable prospectus supplement. In general, we expect these provisions to
apply to each debt security that has a specified currency of U.S. dollars and is
not a floating rate or indexed debt security.

                                        24

     Full Defeasance.  If there is a change in Federal income tax law, as
described below, we can legally release ourselves from all payment and other
obligations on any debt securities. This is called full defeasance. For us to do
so, each of the following must occur:

     - we must deposit in trust for the benefit of all holders of those debt
       securities money in an amount or a combination of money and U.S.
       government or U.S. government agency notes or bonds that will generate
       enough cash to make interest, principal and any other payments on those
       debt securities on their various due dates,

     - (a) no event of default under the indenture may have occurred and be
       continuing and (b) no event of default described in the sixth bullet
       point under "-- Default, Remedies and Waiver of Default -- Events of
       Default" may have occurred and be continuing at any time during the 90
       days following the deposit in trust,

     - there must be a change in current Federal income tax law or an IRS ruling
       that lets us make the above deposit without causing the holders to be
       taxed on those debt securities any differently than if we did not make
       the deposit and just repaid those debt securities ourselves. Under
       current Federal income tax law, the deposit and our legal release from
       your debt security would be treated as though we took back your debt
       security and gave you your share of the cash and notes or bonds deposited
       in trust. In that event, you could recognize gain or loss on your debt
       security, and

     - we must deliver to the trustee a legal opinion of our counsel confirming
       the Federal income tax law change described above.

     If we ever fully defeased your debt security, you would have to rely solely
on the trust deposit for payments on your debt security. You would not be able
to look to us for payment if there was any shortfall.

     Covenant Defeasance.  Under current Federal income tax law, we can make the
same type of deposit described above and be released from the restrictive
covenants relating to your debt security listed in the bullets below and any
additional restrictive covenants that may be described in your prospectus
supplement. This is called covenant defeasance. In that event, you would lose
the protection of those restrictive covenants. In order to achieve covenant
defeasance for any debt securities, we must take the same steps as are required
for defeasance.

     If we accomplish covenant defeasance with regard to your debt security, the
following provisions of the applicable indenture and your debt security would no
longer apply:

     - the requirement to secure the debt securities equally and ratably with
       all new indebtedness in the event of a consolidation,

     - the covenants regarding existence, maintenance of properties, payment of
       taxes and other claims,

     - any additional covenants that your prospectus supplement states are
       applicable to your debt security, and

     - the events of default resulting from a breach of covenants, described
       below in the fourth, fifth and seventh bullet points under "-- Default,
       Remedies and Waiver of Default -- Events of Default."

     If we accomplish covenant defeasance on your debt security, we must still
repay your debt security if there is any shortfall in the trust deposit. You
should note, however, that if one of the remaining events of default occurred,
such as our bankruptcy, and your debt security became immediately due and
payable, there may be a shortfall. Depending on the event causing the default,
you may not be able to obtain payment of the shortfall.

DEFAULT, REMEDIES AND WAIVER OF DEFAULT

     You will have special rights if an event of default, with respect to your
series of debt securities, occurs and is continuing, as described in this
subsection.

                                        25

     Events of Default.  Unless your prospectus supplement says otherwise, when
we refer to an event of default with respect to any series of debt securities,
we mean any of the following:

     - we do not pay interest on any debt security of that series within 30 days
       after the due date,

     - we do not pay the principal or any premium of any debt security of that
       series on the due date,

     - we do not deposit a sinking fund payment with regard to any debt security
       of that series on the due date, but only if the payment is required under
       the applicable prospectus supplement,

     - we remain in breach of any covenant we make in the indenture for the
       benefit of the relevant series for 60 days after we receive a written
       notice of default stating that we are in breach and requiring us to
       remedy the breach. The notice must be sent by the trustee or the holders
       of at least 10% in principal amount of the relevant series of debt
       securities,

     - we do not pay an indebtedness of $50,000,000 or more in principal amount
       outstanding when due after the expiration of any applicable grace period,
       or we default on an indebtedness of this amount resulting in acceleration
       of the indebtedness, in either case, within ten days after written notice
       of the default is sent to us. The notice must be sent by the trustee or
       the holders of at least 10% in principal amount of the relevant series of
       debt securities,

     - we file for bankruptcy, or

     - if your prospectus supplement states that any additional event of default
       applies to the series, that event of default occurs.

  REMEDIES IF AN EVENT OF DEFAULT OCCURS

     If you are the holder of a subordinated debt security, all the remedies
available upon the occurrence of an event of default under the subordinated debt
indenture will be subject to the restrictions on the subordinated debt
securities described above under "-- Subordination Provisions."

     If an event of default has occurred with respect to any series of debt
securities and has not been cured or waived, the trustee or the holders of not
less than 25% in principal amount of outstanding debt securities of that series
may declare the entire principal amount of the debt securities of that series to
be due immediately.

     Each of the situations described above is called an acceleration of the
maturity of the affected series of debt securities. If the maturity of any
series is accelerated, a judgment for payment has not yet been obtained, we pay
or deposit with the trustee an amount sufficient to pay all amounts due on the
securities of the series, and all events of default with respect to the series,
other than the nonpayment of the accelerated principal, have been cured or
waived, then the holders of a majority in principal amount of the outstanding
debt securities of that series may cancel the acceleration for the entire
series.

     If an event of default occurs, the trustee will have special duties. In
that situation, the trustee will be obligated to use those of its rights and
powers under the relevant indenture, and to use the same degree of care and
skill in doing so, that a prudent person would use in that situation in
conducting his or her own affairs.

     Except as described in the prior paragraph, the trustee is not required to
take any action under the relevant indenture at the request of any holders
unless the holders offer the trustee reasonable protection from expenses and
liability. This is called an indemnity. If the trustee is provided with an
indemnity reasonably satisfactory to it, the holders of a majority in principal
amount of all debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee with respect to that series. These majority
holders may also direct the trustee in performing any other action under the
applicable indenture with respect to the debt securities of that series.

                                        26

     Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to any debt security, all of the following must occur:

     - the holder of your debt security must give the trustee written notice of
       a continuing event of default,

     - the holders of not less than 25% in principal amount of all debt
       securities of your series must make a written request that the trustee
       take action because of the default, and they or other holders must offer
       to the trustee indemnity reasonably satisfactory to the trustee against
       the cost and other liabilities of taking that action,

     - the trustee must not have taken action for 60 days after the above steps
       have been taken, and

     - during those 60 days, the holders of a majority in principal amount of
       the debt securities of your series must not have given the trustee
       directions that are inconsistent with the written request of the holders
       of not less than 25% in principal amount of the debt securities of your
       series.

     You are entitled at any time, however, to bring a lawsuit for the payment
of money due on your debt security on or after its due date.

     Waiver of Default.  The holders of not less than a majority in principal
amount of the outstanding debt securities of a series may waive a default for
all debt securities of that series. If this happens, the default will be treated
as if it has not occurred. No one can waive a payment default on your debt
security or a covenant or provision of the indenture that cannot be modified or
amended without the consent of the holder of each outstanding debt security of
the series, however, without the approval of the particular holder of that debt
security.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how to give notice or direction to, or make a request of, the
trustee and how to declare or cancel an acceleration of the maturity. Book-entry
and other indirect owners are described below under "Legal Ownership and
Book-Entry Issuance."

CHANGES OF THE INDENTURES REQUIRING EACH HOLDER'S APPROVAL

     There are certain changes that cannot be made without the approval of each
holder of a debt security affected by the change under a particular indenture.
Here is a list of those types of changes:

     - changes to the stated maturity for any principal or interest payment on a
       debt security,

     - reduction of the principal amount or the interest rate or the premium
       payable upon the redemption of any debt security,

     - reduction of the amount of principal of an original issue discount
       security or any other debt security payable upon acceleration of its
       maturity,

     - changes to the currency of any payment on a debt security,

     - changes to the place of payment on a debt security,

     - impairment of a holder's right to sue for payment of any amount due on
       its debt security,

     - reduction of the percentage in principal amount of the debt securities of
       any series, the approval of whose holders is needed to change the
       applicable indenture or those debt securities,

     - reduction of the percentage in principal amount of the debt securities of
       any series, the consent of whose holders is needed to waive our
       compliance with the applicable indenture or to waive defaults, and

     - changes to the provisions of the applicable indenture dealing with
       modification and waiver in any other respect, except to increase any
       required percentage referred to above or to add to the provisions that
       cannot be changed or waived without approval of the holder of each
       affected debt security.

                                        27

MODIFICATION OF SUBORDINATION PROVISIONS

     We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities without the written consent of
each holder of senior debt then outstanding who would be adversely affected. In
addition, we may not modify the subordination provisions of the subordinated
debt indenture in a manner that would adversely affect the outstanding
subordinated debt securities of any one or more series in any material respect,
without the consent of the holders of a majority in aggregate principal amount
of all affected series, voting together as one class.

CHANGES OF THE INDENTURES NOT REQUIRING APPROVAL

     Another type of change does not require any approval by holders of the debt
securities of an affected series. These changes are limited to clarifications
and changes that would not adversely affect the debt securities of that series
in any material respect. Nor do we need any approval to make changes that affect
only debt securities to be issued under the applicable indenture after the
changes take effect.

     We also may make changes or obtain waivers that do not adversely affect a
particular debt security, even if they affect other debt securities. In those
cases, we do not need to obtain the approval of the holder of the unaffected
debt security, we need only obtain any required approvals from the holders of
the affected debt securities.

CHANGES OF THE INDENTURES REQUIRING MAJORITY APPROVAL

     Any other change to a particular indenture and the debt securities issued
under that indenture would require the following approval:

     - if the change affects only the debt securities of a particular series, it
       must be approved by the holders of a majority in principal amount of the
       debt securities of that series, or

     - if the change affects the debt securities of more than one series of debt
       securities issued under the applicable indenture, it must be approved by
       the holders of a majority in principal amount of each series affected by
       the change.

In each case, the required approval must be given by written consent.

     The same majority approval would be required for us to obtain a waiver of
any of our covenants in either indenture. Our covenants include the promises we
make about merging and similar transactions, which we describe above under
"-- Mergers and Similar Transactions." If the requisite holders approve a waiver
of a covenant, we will not have to comply with it. The holders, however, cannot
approve a waiver of any provision in a particular debt security, or in the
applicable indenture as it affects that debt security, that we cannot change
without the approval of the holder of that debt security as described above in
"-- Changes of the Indentures Requiring Each Holder's Approval," unless that
holder approves the waiver.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how approval may be granted or denied if we seek to change an
indenture or any debt securities or request a waiver.

SPECIAL RULES FOR ACTION BY HOLDERS

     When holders take any action under either debt indenture, such as giving a
notice of default, declaring an acceleration, approving any change or waiver or
giving the trustee an instruction, we will apply the following rules:

  ONLY OUTSTANDING DEBT SECURITIES ARE ELIGIBLE

     Only holders of outstanding debt securities of the applicable series will
be eligible to participate in any action by holders of debt securities of that
series. Also, we will count only outstanding debt securities in

                                        28

determining whether the various percentage requirements for taking action have
been met. For these purposes, a debt security will not be "outstanding":

     - if it has been surrendered for cancellation or cancelled,

     - if we have deposited or set aside, in trust for its holder, money for its
       payment or redemption,

     - if we have fully defeased it as described above under "-- Defeasance and
       Covenant Defeasance -- Full Defeasance,"

     - if it has been exchanged for other debt securities of the same series due
       to mutilation, destruction, loss or theft, or

     - if we or one of our affiliates is the owner, unless the debt security is
       pledged under certain circumstances described in the indenture.

ELIGIBLE PRINCIPAL AMOUNT OF SOME DEBT SECURITIES

     In some situations, we may follow special rules in calculating the
principal amount of a debt security that is to be treated as outstanding for the
purposes described above. This may happen, for example, if the principal amount
is payable in a non-U.S. dollar currency, increases over time or is not to be
fixed until maturity.

     For any debt security of the kind described below, we will decide how much
principal amount to attribute to the debt security as follows:

     - for an original issue discount debt security, we will use the principal
       amount that would be due and payable on the action date if the maturity
       of the debt security were accelerated to that date because of a default,

     - for a debt security whose principal amount is not determinable, we will
       use any amount that we indicate in the applicable prospectus supplement
       for that debt security. The principal amount of a debt security may not
       be determinable, for example, because it is based on an index that
       changes from time to time and the principal amount is not to be
       determined until a later date, or

     - for debt securities with a principal amount denominated in one or more
       non-U.S. dollar currencies or currency units, we will use the U.S. dollar
       equivalent, which we will determine.

  DETERMINING RECORD DATES FOR ACTION BY HOLDERS

     We generally will be entitled to set any day as a record date for the
purpose of determining the holders that are entitled to take action under either
indenture. In certain limited circumstances, only the trustee will be entitled
to set a record date for action by holders. If we or the trustee set a record
date for an approval or other action to be taken by holders, that vote or action
may be taken only by persons or entities who are holders on the record date and
must be taken during the period that we specify for this purpose, or that the
trustee specifies if it sets the record date. We or the trustee, as applicable,
may shorten or lengthen this period from time to time. This period, however, may
not extend beyond the 180th day after the record date for the action. In
addition, record dates for any global debt security may be set in accordance
with procedures established by the depositary from time to time. Accordingly,
record dates for global debt securities may differ from those for other debt
securities.

FORM, EXCHANGE AND TRANSFER OF DEBT SECURITIES

     Unless we indicate otherwise in your prospectus supplement, the debt
securities will be issued:

     - only in fully registered form, and

     - in denominations of $1,000 and integral multiples of $1,000.

     Holders may exchange their debt securities for debt securities of the same
series in any authorized denominations, as long as the total principal amount is
not changed.

                                        29

     Holders may exchange or transfer their debt securities at the corporate
trust office of the trustee. They may also replace lost, stolen, destroyed or
mutilated debt securities at that office. We have appointed the trustee to act
as our agent for registering debt securities in the names of holders and
transferring and replacing debt securities.

     Holders will not be required to pay a service charge to transfer or
exchange their debt securities, but they may be required to pay for any tax or
other governmental charge associated with the registration, exchange or
transfer. The transfer or exchange, and any replacement, will be made only if
our transfer agent is satisfied with the holder's proof of legal ownership. The
transfer agent may require an indemnity before replacing any debt securities.

     If a debt security is issued as a global debt security, only the
depositary, e.g., DTC, Euroclear and Clearstream, will be entitled to transfer
and exchange the debt security as described in this subsection, since the
depositary will be the sole holder of the debt security.

     The rules for exchange described above apply to exchange of debt securities
for other debt securities of the same series and kind.

PAYMENT MECHANICS FOR DEBT SECURITIES

  WHO RECEIVES PAYMENT?

     If interest is due on a debt security on an interest payment date, we will
pay the interest to the person in whose name the debt security is registered at
the close of business on that regular record date as described below under
"-- Payment and Record Dates for Interest." If interest is due at maturity but
on a day that is not an interest payment date, we will pay the interest to the
person entitled to receive the principal of the debt security. If principal or
another amount besides interest is due on a debt security at maturity, we will
pay the amount to the holder of the debt security against surrender of the debt
security at a proper place of payment or, in the case of a global debt security,
in accordance with the applicable policies of the depositary, e.g., DTC,
Euroclear and Clearstream, as applicable.

  PAYMENT AND RECORD DATES FOR INTEREST

     The regular record date relating to an interest payment date for any
floating rate debt security will be the 15th calendar day before that interest
payment date. These record dates will apply regardless of whether a particular
record date is a "business day," as defined below. For the purpose of
determining the holder at the close of business on a regular record date when
business is not being conducted, the close of business will mean 5:00 P.M., New
York City time, on that day.

     Business Day.  The term "business day" means, with respect to the debt
securities of a series, a Monday, Tuesday, Wednesday, Thursday or Friday that is
not a day on which banking institutions in the place of payment for the debt
securities of that series are authorized or obligated by law or executive order
to close and that satisfies any other criteria specified in the applicable
prospectus supplement.

  HOW WE WILL MAKE PAYMENTS DUE IN U.S. DOLLARS

     We will follow the practice described in this subsection when paying
amounts due in U.S. dollars. Payments of amounts due in other currencies will be
made as described in the next subsection.

     Payments on Global Debt Securities.  We will make payments on a global debt
security in accordance with the applicable policies of the depositary as in
effect from time to time. Under those policies, we will make payments directly
to the depositary, or its nominee, and not to any indirect owners who own
beneficial interests in the global debt security. An indirect owner's right to
receive those payments will be governed by the rules and practices of the
depositary and its participants, as described below in the section entitled
"Legal Ownership and Book-Entry Issuance -- What Is a Global Security?"

     Payments on Non-Global Debt Securities.  We will make payments on a debt
security in non-global, registered form as follows. We will pay interest that is
due on an interest payment date by check mailed on the
                                        30

interest payment date to the holder at his or her address shown on the trustee's
records as of the close of business on the regular record date. We will make all
other payments by check to the paying agent described below, against surrender
of the debt security. All payments by check will be made in next-day funds,
i.e., funds that become available on the day after the check is cashed.

     Alternatively, if a non-global debt security has a face amount of at least
$1,000,000 and the holder asks us to do so, we will pay any amount that becomes
due on the debt security by wire transfer of immediately available funds to an
account at a bank in New York City, on the due date. To request a wire payment,
the holder must give the paying agent appropriate wire transfer instructions at
least five business days before the requested wire payment is due. In the case
of any interest payment due on an interest payment date, the instructions must
be given by the person or entity who is the holder on the relevant regular
record date. In the case of any other payment, payment will be made only after
the debt security is surrendered to the paying agent. Any wire instructions,
once properly given, will remain in effect unless and until new instructions are
given in the manner described above.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how they will receive payments on their debt securities.

  HOW WE WILL MAKE PAYMENTS DUE IN OTHER CURRENCIES

     We will follow the practice described in this subsection when paying
amounts that are due in a specified currency other than U.S. dollars.

     Payments on Global Debt Securities.  We will make payments on a global debt
security in accordance with the applicable policies of the depositary as in
effect from time to time, which will be DTC, Euroclear or Clearstream. Unless we
specify otherwise in the applicable prospectus supplement, DTC will be the
depositary for all debt securities in global form. We understand that DTC's
policies, as currently in effect, are as follows.

     Unless otherwise indicated in your prospectus supplement, if you are an
indirect owner of global debt securities denominated in a specified currency
other than U.S. dollars and if you have the right to elect to receive payments
in that other currency and do so elect, you must notify the participant through
which your interest in the global debt security is held of your election:

     - on or before the applicable regular record date, in the case of a payment
       of interest, or

     - on or before the 16th day before the stated maturity, or any redemption
       or repayment date, in the case of payment of principal or any premium.

     Your participant must, in turn, notify DTC of your election on or before
the third DTC business day after that regular record date, in the case of a
payment of interest, and on or before the 12th DTC business day prior to the
stated maturity, or on the redemption or repayment date if your debt security is
redeemed or repaid earlier, in the case of a payment of principal or any
premium.

     DTC, in turn, will notify the paying agent of your election in accordance
with DTC's procedures.

     If complete instructions are received by the participant and forwarded by
the participant to DTC, and by DTC to the paying agent, on or before the dates
noted above, the paying agent, in accordance with DTC's instructions, will make
the payments to you or your participant by wire transfer of immediately
available funds to an account maintained by the payee with a bank located in the
country issuing the specified currency or in another jurisdiction acceptable to
us and the paying agent.

     If the foregoing steps are not properly completed, we expect DTC to inform
the paying agent that payment is to be made in U.S. dollars. In that case, we or
our agent will convert the payment to U.S. dollars in the manner described below
under "-- Conversion to U.S. Dollars." We expect that we or our agent will then
make the payment in U.S. dollars to DTC, and that DTC in turn will pass it along
to its participants.

     Indirect owners of a global debt security denominated in a currency other
than U.S. dollars should consult their banks or brokers for information on how
to request payment in the specified currency.

                                        31

     Payments on Non-Global Debt Securities.  Except as described in the last
paragraph under this heading, we will make payments on debt securities in
non-global form in the applicable specified currency. We will make these
payments by wire transfer of immediately available funds to any account that is
maintained in the applicable specified currency at a bank designated by the
holder and which is acceptable to us and the trustee. To designate an account
for wire payment, the holder must give the paying agent appropriate wire
instructions at least five business days before the requested wire payment is
due. In the case of any interest payment due on an interest payment date, the
instructions must be given by the person or entity who is the holder on the
regular record date. In the case of any other payment, the payment will be made
only after the debt security is surrendered to the paying agent. Any
instructions, once properly given, will remain in effect unless and until new
instructions are properly given in the manner described above.

     If a holder fails to give instructions as described above, we will notify
the holder at the address in the trustee's records and will make the payment
within five business days after the holder provides appropriate instructions.
Any late payment made in these circumstances will be treated under the
applicable indenture as if made on the due date, and no interest will accrue on
the late payment from the due date to the date paid.

     Although a payment on a debt security in non-global form may be due in a
specified currency other than U.S. dollars, we will make the payment in U.S.
dollars if the holder asks us to do so. To request U.S. dollar payment, the
holder must provide appropriate written notice to the trustee at least five
business days before the next due date for which payment in U.S. dollars is
requested. In the case of any interest payment due on an interest payment date,
the request must be made by the person or entity who is the holder on the
regular record date. Any request, once properly made, will remain in effect
unless and until revoked by notice properly given in the manner described above.

     Book-entry and other indirect owners of a debt security with a specified
currency other than U.S. dollars should contact their banks or brokers for
information about how to receive payments in the specified currency or in U.S.
dollars.

     Conversion to U.S. Dollars.  When we are asked by a holder to make payments
in U.S. dollars of an amount due in another currency, either on a global debt
security or a non-global debt security as described above, the exchange rate
agent described below will calculate the U.S. dollar amount the holder receives
in the exchange rate agent's discretion.

     A holder that requests payment in U.S. dollars will bear all associated
currency exchange costs, which will be deducted from the payment.

     When the Specified Currency Is Not Available.  If we are obligated to make
any payment in a specified currency other than U.S. dollars, and the specified
currency or any successor currency is not available to us due to circumstances
beyond our control, such as the imposition of exchange controls or a disruption
in the currency markets, we will be entitled to satisfy our obligation to make
the payment in that specified currency by making the payment in U.S. dollars, on
the basis of the exchange rate determined by the exchange rate agent described
below, in its discretion.

     The foregoing will apply to any debt security, whether in global or
non-global form, and to any payment, including a payment at maturity. Any
payment made under the circumstances and in a manner described above will not
result in a default under any debt security or the applicable indenture.

     The Euro.  The euro may be a specified currency for some debt securities.
On January 1, 1999, the euro became the legal currency for the 11 member states
participating in the European Economic and Monetary Union.

     Exchange Rate Agent.  If we issue a debt security in a specified currency
other than U.S. dollars, we will appoint a financial institution to act as the
exchange rate agent and will name the institution initially appointed when the
debt security is originally issued in the applicable prospectus supplement. We
may change the exchange rate agent from time to time after the original issue
date of the debt security without your consent and without notifying you of the
change.

                                        32

     All determinations made by the exchange rate agent will be in its sole
discretion unless we state in the applicable prospectus supplement that any
determination requires our approval. In the absence of manifest error, those
determinations will be conclusive for all purposes and binding on you and us,
without any liability on the part of the exchange rate agent.

  PAYMENT WHEN OFFICES ARE CLOSED

     If any payment is due on a debt security on a day that is not a business
day, we will make the payment on the next day that is a business day. Payments
postponed to the next business day in this situation will be treated under the
applicable indenture as if they were made on the original due date. Postponement
of this kind will not result in a default under any debt security or the
applicable indenture, and no interest will accrue on the postponed amount from
the original due date to the next day that is a business day. The term business
day has a special meaning, which we describe above under "-- Payment and Record
Dates for Interest."

  PAYING AGENT

     We may appoint one or more financial institutions to act as our paying
agents, at whose designated offices debt securities in non-global entry form may
be surrendered for payment at their maturity. We call each of those offices a
paying agent. We may add, replace or terminate paying agents from time to time.

     We also may choose to act as our own paying agent. Initially, we have
appointed the trustee, at its corporate trust office in New York City, as the
paying agent. We must notify the trustee of changes in the paying agents.

NOTICES

     Notices to be given to holders of a global debt security will be given only
to the depositary, in accordance with its applicable policies as in effect from
time to time. Notices to be given to holders of debt securities not in global
form will be sent by mail to the respective addresses of the holders as they
appear in the trustee's records. Neither the failure to give any notice to a
particular holder, nor any defect in a notice given to a particular holder, will
affect the sufficiency of any notice given to another holder.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how they will receive notices.

OUR RELATIONSHIP WITH THE TRUSTEE

     The Bank of New York has provided commercial banking and other services for
us and our affiliates in the past and may do so in the future.

     The Bank of New York is initially serving as the trustee for our senior
debt securities and subordinated debt securities. Consequently, if an actual or
potential event of default occurs with respect to any of these securities, the
trustee may be considered to have a conflicting interest for purposes of the
Trust Indenture Act of 1939. In that case, the trustee may be required to resign
under one or more of the indentures, and we would be required to appoint a
successor trustee. For this purpose, a "potential" event of default means an
event that would be an event of default if the requirements for giving us
default notice or for the default having to exist for a specific period of time
were disregarded.

                                        33

                          DESCRIPTION OF CAPITAL STOCK

     The following descriptions are summaries of the material terms and
provisions of our preferred stock and our common stock contained in our
certificate of incorporation and our by-laws. Copies of our certificate of
incorporation and the by-laws are exhibits to the registration statement of
which this prospectus is a part. See "Available Information" for information on
how to obtain copies of our certificate of incorporation and by-laws.

     The certificate of incorporation authorizes the issuance of up to
26,000,000 shares of capital stock, consisting of 10,000,000 shares of common
stock, $1.00 par value per share (the "common stock"), 3,000,000 shares of
preferred stock, $1.00 par value per share (the "preferred stock") and
13,000,000 shares of excess stock, $1.00 par value per share (the "excess
stock"). As of October 31, 2003, 5,173,450 and 5,000,850 shares of common stock
were issued and outstanding, respectively. No shares of preferred stock or
shares of excess stock are issued and outstanding as of the date of this
prospectus.

DESCRIPTION OF PREFERRED STOCK

     The following description of the material terms of our preferred stock is
only a summary and is qualified in its entirety by reference to the provisions
of our certificate of incorporation and the certificate of designations relating
to each series of the preferred stock (the "certificate of designations"), which
will be filed as an exhibit to or incorporated by reference in the registration
statement of which this prospectus is a part, at or prior to the time of
issuance of such series of the preferred stock. The particular terms of any
series of preferred stock will be described in the applicable prospectus
supplement, which will supplement the information below.

  GENERAL

     The preferred stock authorized by our certificate of incorporation may be
issued from time to time in one or more series in the amounts and with the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as may be fixed by our board of directors. The
preferred stock, upon issuance against full payment of the applicable purchase
price, will be fully paid and nonassessable. The liquidation preference is not
indicative of the price at which the shares of preferred stock will actually
trade on or after the date of issuance. Under certain circumstances, the
issuance of preferred stock could have the effect of delaying, deferring or
preventing a change of control of our company and may adversely affect the
voting and other rights of the holders of common stock. See "Risk Factors -- Our
Organizational and Financial Structure Gives Rise to Operational and Financial
Risks. -- Limits on changes in control may discourage takeover attempts
beneficial to stockholders." The certificate of incorporation authorizes our
board of directors to classify or reclassify, in one or more series, any
unissued shares of preferred stock and to reclassify any unissued shares of any
series of preferred stock by setting or changing the designations, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
distributions, qualifications and terms and conditions of redemption of the
preferred stock.

     The preferred stock shall have the dividend, liquidation, redemption and
voting rights described below, as supplemented by the applicable prospectus
supplement relating to each particular series of preferred stock. The applicable
prospectus supplement will describe the following terms of the series of
preferred stock:

     - the title of the preferred stock and the number of shares offered,

     - the amount of liquidation preference per share,

     - the initial public offering price at which the shares of preferred stock
       will be issued,

     - the dividend rate or method of calculation, the dates on which dividends
       will be payable and the dates from which dividends will commence to
       accumulate, if any,

     - any redemption or sinking fund provisions,

     - any conversion or exchange rights,

                                        34

     - any additional voting, dividend, liquidation, redemption, sinking fund
       and other rights, preferences, limitations and restrictions,

     - any listing of the preferred stock on any securities exchange,

     - the relative ranking and preferences of such preferred stock as to
       dividend rights and rights upon our liquidation, dissolution or
       winding-up of our affairs,

     - any limitations on issuance of any series of preferred stock ranking
       senior to or equally with the series of preferred stock as to dividend
       rights and rights upon our liquidation, dissolution or winding-up,

     - any limitations on direct or beneficial ownership and restrictions on
       transfer as may be appropriate to preserve our status as a REIT or to
       preserve our net operating loss carryovers and

     - any other specific terms, preferences or rights of, or limitations or
       restrictions on, the preferred stock.

     The applicable prospectus supplement also may include a discussion of
Federal income tax considerations applicable to the preferred stock.

  RANKING

     With respect to dividend rights and rights upon liquidation, dissolution
and winding-up, the preferred stock will rank senior to our common stock and
excess stock, other than certain excess stock resulting from the conversion of
preferred stock and to all other classes and series of our equity securities now
or later authorized, issued or outstanding, other than any classes or series of
our equity securities which by their terms specifically rank equal or senior to
the preferred stock as to dividend rights and rights upon our liquidation,
dissolution or winding-up. We refer to the common stock and the other classes
and series of equity securities to which the shares of preferred stock rank
senior as to dividend rights and rights upon our liquidation, dissolution or
winding-up of as the "junior stock," we refer to our equity securities that by
their terms rank equal to the shares of preferred stock as the "parity stock,"
and we refer to our equity securities that by their terms rank senior to the
shares of preferred stock as the "senior stock." The shares of preferred stock
are junior to all our outstanding debt. We may create and issue senior stock,
parity stock and junior stock to the extent not expressly prohibited by our
certificate of incorporation.

  DIVIDENDS

     Holders of our preferred stock are entitled to receive, when, as and if
declared by our board of directors, out of our assets legally available for
payment, dividends, or distributions in cash, property or other assets of our
company or in securities of our company or from any other source as our board of
directors in its discretion determines and at the dates and annual rate as
described in the applicable prospectus supplement. This rate may be fixed or
variable or both. Each authorized dividend is payable to holders of record as
they appear at the close of business on the books of our company on the record
date, not more than 90 calendar days preceding the payment date, as determined
by our board of directors.

     These dividends may be cumulative or noncumulative, as described in the
applicable prospectus supplement. If dividends on a series of preferred stock
are noncumulative and if our board of directors fails to authorize a dividend in
respect of a dividend period with respect to that series, then holders of those
shares of preferred stock will have no right to receive a dividend in respect of
that dividend period, and we will have no obligation to pay the dividend for
that period, whether or not dividends are authorized on any future dividend
payment dates. If dividends of a series of preferred stock are cumulative, the
dividends on those shares will accrue from and after the date stated in the
applicable prospectus supplement.

     No full dividends shall be authorized or paid or set apart for payment on
preferred stock of any series ranking, as to dividends, equally with or junior
to the series of preferred stock offered by the applicable prospectus supplement
for any period unless full dividends for the immediately preceding dividend
period on the preferred stock, including any accumulation in respect of unpaid
dividends for prior dividend periods, if dividends on the preferred stock are
cumulative, have been or contemporaneously are authorized and paid or authorized
and a sum sufficient for payment is set apart for payment. When dividends are
not paid in full, or a
                                        35

sum sufficient for full payment is not set apart, upon the preferred stock
offered by the applicable prospectus supplement and any other preferred stock
ranking equally as to dividends with those shares of preferred stock, dividends
upon those shares of preferred stock and dividends on the other preferred stock
must be authorized proportionately so that the amount of dividends authorized
per share on those shares of preferred stock and the other preferred stock in
all cases bear to each other the same ratio that accrued dividends for the
then-current dividend period per share on those shares of preferred stock,
including any accumulation in respect of unpaid dividends for prior dividend
periods, if dividends on those shares of preferred stock are cumulative, and
accrued dividends, including required or permitted accumulations, if any, on
shares of the other preferred stock, bear to each other. No interest, or sum of
money in lieu of interest, will be payable in respect of any dividend payment(s)
on shares of preferred stock that are in arrears. Unless full dividends on the
series of preferred stock offered by the applicable prospectus supplement have
been authorized and paid or set apart for payment for the immediately preceding
dividend period, including any accumulation in respect of unpaid dividends for
prior dividend periods, if dividends are cumulative:

     - no cash dividend or distribution, other than in shares of junior stock,
       may be authorized, set aside or paid on the junior stock,

     - we may not, directly or indirectly, repurchase, redeem or otherwise
       acquire any shares of junior stock, or pay any money into a sinking fund
       for the redemption of any shares, except by conversion into or exchange
       for junior stock, and

     - we may not, directly or indirectly, repurchase, redeem or otherwise
       acquire any preferred stock or parity stock, or pay any money into a
       sinking fund for the redemption of any shares, otherwise than in
       accordance with proportionate offers to purchase or a concurrent
       redemption of all, or a proportionate portion, of the outstanding
       preferred stock and shares of parity stock, except by conversion into or
       exchange for junior stock.

     Any dividend payment made on a series of preferred stock will first be
credited against the earliest accrued but unpaid dividend due with respect to
shares of the series.

  REDEMPTION

     The terms, if any, on which shares of preferred stock of any series may be
redeemed will be described in the applicable prospectus supplement.

  LIQUIDATION

     If we voluntarily or involuntarily liquidate, dissolve or wind up our
affairs, the holders of a series of preferred stock will be entitled, subject to
the rights of creditors, but before any distribution or payment to the holders
of our common stock, excess stock, other than certain shares of excess stock
resulting from the conversion of shares of preferred stock, or any junior stock,
to receive a liquidating distribution in the amount of the liquidation
preference per share stated in the applicable prospectus supplement plus accrued
and unpaid dividends for the then-current dividend period, including any
accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on such series of preferred stock are cumulative. If the amounts
available for distribution with respect to our preferred stock and all other
outstanding parity stock are not sufficient to satisfy the full liquidation
rights of all the outstanding shares of preferred stock and parity stock, then
the holders of each series of the stock will share ratably in the distribution
of assets in proportion to the full preferential amount, which in the case of
preferred stock may include accumulated dividends, to which they are entitled.
After payment of the full amount of the liquidation distribution, the holders of
preferred stock will not be entitled to any further participation in any
distribution of assets by us.

  VOTING

     Unless provided in the applicable prospectus supplement or as required by
applicable law, holders of shares of preferred stock will have no voting rights.

                                        36

  NO OTHER RIGHTS

     The shares of a series of preferred stock will not have any preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, and terms and conditions of
redemption except as described above or in the applicable prospectus supplement,
our certificate of incorporation and in the applicable certificate of
designations or as otherwise required by law.

  TRANSFER AGENT AND REGISTRAR

     The transfer agent for each series of preferred stock will be described in
the related prospectus supplement.

  RESTRICTIONS ON OWNERSHIP OF PREFERRED STOCK

     The Preferred Stock Beneficial Ownership Limit.  Our certificate of
incorporation contains a number of provisions that restrict the ownership and
transfer of shares and are designed to protect us against an inadvertent loss of
REIT status. In order to maintain our qualification as a REIT under the Internal
Revenue Code, not more than 50% in value of our outstanding shares of capital
stock may be owned, directly or constructively, by five or fewer individuals at
any time during the last half of a taxable year, and the shares of capital stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months, or during a proportionate part of a shorter taxable
year. The Internal Revenue Code defines "individuals" to include some entities
for the purposes of the preceding sentence. All references to a holder's
ownership of preferred stock in this section assumes application of the
applicable attribution rules of the Internal Revenue Code under which, for
example, a holder is deemed to own shares owned by his or her spouse.

     Our certificate of incorporation contains a limitation that restricts
stockholders from owning more than 9.9% of the outstanding shares of preferred
stock of any series (the "preferred stock beneficial ownership limit").
Investors should be aware that events other than a purchase or other transfer of
preferred stock may result in ownership, under the applicable attribution rules
of the Internal Revenue Code, of preferred stock in excess of the preferred
stock beneficial ownership limit. The attribution rules which apply for purposes
of the common stock beneficial ownership limit also apply for purposes of the
preferred stock beneficial ownership limit. For more information about these
attribution rules, see "Description of Common Stock -- Restrictions on
Ownership -- Attribution Rules." You should consult your own tax advisors
concerning the application of the attribution rules of the Internal Revenue Code
in your particular circumstances.

     The Constructive Ownership Limit.  Holders of preferred stock also are
subject to the constructive ownership limit, which restricts them from owning,
under the applicable attribution rules of the Internal Revenue Code, more than
9.9% of the outstanding shares of preferred stock of any series. See
"Description of Common Stock -- Restrictions on Ownership -- The Constructive
Ownership Limit" below for more information about the constructive ownership
limit.

     The attribution rules of the Internal Revenue Code that apply for purposes
of the constructive ownership limit differ from those that apply for purposes of
the preferred stock beneficial ownership limit. See "Description of Common
Stock -- Restrictions on Ownership -- The Constructive Ownership Limit" for more
information about these attribution rules. Investors should be aware that under
the applicable attribution rules of the Internal Revenue Code, events other than
a purchase or other transfer of preferred stock may result in ownership of
preferred stock in excess of the constructive ownership limit. We urge investors
to consult their own tax advisors concerning the application of the attribution
rules of the Internal Revenue Code in their particular circumstances.

     Issuance of Excess Stock if the Ownership Limits Are Violated.  Our
certificate of incorporation provides that a transfer of shares of preferred
stock that would otherwise result in ownership, under the applicable attribution
rules of the Internal Revenue Code, of preferred stock in excess of the
preferred stock beneficial ownership limit or the constructive ownership limit,
or which would cause the shares of capital stock of Alexander's to be
beneficially owned by fewer than 100 persons, will have no effect and the
purported

                                        37

transferee will acquire no rights or economic interest in such preferred stock.
In addition, preferred stock that would otherwise be owned, under the applicable
attribution rules of the Internal Revenue Code, in excess of the preferred stock
beneficial ownership limit or the constructive ownership limit will be
automatically exchanged for shares of excess stock. These shares of excess stock
will be transferred, by operation of law, to us as trustee of a trust for the
exclusive benefit of a beneficiary designated by the purported transferee or
purported holder. While held in trust, the trustee shall vote the shares of
excess stock in the same proportion as the holders of the outstanding shares of
preferred stock have voted. Any dividends or distributions received by the
purported transferee or other purported holder of the excess stock before our
discovery of the automatic exchange for shares of excess stock must be repaid to
us upon demand.

     If the purported transferee or purported holder elects to designate a
beneficiary of an interest in the trust with respect to the excess stock, he or
she may only designate a person whose ownership of the shares will not violate
the preferred stock beneficial ownership limit or the constructive ownership
limit. When the designation is made, the excess stock will be automatically
exchanged for preferred stock of the same class as the preferred stock that were
originally exchanged for the excess shares. Our certificate of incorporation
contains provisions designed to ensure that the purported transferee or other
purported holder of the shares of excess stock may not receive, in return for
transferring an interest in the trust with respect to the excess stock, an
amount that reflects any appreciation in the shares of preferred stock for which
the shares of excess stock were exchanged during the period that the shares of
excess stock were outstanding but will bear the burden of any decline in value
during that period. Any amount received by a purported transferee or other
holder for designating a beneficiary in excess of the amount permitted to be
received must be turned over to us. Our certificate of incorporation provides
that we may purchase any shares of excess stock that have been automatically
exchanged for shares of preferred stock as a result of a purported transfer or
other event. The price at which we may purchase the shares of excess stock will
be equal to the lesser of:

     - in the case of shares of excess stock resulting from a purported transfer
       for value, the price per share in the purported transfer that resulted in
       the automatic exchange for shares of excess stock or, in the case of
       excess stock resulting from some other event, the market price of the
       shares of preferred stock exchanged on the date of the automatic exchange
       for shares of excess stock, and

     - the market price of the shares of preferred stock exchanged for such
       shares of excess stock on the date that we accept the deemed offer to
       sell the excess stock.

     Our purchase right with respect to excess stock will exist for 90 days,
beginning on the date that the automatic exchange for shares of excess stock
occurred or, if we did not receive a notice concerning the purported transfer
that resulted in the automatic exchange for shares of excess stock, the date
that our board of directors determines in good faith that an exchange for excess
stock has occurred.

     Other Provisions Concerning the Restrictions on Ownership.  Our board of
directors may exempt certain persons from the preferred stock beneficial
ownership limit or the constructive ownership limit if evidence satisfactory to
our board of directors is presented showing that such exemption will not
jeopardize our status as a REIT under the Internal Revenue Code. Before granting
an exemption of this kind, our board of directors may require a ruling from the
IRS, an opinion of counsel satisfactory to it and representations and
undertakings from the applicant with respect to preserving our REIT status.

     The foregoing restrictions on ownership and transfer will not apply if our
board of directors determines that it is no longer in our best interests to
attempt to qualify, or to continue to qualify, as a REIT.

     Sections 382 and 383 of the Internal Revenue Code impose limitations upon
the utilization of a corporation's net operating loss and credit carryforwards
and certain other tax attributes, following significant changes in the
corporation's stock ownership. In order to preserve our ability to use net
operating loss carryforwards to reduce taxable income, our certificate of
incorporation also contains, and the certificate of designations for each series
of preferred stock may contain, additional provisions restricting the ownership
of our outstanding stock (the "Section 382 ownership restrictions"). The Section
382 ownership restrictions merely reduce the risk of certain occurrences that
could cause such a limitation to arise. It is still possible that,

                                        38

due to transfers (either directly or indirectly) of our outstanding shares, we
could become subject to a limitation under Section 382 or 383.

     Our certificate of incorporation provides, in general, that, subject to the
exceptions described in the next paragraph, no person may acquire shares of our
company, or options or warrants to acquire such shares, if as a result such
person (or another person to which such shares were attributed under certain
complex attribution rules, which differ in certain respects from those that
apply for purposes of the preferred stock beneficial ownership limit or the
constructive ownership limit) would own, directly or under such attribution
rules, 5% or more of the class of such outstanding shares (hereinafter, such
person's "ownership interest percentage"). In addition, subject to the
exceptions described in the next paragraph, no person whose ownership interest
percentage of a class of shares equals or exceeds 5% can acquire or transfer
such shares, or options or warrants to acquire such shares. The foregoing
restrictions apply independently to each class of our outstanding stock.

     The foregoing restrictions do not apply to (i) acquisitions and transfers
of common stock by certain persons and their affiliates whose ownership interest
percentage of common stock on September 21, 1993 was 5% or more, (ii) transfers
of shares pursuant to an offering by us, to the extent determined by our board
of directors, and (iii) other transfers of shares specifically approved by our
board of directors.

     Transfers of shares, options or warrants in violation of the Section 382
ownership restrictions would be void, and the transferee would acquire no rights
in such shares, options or warrants. Thus, a purported acquiror would have no
right to vote such shares or to receive dividends. Moreover, upon our demand, a
purported acquiror of shares, options or warrants would be required to transfer
them to an agent designated by us. The agent, generally, would sell such shares,
options or warrants, remit the proceeds thereof to the purported acquiror to the
extent of such person's purchase price for the shares and, to the extent
possible, remit the balance of the proceeds to such person's transferor. A
similar procedure would be applied to any dividends paid to, and to the proceeds
of any resale of shares, options or warrants by, the purported acquiror.

     Our board of directors has the authority to designate a date as of which
the Section 382 ownership restrictions will no longer apply.

     All certificates representing shares of preferred stock will bear a legend
referring to the restrictions described above.

     All persons who own, directly or by virtue of the applicable attribution
rules of the Internal Revenue Code, more than 2% of the outstanding preferred
stock of any series must give a written notice to us containing the information
specified in our certificate of incorporation by January 31 of each year. In
addition, each stockholder will be required to disclose to us any information we
may request, in good faith, in order to determine our status as a REIT or to
comply with Treasury Regulations promulgated under the REIT provisions of the
Internal Revenue Code.

DEPOSITARY SHARES

     We may, at our option, elect to offer depositary shares, which represent
receipts for fractional interests in shares of preferred stock rather than full
shares of preferred stock. Each depositary share will be evidenced by a
depositary receipt which will represent a fraction of a share of a particular
series of preferred stock and will be issued as described below. The prospectus
supplement relating to any series of depositary shares will state the fraction
of a preferred share represented by each depositary share.

     The description below of the material provisions of the deposit agreement
and of the depositary shares and depositary receipts is only a summary and is
qualified in its entirety by reference to the forms of deposit agreement and
depositary receipts relating to each series of the depositary shares that have
been or will be filed as an exhibit to or incorporated by reference in the
registration statement of which this prospectus is a part, at or before the time
of the issuance of a series of depositary shares. The particular terms of
depositary shares representing fractional interests in any particular series of
preferred stock will be described in the applicable prospectus supplement, which
will supplement the information in this prospectus.

                                        39

     The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between us and the
depositary. Subject to the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of
preferred stock represented by such depositary share, to all the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption of the preferred stock represented by the depositary share.

  DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares relating to such shares of preferred stock in proportion to
the numbers of such depositary shares owned by the holders.

     If we make a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares in
an equitable manner, unless the depositary determines that it is not feasible to
make the distribution, in which case the depositary may sell such property and
distribute the net proceeds from such sale to the holders.

  WITHDRAWAL OF PREFERRED STOCK

     Upon surrender of depositary receipts at the corporate trust office of the
depositary, unless the related depositary shares have previously been called for
redemption or converted into excess shares or otherwise, each depositary receipt
holder will be entitled to delivery at the depositary's corporate trust office,
to or upon the holder's order, the number of whole or fractional shares of the
class or series of preferred stock and any money or other property represented
by the depositary shares evidenced by the depositary receipts. Holders of
depositary receipts will be entitled to receive whole or fractional shares of
the related class or series of preferred stock on the basis of the fraction of a
share of preferred stock represented by each depositary share as specified in
the applicable prospectus supplement, but holders of the preferred stock will
not be entitled to receive depositary shares representing the preferred stock
after exchanging the depositary shares for preferred stock. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of shares of
preferred stock to be withdrawn, the depositary will deliver to the holder at
the same time a new depositary receipt evidencing such excess number of
depositary shares.

  REDEMPTION OF DEPOSITARY SHARES

     If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of the
series of preferred stock held by the depositary. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the preferred stock.
Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing the redeemed shares of preferred stock. If fewer than all
the depositary shares are to be redeemed, the depositary shares to be redeemed
will be selected by lot, proportionately or by any other equitable method as may
be determined by the depositary.

  VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares relating
to the preferred stock. Each record holder of these depositary shares on the
record date will be entitled to instruct the depositary as to the exercise of
the voting rights pertaining to the amount of the preferred stock represented by
the holder's depositary shares. The record date for voting the depositary shares
will be the same as the record date for voting the preferred stock. The
depositary will endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by the depositary shares in accordance with

                                        40

the instructions, and we will take all reasonable action deemed necessary by the
depositary in order to enable the depositary to do so. The depositary will
abstain from voting the preferred stock to the extent it does not receive
specific instructions from the holder of depositary shares representing those
shares of preferred stock.

  AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     We and the depositary may amend the form of depositary receipt evidencing
the depositary shares and any provision of the deposit agreement at any time.
However, any amendment that materially and adversely alters the rights of the
holders of depositary shares will not be effective unless the holders of at
least a majority of the depositary shares then outstanding approve the
amendment. The deposit agreement will only terminate if (a) all outstanding
depositary shares have been redeemed or (b) there has been a final distribution
in respect of the preferred stock in connection with any liquidation,
dissolution or winding-up of our affairs and that distribution has been
distributed to the holders of the related depositary shares.

  CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
issuance of depositary receipts, all withdrawals of preferred stock by owners of
depositary shares and any redemption of the preferred stock. Holders of
depositary receipts will pay other transfer and other taxes and governmental
charges and such other charges as are expressly provided in the deposit
agreement to be for their account.

  RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. The resignation
or removal will take effect upon the appointment of a successor depositary and
its acceptance of the appointment. The successor depositary must be appointed
within 60 days after delivery of the notice of resignation or removal and must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

  RESTRICTIONS ON OWNERSHIP

     In order to safeguard against an inadvertent loss of our REIT status, the
deposit agreement will contain provisions similar to those in our certificate of
incorporation restricting the ownership and transfer of depositary shares. Such
restrictions will be described in the applicable prospectus supplement.

  REPORTS; LIABILITY OF DEPOSITARY AND ALEXANDER'S, INC.

     The depositary will forward all reports and communications from us which
are delivered to the depositary and which we are required, or otherwise
determine, to furnish to the holders of the preferred stock.

     Neither the depositary nor Alexander's will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. The obligations of Alexander's and the
depositary under the deposit agreement will be limited to performance in good
faith of their duties under the deposit agreement, and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
They may rely upon written advice of counsel or accountants, or information
provided by persons presenting preferred stock for deposit, holders of
depositary shares or other persons believed to be competent and on documents
believed to be genuine.

                                        41

DESCRIPTION OF COMMON STOCK

     The following description of the material terms of our common stock is only
a summary and is qualified in its entirety by reference to, the provisions
contained in our certificate of incorporation and the by-laws governing the
common stock.

     As of October 31, 2003, 5,173,450 and 5,000,850 shares of our common stock
were issued and outstanding, respectively. Our common stock is listed on the
NYSE under the symbol "ALX."

  DIVIDEND AND VOTING RIGHTS OF HOLDERS OF COMMON STOCK

     Holders of our common stock are entitled to receive dividends when, if and
as authorized by our board of directors out of assets legally available to pay
dividends.

     Each common share entitles the holder to one vote on all matters voted on
by stockholders, including elections of directors. There is no cumulative voting
in the election of directors, which means that the holders of a majority of the
outstanding common stock can elect all of the directors then standing for
election.

     Our certificate of incorporation requires the affirmative vote of
two-thirds of the outstanding shares of our stock entitled to vote before we may
merge with another corporation.

     Holders of common stock do not have any conversion, redemption or
preemptive rights to subscribe to any securities of our company. In the event of
our dissolution, liquidation or winding-up, after the payment or provision of
our debts and other liabilities and the preferential amounts to which holders of
our preferred stock are entitled, if any such preferred stock is outstanding,
the holders of the common stock are entitled to share ratably in any assets
remaining for distribution to shareholders.

     The common stock has equal dividend, distribution, liquidation and other
rights, and there are no preference, appraisal or exchange rights applicable
thereto. All outstanding shares of common stock are, and any shares of common
stock offered by a prospectus supplement, upon issuance, will be, fully paid and
nonassessable.

     Wachovia Bank, N.A., is the transfer agent for the common stock.

  RESTRICTIONS ON OWNERSHIP OF COMMON STOCK

     The Common Stock Beneficial Ownership Limit.  Our certificate of
incorporation contains a number of provisions that restrict the ownership and
transfer of shares and are designed to safeguard us against an inadvertent loss
of REIT status. These provisions also seek to deter non-negotiated acquisitions
of, and proxy fights for, us by third parties. In order to maintain our
qualification as a REIT under the Internal Revenue Code, not more than 50% of
the value of our outstanding shares of capital stock may be owned, directly or
constructively, by five or fewer individuals at any time during the last half of
a taxable year and the shares of capital stock must be beneficially owned by 100
or more persons during at least 335 days of a taxable year of 12 months, or
during a proportionate part of a shorter taxable year. The Internal Revenue Code
defines "individuals" to include some entities for purposes of the preceding
sentence. All references to a holder's ownership of common stock in this section
assumes application of the applicable attribution rules of the Internal Revenue
Code under which, for example, a holder is deemed to own shares owned by his or
her spouse.

     Our certificate of incorporation contains a limitation that restricts
stockholders from owning more than 4.9% of the outstanding shares of common
stock. In certain circumstances, our board of directors may reduce the common
stock beneficial ownership limit to as little as 2%, but only if any person who
owns shares in excess of such new limit could continue to do so. Our board of
directors has, subject to certain conditions and limitations, exempted our
manager, Vornado Realty Trust, and certain of its affiliates from the common
stock beneficial ownership limit. As a result, it is less likely as a practical
matter that another holder of common stock could obtain an exemption.

                                        42

     Attribution Rules.  Investors should be aware that under the applicable
attribution rules of the Internal Revenue Code, events other than a purchase or
other transfer of common stock can result in ownership of common stock in excess
of the common stock beneficial ownership limit. For instance, if two
stockholders, each of whom owns 3% of the outstanding common stock, were to
marry, then after their marriage both stockholders would be deemed to own 6% of
the outstanding shares of common stock, which is in excess of the common stock
beneficial ownership limit. Similarly, if a stockholder who owns 4% of the
outstanding common stock were to purchase a 50% interest in a corporation which
owns 3% of the outstanding common stock, then the stockholder would be deemed to
own 5.5% of the outstanding shares of common stock. You should consult your own
tax advisors concerning the application of the attribution rules of the Internal
Revenue Code in your particular circumstances.

     The Constructive Ownership Limit.  Under the Internal Revenue Code, rental
income received by a REIT from persons with respect to which the REIT is
treated, under the applicable attribution rules of the Internal Revenue Code, as
owning a 10% or greater interest does not constitute qualifying income for
purposes of the income requirements that REITs must satisfy. For these purposes,
a REIT is treated as owning any stock owned, under the applicable attribution
rules of the Internal Revenue Code, by a person that owns 10% or more of the
value of the outstanding shares of the REIT. The attribution rules of the
Internal Revenue Code applicable for these purposes are different from those
applicable with respect to the common stock beneficial ownership limit. All
references to a stockholder's ownership of common stock in this section assume
application of the applicable attribution rules of the Internal Revenue Code.

     In order to ensure that our rental income will not be treated as
nonqualifying income under the rule described in the preceding paragraph, and
thus to ensure that we will not inadvertently lose our REIT status as a result
of the ownership of shares of a tenant, or a person that holds an interest in a
tenant, our certificate of incorporation contains an ownership limit that
restricts, with certain exceptions, stockholders from owning more than 9.9% of
the outstanding shares of any class (the "common stock beneficial ownership
limit").

     Stockholders should be aware that events other than a purchase or other
transfer of shares can result in ownership, under the applicable attribution
rules of the Internal Revenue Code, of shares in excess of the constructive
ownership limit. As the attribution rules that apply with respect to the
constructive ownership limit differ from those that apply with respect to the
common stock beneficial ownership limit, the events other than a purchase or
other transfer of shares which can result in share ownership in excess of the
constructive ownership limit can differ from those which can result in share
ownership in excess of the common stock beneficial ownership limit. You should
consult your own tax advisors concerning the application of the attribution
rules of the Internal Revenue Code in your particular circumstances.

     Issuance of Excess Stock if the Ownership Limits Are Violated.  Our
certificate of incorporation provides that a transfer of shares of common stock
that would otherwise result in ownership, under the applicable attribution rules
of the Internal Revenue Code, of common stock in excess of the common stock
beneficial ownership limit or the constructive ownership limit, or which would
cause the shares of capital stock of Alexander's to be beneficially owned by
fewer than 100 persons, would have no effect and the purported transferee would
acquire no rights or economic interest in such common stock. In addition, common
stock that would otherwise be owned, under the applicable attribution rules of
the Internal Revenue Code, in excess of the common stock beneficial ownership
limit or the constructive ownership limit will be automatically exchanged for
shares of excess stock. These shares of excess stock would be transferred, by
operation of law, to us as trustee of a trust for the exclusive benefit of a
beneficiary designated by the purported transferee or purported holder. While
held in trust, the trustee shall vote the shares of excess stock in the same
proportion as the holders of the outstanding shares of common stock have voted.
Any dividends or distributions received by the purported transferee or other
purported holder of the excess stock before our discovery of the automatic
exchange for shares of excess stock must be repaid to us upon demand.

     If the purported transferee or purported holder elects to designate a
beneficiary of an interest in the trust with respect to the excess stock, he or
she may only designate a person whose ownership of the shares will not violate
the common stock beneficial ownership limit or the constructive ownership limit.
When the designation is made, the excess stock will be automatically exchanged
for common stock. Our certificate of incorporation

                                        43

contains provisions designed to ensure that the purported transferee or other
purported holder of shares of excess stock may not receive in return for
transferring an interest in the trust with respect to the excess stock, an
amount that reflects any appreciation in the shares of common stock for which
the shares of excess stock were exchanged during the period that the shares of
excess stock were outstanding but will bear the burden of any decline in value
during that period. Any amount received by a purported transferee or other
purported holder for designating a beneficiary in excess of the amount permitted
to be received must be turned over to us. Our certificate of incorporation
provides that we may purchase any shares of excess stock that have been
automatically exchanged for shares of common stock as a result of a purported
transfer or other event. The price at which we may purchase the excess stock
will be equal to the lesser of:

     - in the case of shares of excess stock resulting from a purported transfer
       for value, the price per share in the purported transfer that resulted in
       the automatic exchange for shares of excess stock or, in the case of
       excess stock resulting from some other event, the market price of the
       shares of common stock exchanged on the date of the automatic exchange
       for excess stock, and

     - the market price of the shares of common stock exchanged for the excess
       stock on the date that we accept the deemed offer to sell the excess
       stock.

     Our purchase right with respect to excess stock will exist for 90 days,
beginning on the date that the automatic exchange for shares of excess stock
occurred or, if we did not receive a notice concerning the purported transfer
that resulted in the automatic exchange for shares of excess stock, the date
that our board of directors determines in good faith that an exchange for excess
stock has occurred.

     Other Provisions Concerning the Restrictions on Ownership.  Our board of
directors may exempt certain persons from the common stock beneficial ownership
limit or the constructive ownership limit if evidence satisfactory to our board
of directors is presented showing that such exemption will not jeopardize our
status as a REIT under the Internal Revenue Code. Before granting an exemption
of this kind, our board of directors may require a ruling from the IRS, an
opinion of counsel satisfactory to it and representations and undertakings from
the applicant with respect to preserving our REIT status.

     Our board of directors has, subject to certain conditions and limitations,
exempted our manager, Vornado Realty Trust, and certain of its affiliates from
the common stock beneficial ownership limit. As a result, it is less likely as a
practical matter that another holder of common stock could obtain an exemption.

     The foregoing restrictions on ownership and transfer will not apply if our
board of directors determines that it is no longer in our best interests to
attempt to qualify, or continue to qualify, as a REIT.

     Sections 382 and 383 of the Internal Revenue Code impose limitations upon
the utilization of a corporation's net operating loss and credit carryforwards
and certain other tax attributes, following significant changes in the
corporation's stock ownership. In order to preserve our ability to use net
operating loss carryforwards to reduce taxable income, our certificate of
incorporation also contains additional provisions restricting the ownership of
our outstanding shares (the "Section 382 ownership restrictions"). The Section
382 ownership restrictions merely reduce the risk of certain occurrences that
could cause such a limitation to arise. It is still possible that, due to
transfers (either directly or indirectly) of our outstanding shares, we could
become subject to a limitation under Section 382 or 383.

     Our certificate of incorporation provides, in general, that, subject to the
exceptions described in the next paragraph, no person may acquire shares of our
company, or options or warrants to acquire such shares, if as a result such
person (or another person to which such shares were attributed under certain
complex attribution rules, which differ in certain respects from those that
apply for purposes of the common stock beneficial ownership limit or the
constructive ownership limit) would own, directly or under such attribution
rules, 5% or more of the class of such outstanding shares (hereinafter, such
person's "ownership interest percentage"). In addition, subject to the
exceptions described in the next paragraph, no person whose ownership interest
percentage of a class of shares equals or exceeds 5% can acquire or transfer
such shares, or options or warrants to acquire such shares. The foregoing
restrictions apply independently to each class of our outstanding stock.

                                        44

     The foregoing restrictions do not apply to (i) acquisitions and transfers
of shares of common stock by certain persons and their affiliates whose
ownership interest percentage of common stock on September 21, 1993 was 5% or
more, (ii) transfers of shares pursuant to an offering by us, to the extent
determined by our board of directors, and (iii) other transfers of shares
specifically approved by our board of directors.

     Transfers of shares, options or warrants in violation of the Section 382
ownership restrictions would be void, and the transferee would acquire no rights
in such shares, options or warrants. Thus, a purported acquiror would have no
right to vote such shares or to receive dividends. Moreover, upon our demand, a
purported acquiror of shares, options or warrants would be required to transfer
them to an agent designated by us. The agent, generally, would sell such shares,
options or warrants, remit the proceeds thereof to the purported acquiror to the
extent of such person's purchase price for the shares and, to the extent
possible, remit the balance of the proceeds to such person's transferor. A
similar procedure would be applied to any dividends paid to, and to the proceeds
of any resale of shares, options or warrants by, the purported acquiror.

     Our board of directors has the authority to designate a date as of which
the Section 382 ownership restrictions will no longer apply.

     All certificates representing shares of common stock will bear a legend
referring to the restrictions described above.

     All persons who own, directly or by virtue of the applicable attribution
rules of the Internal Revenue Code, more than 2% of the shares of outstanding
common stock must give a written notice to us containing the information
specified in our certificate of incorporation by January 31 of each year. In
addition, each stockholder shall upon demand be required to disclose to us such
information as we may request, in good faith, in order to determine our status
as a REIT or to comply with Treasury Regulations promulgated under the REIT
provisions of the Internal Revenue Code.

IMPORTANT PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND
BY-LAWS

     The following is a summary of important provisions of Delaware law and our
certificate of incorporation and by-laws which affect us and our stockholders.
The description below is intended as only a summary. You can access complete
information by referring to Delaware General Corporation Law and our certificate
of incorporation and by-laws.

  BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS UNDER DELAWARE LAW

     Section 203 of the Delaware General Corporation Law prevents a publicly
held corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:

     - before the date on which the person became an interested stockholder, the
       board of directors of the corporation approved either the business
       combination or the transaction in which the person became an interested
       stockholder,

     - the interested stockholder owned at least 85% of the outstanding voting
       stock of the corporation at the beginning of the transaction in which it
       became an interested stockholder, excluding stock held by directors who
       are also officers of the corporation and by employee stock plans that do
       not provide participants with the rights to determine confidentially
       whether shares held subject to the plan will be tendered in a tender or
       exchange offer, or

     - after the date on which the interested stockholder became an interested
       stockholder, the business combination is approved by the board of
       directors and the holders of two-thirds of the outstanding voting stock
       of the corporation voting at a meeting, excluding the voting stock owned
       by the interested stockholder.

     As defined in Section 203, an "interested stockholder" is generally a
person owning 15% or more of the outstanding voting stock of the corporation. As
defined in Section 203, a "business combination" includes mergers,
consolidations, stock and assets sales and other transactions with the
interested stockholder.
                                        45

     The provisions of Section 203 may have the effect of delaying, deferring or
preventing a change of control of Alexander's, Inc.

  AMENDMENT OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS

     Amendments to our certificate of incorporation must be approved by our
board of directors. Unless otherwise required by law, our board of directors may
amend our by-laws by a majority vote of the directors then in office.

  MEETINGS OF STOCKHOLDERS

     Under our by-laws, we will hold annual meetings of our stockholders at a
date and time as determined by our board of directors, chairman, vice chairman
or president. Our by-laws require advance notice for our stockholders to make
nominations of candidates for our board of directors or bring other business
before an annual meeting of our stockholders. The chairman or vice chairman
shall call special meetings of our stockholders whenever stockholders owning at
least a majority of our issued and outstanding shares entitled to vote on
matters to be submitted to stockholders shall request in writing such a meeting.

  BOARD OF DIRECTORS

     Our board of directors is divided into three classes. As the term of each
class expires, directors in that class will be elected for a term of three years
and until their successors are duly elected and qualified. These staggered terms
may reduce the possibility of an attempt to change control of Alexander's.

                          DESCRIPTION OF DEBT WARRANTS

     We may issue, either together with other debt securities or separately,
debt warrants to purchase underlying debt securities. We will issue debt
warrants, if any, under warrant agreements (each, a "debt warrant agreement")
that would be between us and a bank or trust company, as warrant agent (the
"debt warrant agent"), that we will describe in a prospectus supplement.

GENERAL

     You should read the applicable prospectus supplement for the terms of the
offered debt warrants, including the following:

     - the title and aggregate number of such debt warrants,

     - the initial offering price and the procedures for adjusting the initial
       offering price,

     - the currency, currencies or currency units in which the debt warrants are
       payable,

     - the designation, aggregate principal amount and other terms of the debt
       securities purchasable upon exercise of the debt warrants,

     - if applicable, the designation and terms of the debt securities with
       which the debt warrants are issued and the number of debt warrants issued
       with each debt security,

     - the currency, currencies or currency units in which the principal of,
       premium, if any, or interest, if any, is payable on the debt securities
       purchasable upon exercise of the debt warrants,

     - if applicable, the date on and after which the debt warrants and the
       related debt securities will be separately transferable,

     - the principal amount of debt securities purchasable upon exercise of one
       debt warrant and the price at which such principal amount of debt
       securities may be purchased upon such exercise,

     - the date on which the right to exercise the debt warrants will commence
       and the date on which such right will expire,

                                        46

     - the maximum or minimum number of debt warrants which may be exercised at
       any time,

     - if applicable, a discussion of the material Federal income tax
       consequences applicable to the exercise of the debt warrants and to the
       debt securities purchasable upon the exercise of the debt warrants, and

     - any other terms of the debt warrants.

     Debt warrant certificates may be exchanged for new debt warrant
certificates of different denominations and, if in registered form, may be
presented for registration of transfer, and may be exercised at the corporate
trust office of the debt warrant agent or any other office indicated in the
prospectus supplement relating thereto. Prior to the exercise of the debt
warrants, holders will not have any of the rights of holders of debt securities
purchasable upon such exercise and will not be entitled to payments of
principal, premium, if any, or interest, if any, on such debt securities.

EXERCISE OF DEBT WARRANTS

     Each offered debt warrant will entitle the holder thereof to purchase such
principal amount of underlying debt securities at the exercise price set forth
in, or calculable from, the prospectus supplement relating to such offered debt
warrants. After the close of business on the expiration date, unexercised debt
warrants will become void.

     You may exercise debt warrants by payment to the debt warrant agent of the
applicable exercise price and by delivery to the debt warrant agent of the
related debt warrant certificate, properly completed. Upon receipt of such
payment and the properly completed debt warrant certificates at the corporate
trust office of the debt warrant agent or any other office indicated in the
prospectus supplement, we will, as soon as practicable, deliver the amount of
the underlying debt securities purchased upon such exercise. If fewer than all
of the debt warrants represented by any debt warrant certificate are exercised,
a new debt warrant certificate will be issued for the unexercised debt warrants.
If you hold a debt warrant, you must pay any tax or other governmental charge
that may be imposed in connection with any transfer involved in the issuance of
underlying debt securities purchased upon such exercise.

                    LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

     In this section, we describe special considerations that will apply to
registered securities issued in global, i.e., book-entry form. First we describe
the difference between legal ownership and indirect ownership of registered
securities. Then we describe special provisions that apply to global securities.

WHO IS THE LEGAL OWNER OF A REGISTERED SECURITY?

     Each debt security, share of common or preferred stock and depositary share
in registered form will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. We refer to those who have
securities registered in their own names, on the books that we or the trustee or
other agent maintain for this purpose, as the "holders" of those securities.
These persons are the legal holders of the securities. We refer to those who,
indirectly through others, own beneficial interests in securities that are not
registered in their own names as indirect owners of those securities. As we
discuss below, indirect owners are not legal holders, and investors in
securities issued in book-entry form or in street name will be indirect owners.

BOOK-ENTRY OWNERS

     We expect to issue debt securities, shares of preferred stock and
depositary shares in book-entry form only. However, we may issue shares of
common stock in book-entry form. This means those securities will be represented
by one or more global securities registered in the name of a financial
institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating institutions, in turn, hold beneficial interests in the securities
on behalf of themselves or their customers.

                                        47

     Under each indenture or other applicable agreement, only the person in
whose name a security is registered is recognized as the holder of that
security. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities and we will make all
payments on the securities, including deliveries of shares of common or
preferred stock in exchange for exchangeable debt securities, to the depositary.
The depositary passes along the payments it receives to its participants, which
in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have
made with one another or with their customers; they are not obligated to do so
under the terms of the securities.

     As a result, investors will not own securities directly. Instead, they will
own beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositary's book-entry system or
holds an interest through a participant. As long as the securities are issued in
global form, investors will be indirect owners, and not holders, of the
securities.

STREET NAME OWNERS

     In the future we may terminate a global security or issue securities
initially in non-global form. In these cases, investors may choose to hold their
securities in their own names or in street name. Securities held by an investor
in street name would be registered in the name of a bank, broker or other
financial institution that the investor chooses, and the investor would hold
only a beneficial interest in those securities through an account he or she
maintains at that institution.

     For securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities and we will make all payments
on those securities, including deliveries of common or preferred shares in
exchange for exchangeable debt securities, to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold securities in
street name will be indirect owners, not holders, of those securities.

LEGAL HOLDERS

     Our obligations, as well as the obligations of the trustee under either
indenture and the obligations, if any, of any other third parties employed by
us, the trustee or any agents, run only to the holders of the securities. We do
not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect owner of a security or has no
choice because we are issuing the securities only in global form.

     For example, once we make a payment or give a notice to the holder, we have
no further responsibility for that payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect owners but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose, e.g., to amend the
indenture for a series of debt securities or to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of an
indenture, we would seek the approval only from the holders, and not the
indirect owners, of the relevant securities. Whether and how the holders contact
the indirect owners is up to the holders.

     When we refer to "you" in this section of the prospectus, we mean those who
invest in the securities being offered by this prospectus, whether they are the
holders or only indirect owners of those securities. When we refer to "your
securities" in this section of the prospectus, we mean the securities in which
you will hold a direct or indirect interest.

                                        48

SPECIAL CONSIDERATIONS FOR INDIRECT OWNERS

     If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:

     - how it handles securities payments and notices,

     - whether it imposes fees or charges,

     - how it would handle a request for the holders' consent, if ever required,

     - whether and how you can instruct it to send you securities registered in
       your own name so you can be a holder, if that is permitted in the future,

     - how it would exercise rights under the securities if there were a default
       or other event triggering the need for holders to act to protect their
       interests, and

     - if the securities are in book-entry form, how the depositary's rules and
       procedures will affect these matters.

WHAT IS A GLOBAL SECURITY?

     A global security is issued in book-entry form only. Each security issued
in book-entry form will be represented by a global security that we deposit with
and register in the name of one or more financial institutions or clearing
systems, or their nominees, which we select. A financial institution or clearing
system that we select for any security for this purpose is called the
"depositary" for that security. A security will usually have only one depositary
but it may have more.

     Each series of these securities will have one or more of the following as
the depositaries:

     - The Depository Trust Company, New York, New York, which is known as
       "DTC,"

     - a financial institution holding the securities on behalf of Euroclear
       Bank S.A./N.V., as operator of the Euroclear system, which is known as
       "Euroclear,"

     - a financial institution holding the securities on behalf of Clearstream
       Banking, societe anonyme, Luxembourg, which is known as "Clearstream,"
       and

     - any other clearing system or financial institution named in the
       applicable prospectus supplement.

     The depositaries named above may also be participants in each other's
systems. Thus, for example, if DTC is the depositary for a global security,
investors may hold beneficial interests in that security through Euroclear or
Clearstream, as DTC participants. The depositary or depositaries for your
securities will be named in your prospectus supplement and if none is named, the
depositary will be DTC.

     A global security may represent one or any other number of individual
securities. Generally, all securities represented by the same global security
will have the same terms. We may, however, issue a global security that
represents multiple securities of the same kind, such as debt securities, that
have different terms and are issued at different times. We call this kind of
global security a master global security. Your prospectus supplement will
indicate whether your securities are represented by a master global security.

     A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "-- Holder's Option
to Obtain a Non-Global Security; Special Situations When a Global Security Will
Be Terminated." As a result of these arrangements, the depositary, or its
nominee, will be the sole registered owner and holder of all securities
represented by a global security, and investors will be permitted to own only
indirect interests in a global security. Indirect interests must be held by
means of an account with a broker, bank or other financial institution that in
turn has an account with the depositary or with another institution that does.
Thus, an investor whose security is represented by a global security will not be
a holder of the security, but only an indirect owner of an interest in the
global security.

                                        49

     If the prospectus supplement for a particular security indicates that the
security will be issued in global form only, then the security will be
represented by a global security at all times unless and until the global
security is terminated. We describe the situations in which this can occur below
under "-- Holder's Option to Obtain a Non-Global Security; Special Situations
When a Global Security Will Be Terminated." If termination occurs, we may issue
the securities through another book-entry clearing system or decide that the
securities may no longer be held through any book-entry clearing system.

SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES

     As an indirect owner, an investor's rights relating to a global security
will be governed by the account rules of the depositary and those of the
investor's financial institution or other intermediary through which it holds
its interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well
as general laws relating to securities transfers. We do not recognize this type
of investor or any intermediary as a holder of securities and instead deal only
with the depositary that holds the global security.

     If securities are issued only in the form of a global security, an investor
should be aware of the following:

     - an investor cannot cause the securities to be registered in his or her
       own name, and cannot obtain non-global certificates for his or her
       interest in the securities, except in the special situations we describe
       below,

     - an investor will be an indirect holder and must look to his or her own
       bank or broker for payments on the securities and protection of his or
       her legal rights relating to the securities, as we describe above under
       "-- Who Is the Legal Owner of a Registered Security?,"

     - an investor may not be able to sell interests in the securities to some
       insurance companies and other institutions that are required by law to
       own their securities in non-book-entry form,

     - an investor may not be able to pledge his or her interest in a global
       security in circumstances where certificates representing the securities
       must be delivered to the lender or other beneficiary of the pledge in
       order for the pledge to be effective,

     - the depositary's policies will govern payments, deliveries, transfers,
       exchanges, notices and other matters relating to an investor's interest
       in a global security, and those policies may change from time to time.
       We, the trustee and any agents will have no responsibility for any aspect
       of the depositary's policies, actions or records of ownership interests
       in a global security. We, the trustee and any agents also do not
       supervise the depositary in any way,

     - the depositary will require that those who purchase and sell interests in
       a global security within its book-entry system use immediately available
       funds and your broker or bank may require you to do so as well, and

     - financial institutions that participate in the depositary's book-entry
       system and through which an investor holds its interest in the global
       securities, directly or indirectly, may also have their own policies
       affecting payments, deliveries, transfers, exchanges, notices and other
       matters relating to the securities, and those policies may change from
       time to time. For example, if you hold an interest in a global security
       through Euroclear or Clearstream, when DTC is the depositary, Euroclear
       or Clearstream, as applicable, will require those who purchase and sell
       interests in that security through them to use immediately available
       funds and comply with other policies and procedures, including deadlines
       for giving instructions as to transactions that are to be effected on a
       particular day. There may be more than one financial intermediary in the
       chain of ownership for an investor. We do not monitor and are not
       responsible for the policies or actions or records of ownership interests
       of any of those intermediaries.

                                        50

HOLDER'S OPTION TO OBTAIN A NON-GLOBAL SECURITY; SPECIAL SITUATIONS WHEN A
GLOBAL SECURITY WILL BE TERMINATED

     If we issue any series of securities in book-entry form but we choose to
give the beneficial owners of that series the right to obtain non-global
securities, any beneficial owner entitled to obtain non-global securities may do
so by following the applicable procedures of the depositary, any transfer agent
or registrar for that series and that owner's bank, broker or other financial
institution through which that owner holds its beneficial interest in the
securities. For example, in the case of a global security representing shares of
preferred stock or depositary shares, a beneficial owner will be entitled to
obtain a non-global security representing its interest by making a written
request to the transfer agent or other agent designated by us. If you are
entitled to request a non-global certificate and wish to do so, you will need to
allow sufficient lead-time to enable us or our agent to prepare the requested
certificate.

     In addition, in a few special situations described below, a global security
will be terminated and interests in it will be exchanged for certificates in
non-global form representing the securities it represented. After that exchange,
the choice of whether to hold the securities directly or in street name will be
up to the investor. Investors must consult their own banks or brokers to find
out how to have their interests in a global security transferred on termination
to their own names, so that they will be holders. We have described the rights
of holders and street name investors above under "-- Who Is the Legal Owner of a
Registered Security?".

     The special situations for termination of a global security are as follows:

     - if the depositary notifies us that it is unwilling or unable to continue
       as depositary for that global security or the depositary has ceased to be
       a clearing agency registered under the Securities Exchange Act of 1934,
       and in either case we do not appoint another institution to act as
       depositary within 90 days,

     - in the case of a global security representing debt securities, if an
       event of default has occurred with regard to the debt securities and has
       not been cured or waived, or

     - any other circumstances specified for this purpose in the applicable
       prospectus supplement.

     If a global security is terminated, only the depositary, and not we or the
trustee for any debt securities, is responsible for deciding the names of the
institutions in whose names the securities represented by the global security
will be registered and, therefore, who will be the holders of those securities.

CONSIDERATIONS RELATING TO EUROCLEAR AND CLEARSTREAM

     Euroclear and Clearstream are securities clearance systems in Europe. Both
systems clear and settle securities transactions between their participants
through electronic, book-entry delivery of securities against payment.

     Euroclear and Clearstream may be depositaries for a global security. In
addition, if DTC is the depositary for a global security, Euroclear and
Clearstream may hold interests in the global security as participants in DTC.

     As long as any global security is held by Euroclear or Clearstream, as
depositary, you may hold an interest in the global security only through an
organization that participates, directly or indirectly, in Euroclear or
Clearstream. If Euroclear or Clearstream is the depositary for a global security
and there is no depositary in the United States, you will not be able to hold
interests in that global security through any securities clearance system in the
United States.

     Payments, deliveries, transfers, exchanges, notices and other matters
relating to the securities made through Euroclear or Clearstream must comply
with the rules and procedures of those systems. Those systems could change their
rules and procedures at any time. We have no control over those systems or their
participants and we take no responsibility for their activities. Transactions
between participants in Euroclear or Clearstream, on one hand, and participants
in DTC, on the other hand, when DTC is the depositary, would also be subject to
DTC's rules and procedures.

                                        51

SPECIAL TIMING CONSIDERATIONS FOR TRANSACTIONS IN EUROCLEAR AND CLEARSTREAM

     Investors will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers, exchanges, notices and other
transactions involving any securities held through those systems only on days
when those systems are open for business. Those systems may not be open for
business on days when banks, brokers and other institutions are open for
business in the United States.

     In addition, because of time-zone differences, U.S. investors who hold
their interests in the securities through these systems and wish to transfer
their interests, or to receive or make a payment or delivery or exercise any
other right with respect to their interests, on a particular day may find that
the transaction will not be affected until the next business day in Luxembourg
or Brussels, as applicable. Thus, investors who wish to exercise rights that
expire on a particular day may need to act before the expiration date. In
addition, investors who hold their interests through both DTC and Euroclear or
Clearstream may need to make special arrangements to finance any purchases or
sales of their interests between the U.S. and European clearing systems, and
those transactions may settle later than would be the case for transactions
within one clearing system.

                                        52

                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion summarizes the taxation of Alexander's, Inc. and
the material Federal income tax consequences to holders of the common stock,
preferred stock, debt warrants and debt securities that are not original issue
discount or zero coupon debt securities for your general information only. It is
not tax advice. The tax treatment of these holders will vary depending upon the
holder's particular situation, and this discussion addresses only holders that
hold these securities as capital assets and does not deal with all aspects of
taxation that may be relevant to particular holders in light of their personal
investment or tax circumstances. This section also does not deal with all
aspects of taxation that may be relevant to certain types of holders to which
special provisions of the Federal income tax laws apply, including:

     - dealers in securities or currencies,

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings,

     - banks,

     - tax-exempt organizations,

     - certain insurance companies,

     - persons liable for the alternative minimum tax,

     - persons that hold securities that are a hedge, that are hedged against
       interest rate or currency risks or that are part of a straddle or
       conversion transaction, and

     - U.S. shareholders or U.S. debt security holders whose functional currency
       is not the U.S. dollar.

     This summary is based on the Internal Revenue Code, its legislative
history, existing and proposed regulations under the Internal Revenue Code,
published rulings and court decisions. This summary describes the provisions of
these sources of law only as they are currently in effect. All of these sources
of law may change at any time, and any change in the law may apply
retroactively.

     WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE TAX
CONSEQUENCES TO YOU OF ACQUIRING, OWNING AND SELLING SHARES OF COMMON STOCK,
PREFERRED STOCK AND FIXED RATE DEBT SECURITIES, INCLUDING THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING AND SELLING THESE
SECURITIES IN YOUR PARTICULAR CIRCUMSTANCES AND POTENTIAL CHANGES IN APPLICABLE
LAWS.

TAXATION OF ALEXANDER'S, INC. AS A REIT

     In the opinion of Shearman & Sterling LLP, commencing with its taxable year
ended December 31, 1995, Alexander's, Inc. has been organized and operated in
conformity with the requirements for qualification and taxation as a REIT under
the Internal Revenue Code, and Alexander's, Inc.'s proposed method of operation
will enable it to continue to meet the requirements for qualification and
taxation as a REIT under the Internal Revenue Code. Investors should be aware,
however, that opinions of counsel are not binding upon the IRS or any court.

     In providing its opinion, Shearman & Sterling LLP is relying, as to certain
factual matters, upon the statements and representations contained in
certificates provided to Shearman & Sterling LLP by Alexander's, Inc.

     Alexander's, Inc.'s qualification as a REIT will depend upon the continuing
satisfaction by Alexander's, Inc. of the requirements of the Internal Revenue
Code relating to qualification for REIT status. Some of these requirements
depend upon actual operating results, distribution levels, diversity of stock
ownership, asset composition, source of income and record keeping. Accordingly,
while Alexander's, Inc. intends to continue to qualify to be taxed as a REIT,
the actual results of Alexander's, Inc.'s operations for any particular year
might not satisfy these requirements. Shearman & Sterling LLP will not monitor
the compliance of Alexander's, Inc. with the requirements for REIT qualification
on an ongoing basis.

                                        53

     The sections of the Internal Revenue Code applicable to REITs are highly
technical and complex. The following discussion summarizes material aspects of
these sections of the Internal Revenue Code.

     As a REIT, Alexander's, Inc. generally will not have to pay Federal
corporate income taxes on its net income that it currently distributes to
stockholders. This treatment substantially eliminates the "double taxation" at
the corporate and stockholder levels that generally results from investment in a
regular corporation.

     However, Alexander's, Inc. will have to pay Federal income tax as follows:

     - First, Alexander's, Inc. will have to pay tax at regular corporate rates
       on any undistributed real estate investment trust taxable income,
       including undistributed net capital gains.

     - Second, under certain circumstances, Alexander's, Inc. may have to pay
       the alternative minimum tax on its items of tax preference.

     - Third, if Alexander's, Inc. has (a) net income from the sale or other
       disposition of "foreclosure property," as defined in the Internal Revenue
       Code, which is held primarily for sale to customers in the ordinary
       course of business, or (b) other non-qualifying income from foreclosure
       property, it will have to pay tax at the highest corporate rate on that
       income.

     - Fourth, if Alexander's, Inc. has net income from "prohibited
       transactions," as defined in the Internal Revenue Code, Alexander's, Inc.
       will have to pay a 100% tax on that income. Prohibited transactions are,
       in general, certain sales or other dispositions of property, other than
       foreclosure property, held primarily for sale to customers in the
       ordinary course of business.

     - Fifth, if Alexander's, Inc. fails to satisfy the 75% gross income test or
       the 95% gross income test, as discussed below under "-- Requirements for
       Qualification -- Income Tests," but has nonetheless maintained its
       qualification as a REIT because Alexander's, Inc. has satisfied some
       other requirements, it will have to pay a 100% tax on an amount equal to
       (a) the gross income attributable to the greater of (i) 75% of
       Alexander's, Inc.'s gross income over the amount of gross income that is
       qualifying income for purposes of the 75% test, and (ii) 90% of
       Alexander's, Inc.'s gross income (95% for taxable years ending before
       January 1, 2001) over the amount of gross income that is qualifying
       income for purposes of the 95% test, multiplied by (b) a fraction
       intended to reflect Alexander's, Inc.'s profitability.

     - Sixth, if Alexander's, Inc. fails to distribute during each calendar year
       at least the sum of (1) 85% of its REIT ordinary income for that year,
       (2) 95% of its REIT capital gain net income for that year and (3) any
       undistributed taxable income from prior periods, Alexander's, Inc. would
       have to pay a 4% excise tax on the excess of that required distribution
       over the amounts actually distributed.

     - Seventh, if during the 10-year period beginning on the first day of the
       first taxable year for which Alexander's, Inc. qualified as a REIT,
       Alexander's, Inc. recognizes gain on the disposition of any asset held by
       Alexander's, Inc. as of the beginning of that period, then, to the extent
       of the excess of (a) fair market value of that asset as of the beginning
       of that period over (b) Alexander's, Inc.'s adjusted basis in that asset
       as of the beginning of that period, Alexander's, Inc. will have to pay
       tax on that gain at the highest regular corporate rate. We refer to the
       excess of fair market value over adjusted basis described in the
       preceding sentence as "built-in gain."

      Notwithstanding the taxation of built-in gain described in the preceding
      paragraph of this bullet point, Alexander's, Inc. will not have to pay tax
      on recognized built-in gain with respect to assets held as of the first
      day of the 10-year period beginning on the first day of the first taxable
      year for which Alexander's, Inc. qualified as a REIT, to the extent that
      the aggregate amount of that recognized built-in gain exceeds the net
      aggregate amount of Alexander's, Inc.'s unrealized built-in gain as of the
      first day of that period.

                                        54

     - Eighth, if Alexander's, Inc. acquires any asset from a C corporation in
       certain transactions in which Alexander's, Inc. must adopt the basis of
       the asset or any other property in the hands of the C corporation as the
       basis of the asset in the hands of Alexander's, Inc., and Alexander's,
       Inc. recognizes gain on the disposition of that asset during the 10-year
       period beginning on the date on which Alexander's, Inc. acquired that
       asset, then Alexander's, Inc. will have to pay tax on the built-in gain
       at the highest regular corporate rate. A C corporation means generally a
       corporation that has to pay full corporate-level tax.

     - Ninth, for taxable years beginning after December 31, 2000, if
       Alexander's, Inc. receives non-arm's length income from a taxable REIT
       subsidiary (as defined under "-- Requirements for Qualification -- Asset
       Tests"), or as a result of services provided by a taxable REIT subsidiary
       to tenants of Alexander's, Inc., Alexander's, Inc. will be subject to a
       100% tax on the amount of Alexander's, Inc.'s non-arm's length income.

     Alexander's, Inc. has a net operating loss carryover as of December 31,
2002 of $94,064,000. The net operating loss carryover would be available to
reduce its REIT taxable income as well as any built-in gain that it recognizes.
The amount of the net operating loss carryover is subject to audit and
adjustment by the IRS.

REQUIREMENTS FOR QUALIFICATION

     The Internal Revenue Code defines a REIT as a corporation, trust or
association which is managed by one or more trustees or directors:

     - the beneficial ownership of which is evidenced by transferable shares, or
       by transferable certificates of beneficial interest,

     - which would otherwise be taxable as a domestic corporation, but for
       Sections 856 through 859 of the Internal Revenue Code,

     - which is neither a financial institution nor an insurance company to
       which certain provisions of the Internal Revenue Code apply,

     - the beneficial ownership of which is held by 100 or more persons,

     - during the last half of each taxable year, not more than 50% in value of
       the outstanding stock of which is owned, directly or constructively, by
       five or fewer individuals, as defined in the Internal Revenue Code to
       include certain entities, and

     - which meets certain other tests, described below, regarding the nature of
       its income and assets.

     The Internal Revenue Code provides that the conditions described in the
first through fourth bullet points above must be met during the entire taxable
year and that the condition described in the fifth bullet point above must be
met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months.

     Alexander's, Inc. has satisfied the conditions described in the first
through fifth bullet points of the preceding paragraph and believes that it also
has satisfied the condition described in the sixth bullet point of the preceding
paragraph. In addition, Alexander's, Inc.'s certificate of incorporation
provides for restrictions regarding the ownership and transfer of Alexander's,
Inc.'s shares. These restrictions are intended to assist Alexander's, Inc. in
continuing to satisfy the share ownership requirements described in the fifth
and sixth bullet points of the preceding paragraph. The ownership and transfer
restrictions pertaining to the common stock are described in this prospectus
under the heading "Description of Common Stock -- Restrictions on Ownership of
Common Stock."

     Alexander's, Inc. owns a number of wholly-owned corporate subsidiaries.
Internal Revenue Code Section 856(i) provides that unless a REIT makes an
election to treat the corporation as a taxable REIT subsidiary, a corporation
which is a "qualified REIT subsidiary," as defined in the Internal Revenue Code,
will not be treated as a separate corporation, and all assets, liabilities and
items of income, deduction and credit of a qualified REIT subsidiary will be
treated as assets, liabilities and items of these kinds of the REIT. Thus, in
                                        55

applying the requirements described in this section, Alexander's, Inc.'s
qualified REIT subsidiaries will be ignored, and all assets, liabilities and
items of income, deduction and credit of these subsidiaries will be treated as
assets, liabilities and items of these kinds of Alexander's, Inc. Alexander's,
Inc. believes that all of its wholly-owned corporate subsidiaries are qualified
REIT subsidiaries, except 731 Residential Holding LLC, which is a taxable REIT
subsidiary.

     If a REIT is a partner in a partnership, Treasury regulations provide that
the REIT will be deemed to own its proportionate share of the assets of the
partnership and will be deemed to be entitled to the income of the partnership
attributable to that share. In addition, the character of the assets and gross
income of the partnership will retain the same character in the hands of the
REIT for purposes of Section 856 of the Internal Revenue Code, including
satisfying the gross income tests and the asset tests. Thus, Alexander's, Inc.'s
proportionate share of the assets, liabilities and items of income of any
partnership in which Alexander's, Inc. is a partner will be treated as assets,
liabilities and items of income of Alexander's, Inc. for purposes of applying
the requirements described in this section. Thus, actions taken by partnerships
in which Alexander's, Inc. owns an interest, either directly or through one or
more tiers of partnerships or qualified REIT subsidiaries, can affect
Alexander's, Inc.'s ability to satisfy the REIT income and assets tests and the
determination of whether Alexander's, Inc. has net income from prohibited
transactions. See the fourth bullet point under "-- Taxation of Alexander's,
Inc. as a REIT" above for a discussion of prohibited transactions. Alexander's,
Inc. is not currently a partner in a partnership.

     INCOME TESTS.  In order to maintain its qualification as a REIT,
Alexander's, Inc. annually must satisfy three gross income requirements.

     - First, Alexander's, Inc. must derive at least 75% of its gross income,
       excluding gross income from prohibited transactions, for each taxable
       year directly or indirectly from investments relating to real property or
       mortgages on real property, including "rents from real property," as
       defined in the Internal Revenue Code, or from certain types of temporary
       investments. Rents from real property generally include expenses of
       Alexander's, Inc. that are paid or reimbursed by tenants.

     - Second, at least 95% of Alexander's, Inc.'s gross income, excluding gross
       income from prohibited transactions, for each taxable year must be
       derived from real property investments as described in the preceding
       bullet point, dividends, interest and gain from the sale or disposition
       of stock or securities, or from any combination of these types of source.

     - Third, for its taxable years before 1998, short-term gain from the sale
       or other disposition of stock or securities, gain from prohibited
       transactions and gain on the sale or other disposition of real property
       held for less than four years, apart from involuntary conversions and
       sales of foreclosure property, was required to represent less than 30% of
       Alexander's, Inc.'s gross income, including gross income from prohibited
       transactions, for each of these taxable years.

     Rents that Alexander's, Inc. receives will qualify as rents from real
property in satisfying the gross income requirements for a REIT described above
only if the rents satisfy several conditions.

     - First, the amount of rent must not be based in whole or in part on the
       income or profits of any person. However, an amount received or accrued
       generally will not be excluded from rents from real property solely
       because it is based on a fixed percentage or percentages of receipts or
       sales.

     - Second, the Internal Revenue Code provides that rents received from a
       tenant will not qualify as rents from real property in satisfying the
       gross income tests if the REIT, directly or under the applicable
       attribution rules, owns a 10% or greater interest in that tenant; except
       that for tax years beginning after December 31, 2000, rents received from
       a taxable REIT subsidiary under certain circumstances qualify as rents
       from real property even if Alexander's, Inc. owns more than a 10%
       interest in the subsidiary. We refer to a tenant in which Alexander's,
       Inc. owns a 10% or greater interest as a "related party tenant."

                                        56

     - Third, if rent attributable to personal property leased in connection
       with a lease of real property is greater than 15% of the total rent
       received under the lease, then the portion of rent attributable to the
       personal property will not qualify as rents from real property.

     - Finally, for rents received to qualify as rents from real property, the
       REIT generally must not operate or manage the property or furnish or
       render services to the tenants of the property, other than through an
       independent contractor from whom the REIT derives no revenue or through a
       taxable REIT subsidiary. However, Alexander's, Inc. may directly perform
       certain services that landlords usually or customarily render when
       renting space for occupancy only or that are not considered rendered to
       the occupant of the property.

     Alexander's, Inc. does not derive significant rents from related party
tenants. Alexander's, Inc. also does not and will not derive rental income
attributable to personal property, other than personal property leased in
connection with the lease of real property, the amount of which is less than 15%
of the total rent received under the lease.

     Alexander's, Inc. directly performs services for some of its tenants.
Alexander's, Inc. does not believe that the provision of these services will
cause its gross income attributable to these tenants to fail to be treated as
rents from real property. If Alexander's, Inc. were to provide services to a
tenant that are other than those landlords usually or customarily provide when
renting space for occupancy only, amounts received or accrued by Alexander's,
Inc. for any of these services will not be treated as rents from real property
for purposes of the REIT gross income tests. However, the amounts received or
accrued for these services will not cause other amounts received with respect to
the property to fail to be treated as rents from real property unless the
amounts treated as received in respect of the services, together with amounts
received for certain management services, exceed 1% of all amounts received or
accrued by Alexander's, Inc. during the taxable year with respect to the
property. If the sum of the amounts received in respect of the services to
tenants and management services described in the preceding sentence exceeds the
1% threshold, then all amounts received or accrued by Alexander's, Inc. with
respect to the property will not qualify as rents from real property, even if
Alexander's, Inc. provides the impermissible services to some, but not all, of
the tenants of the property.

     The term "interest" generally does not include any amount received or
accrued, directly or indirectly, if the determination of that amount depends in
whole or in part on the income or profits of any person. However, an amount
received or accrued generally will not be excluded from the term interest solely
because it is based on a fixed percentage or percentages of receipts or sales.

     If Alexander's, Inc. fails to satisfy one or both of the 75% or 95% gross
income tests for any taxable year, it may nevertheless qualify as a REIT for
that year if it satisfies the requirements of other provisions of the Internal
Revenue Code that allow relief from disqualification as a REIT. These relief
provisions generally will be available if:

     - Alexander's, Inc.'s failure to meet the income tests was due to
       reasonable cause and not due to willful neglect;

     - Alexander's, Inc. attaches a schedule of the sources of its income to its
       Federal income tax return; and

     - any incorrect information on the schedule was not due to fraud with
       intent to evade tax.

     Alexander's, Inc. might not be entitled to the benefit of these relief
provisions, however. As discussed in the fifth bullet point under " -- Taxation
of Alexander's, Inc. as a REIT" above, even if these relief provisions apply,
Alexander's, Inc. would have to pay a tax on the excess income.

     ASSET TESTS.  Alexander's, Inc., at the close of each quarter of its
taxable year, also must satisfy various tests relating to the nature of its
assets.

     - First, at least 75% of the value of Alexander's, Inc.'s total assets must
       be represented by real estate assets, including (a) real estate assets
       held by Alexander's, Inc.'s qualified REIT subsidiaries, Alexander's,
       Inc.'s allocable share of real estate assets held by partnerships in
       which Alexander's, Inc. owns an interest and stock issued by another
       REIT, (b) for a period of one year from the date of

                                        57

       Alexander's, Inc.'s receipt of proceeds of an offering of its shares of
       beneficial interest or publicly offered debt with a term of at least five
       years, stock or debt instruments purchased with these proceeds and (c)
       cash, cash items and government securities.

     - Second, not more than 25% of Alexander's, Inc.'s total assets may be
       represented by securities other than those in the 75% asset class.

     - Third, for taxable years beginning after December 31, 2000, not more than
       20% of Alexander's, Inc.'s total assets may constitute securities issued
       by taxable REIT subsidiaries and, of the investments included in the 25%
       asset class, the value of any one issuer's securities, other than
       securities issued by another REIT or by a taxable REIT subsidiary, owned
       by Alexander's, Inc. may not exceed 5% of the value of Alexander's,
       Inc.'s total assets. Moreover, Alexander's, Inc. may not own more than
       10% of the vote or value of the outstanding securities of any one issuer,
       except for issuers that are REITs, qualified REIT subsidiaries or taxable
       REIT subsidiaries, or debt instruments that are considered straight debt
       under a safe harbor provision of the Internal Revenue Code. For these
       purposes, a taxable REIT subsidiary is any corporation in which
       Alexander's, Inc. owns an interest that joins with Alexander's, Inc. in
       making an election to be treated as a "taxable REIT subsidiary" and
       certain subsidiaries of a taxable REIT subsidiary, if the subsidiaries do
       not engage in certain activities.

     - Fourth, of the investments included in the 25% asset class, the value of
       any one issuer's securities, other than securities issued by another
       REIT, owned by Alexander's, Inc. may not exceed 5% of the value of
       Alexander's, Inc.'s total assets and Alexander's, Inc. may not own more
       than 10% of any one issuer's outstanding voting securities.

     The test described in the fourth bullet point above, and not that described
in the third bullet point, will continue to apply for taxable years of
Alexander's, Inc. that begin after December 31, 2000, only with respect to stock
in any corporation owned by Alexander's, Inc. before July 12, 1999, so long as a
taxable REIT subsidiary election is not made with respect to the corporation and
the corporation does not acquire substantial new assets or engage in a
substantial new line of business and certain other conditions are satisfied.

     ANNUAL DISTRIBUTION REQUIREMENTS.  Alexander's, Inc., in order to qualify
as a REIT, is required to distribute dividends, other than capital gain
dividends, to its stockholders in an amount at least equal to (1) the sum of (a)
90% of Alexander's, Inc.'s "real estate investment trust taxable income,"
computed without regard to the dividends paid deduction and Alexander's, Inc.'s
net capital gain, and (b) 90% of the net after-tax income, if any, from
foreclosure property minus (2) the sum of certain items of non-cash income.

     For taxable years beginning before January 1, 2001, the required amount of
distributions described above and below was 95% of the amount of Alexander's,
Inc.'s income or gain, as the case may be.

     In addition, if Alexander's, Inc. disposes of any asset within 10 years of
acquiring it, Alexander's, Inc. will be required to distribute at least 90% of
the after-tax built-in gain, if any, recognized on the disposition of the asset
after taking into account net operating loss carryovers and capital loss
carryovers.

     These distributions must be paid in the taxable year to which they relate,
or in the following taxable year if declared before Alexander's, Inc. timely
files its tax return for the year to which they relate and if paid on or before
the first regular dividend payment after the declaration.

     To the extent that Alexander's, Inc. does not distribute all of its net
capital gain or distributes at least 90%, but less than 100%, of its real estate
investment trust taxable income, as adjusted, it will have to pay tax on those
amounts at regular ordinary and capital gain corporate tax rates. Furthermore,
if Alexander's, Inc. fails to distribute during each calendar year at least the
sum of (a) 85% of its ordinary income for that year, (b) 95% of its capital gain
net income for that year and (c) any undistributed taxable income from prior
periods, Alexander's, Inc. would have to pay a 4% excise tax on the excess of
the required distribution over the amounts actually distributed.

     Alexander's, Inc. intends to satisfy the annual distribution requirements.

                                        58

     From time to time, Alexander's, Inc. may not have sufficient cash or other
liquid assets to meet the 90% distribution requirement due to timing differences
between (a) when Alexander's, Inc. actually receives income and when it actually
pays deductible expenses and (b) when Alexander's, Inc. includes the income and
deducts the expenses in arriving at its taxable income. If timing differences of
this kind occur, in order to meet the 90% distribution requirement, Alexander's,
Inc. may find it necessary to arrange for short-term, or possibly long-term,
borrowings or to pay dividends in the form of taxable stock dividends.

     Under certain circumstances, Alexander's, Inc. may be able to rectify a
failure to meet the distribution requirement for a year by paying "deficiency
dividends" to stockholders in a later year, which may be included in
Alexander's, Inc.'s deduction for dividends paid for the earlier year. Thus,
Alexander's, Inc. may be able to avoid being taxed on amounts distributed as
deficiency dividends; however, Alexander's, Inc. will be required to pay
interest based upon the amount of any deduction taken for deficiency dividends.

FAILURE TO QUALIFY AS A REIT

     If Alexander's, Inc. fails to qualify for taxation as a REIT in any taxable
year, and the relief provisions do not apply, Alexander's, Inc. will have to pay
tax, including any applicable alternative minimum tax, on its taxable income at
regular corporate rates. Alexander's, Inc. will not be able to deduct
distributions to stockholders in any year in which it fails to qualify, nor will
Alexander's, Inc. be required to make distributions to stockholders. In this
event, to the extent of current and accumulated earnings and profits, all
distributions to stockholders will be taxable to the stockholders as dividend
income (which may be subject to tax at preferential rates) and corporate
distributees may be eligible for the dividends received deduction if they
satisfy the relevant provisions of the Internal Revenue Code. Unless entitled to
relief under specific statutory provisions, Alexander's, Inc. also will be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. Alexander's, Inc. might not be
entitled to the statutory relief described in this paragraph in all
circumstances.

TAXATION OF HOLDERS OF COMMON STOCK OR PREFERRED STOCK

  U.S. STOCKHOLDERS

     As used in this section, the term "U.S. stockholder" means a holder of
common stock or preferred stock who, for United States Federal income tax
purposes, is

     - a citizen or resident of the United States;

     - a domestic corporation;

     - an estate whose income is subject to United States Federal income
       taxation regardless of its source; or

     - a trust if a United States court can exercise primary supervision over
       the trust's administration and one or more United States persons have
       authority to control all substantial decisions of the trust.

     As long as Alexander's, Inc. qualifies as a REIT, distributions made by
Alexander's, Inc. out of its current or accumulated earnings and profits, and
not designated as capital gain dividends, will constitute dividends taxable to
its taxable U.S. stockholders as ordinary income. Under recently enacted law,
individual U.S. stockholders will be entitled to the new lower rate on dividends
only for the portion of any distribution equal to Alexander's, Inc.'s REIT
taxable income (taking into account the dividends paid deduction available to
Alexander's, Inc.) and realized built-in gains from Alexander's, Inc.'s previous
taxable year less any taxes paid by Alexander's, Inc. on these items during
Alexander's, Inc.'s previous taxable year. Individual U.S. stockholders should
consult their own tax advisors to determine the impact of this new legislation.
Distributions of this kind will not be eligible for the dividends received
deduction in the case of U.S. stockholders that are corporations. Distributions
made by Alexander's, Inc. that Alexander's, Inc. properly designates as capital
gain dividends will be taxable to U.S. stockholders as gain from the sale of a
capital asset held for more than one year, to the extent that they do not exceed
Alexander's, Inc.'s actual net capital gain for the taxable year, without regard
to the period for which a U.S. stockholder has held his shares. Thus, with
certain limitations, capital gain dividends received by an individual U.S.
stockholder may be

                                        59

eligible for preferential rates of taxation. U.S. stockholders that are
corporations may, however, be required to treat up to 20% of certain capital
gain dividends as ordinary income.

     To the extent that Alexander's, Inc. makes distributions, not designated as
capital gain dividends, in excess of its current and accumulated earnings and
profits, these distributions will be treated first as a tax-free return of
capital to each U.S. shareholder. Thus, these distributions will reduce the
adjusted basis that the U.S. shareholder has in his or her shares for tax
purposes by the amount of the distribution, but not below zero. Distributions in
excess of a U.S. shareholder's adjusted basis in his shares will be taxable as
capital gains, provided that the shares have been held as a capital asset. For
purposes of determining the portion of distributions on separate classes of
shares that will be treated as dividends for Federal income tax purposes,
current and accumulated earnings and profits will be allocated to distributions
resulting from priority rights of preferred shares before being allocated to
other distributions.

     Dividends authorized by Alexander's, Inc. in October, November, or December
of any year and payable to a stockholder of record on a specified date in any of
these months will be treated as both paid by Alexander's, Inc. and received by
the stockholder on December 31 of that year, provided that Alexander's, Inc.
actually pays the dividend on or before January 31 of the following calendar
year. Stockholders may not include in their own income tax returns any net
operating losses or capital losses of Alexander's, Inc.

     U.S. stockholders holding shares at the close of Alexander's, Inc.'s
taxable year will be required to include, in computing their long-term capital
gains for the taxable year in which the last day of Alexander's, Inc.'s taxable
year falls, the amount that Alexander's, Inc. designates in a written notice
mailed to its stockholders. Alexander's, Inc. may not designate amounts in
excess of Alexander's, Inc.'s undistributed net capital gain for the taxable
year. Each U.S. stockholder required to include the designated amount in
determining the stockholder's long-term capital gains will be deemed to have
paid, in the taxable year of the inclusion, the tax paid by Alexander's, Inc. in
respect of the undistributed net capital gains. U.S. stockholders to whom these
rules apply will be allowed a credit or a refund, as the case may be, for the
tax they are deemed to have paid. U.S. stockholders will increase their basis in
their shares by the difference between the amount of the includible gains and
the tax deemed paid by the stockholder in respect of these gains.

     Distributions made by Alexander's, Inc. and gain arising from a U.S.
stockholder's sale or exchange of shares will not be treated as passive activity
income. As a result, U.S. stockholders generally will not be able to apply any
passive losses against that income or gain.

     When a U.S. stockholder sells or otherwise disposes of shares, the
stockholder will recognize gain or loss for Federal income tax purposes in an
amount equal to the difference between (a) the amount of cash and the fair
market value of any property received on the sale or other disposition, and (b)
the holder's adjusted basis in the shares for tax purposes. This gain or loss
will be capital gain or loss if the U.S. stockholder has held the shares as a
capital asset. The gain or loss will be long-term gain or loss if the U.S.
stockholder has held the shares for more than one year. Long-term capital gain
of an individual U.S. stockholder is generally taxed at preferential rates. In
general, any loss recognized by a U.S. stockholder when the stockholder sells or
otherwise disposes of shares of Alexander's, Inc. that the stockholder has held
for six months or less, after applying certain holding period rules, will be
treated as a long-term capital loss, to the extent of distributions received by
the stockholder from Alexander's, Inc. which were required to be treated as
long-term capital gains.

     BACKUP WITHHOLDING.  Alexander's, Inc. will report to its U.S. stockholders
and the IRS the amount of dividends paid during each calendar year, and the
amount of tax withheld, if any. Under the backup withholding rules, backup
withholding may apply to a stockholder with respect to dividends paid unless the
holder (a) is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact, or (b) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with applicable requirements of the backup withholding rules.
The IRS also may impose penalties on a U.S. stockholder that does not provide
Alexander's, Inc. with his correct taxpayer identification number. A stockholder
may credit any amount paid as backup withholding against the stockholder's
income tax liability. In addition, Alexander's, Inc. may be required to withhold
a portion of capital gain distributions to any stockholders who fail to certify
their non-foreign status to Alexander's, Inc.
                                        60

     TAXATION OF TAX-EXEMPT STOCKHOLDERS.  The IRS has ruled that amounts
distributed as dividends by a REIT generally do not constitute unrelated
business taxable income when received by a tax-exempt entity. Based on that
ruling, provided that a tax-exempt stockholder is not one of the types of entity
described in the next paragraph and has not held its shares as "debt financed
property" within the meaning of the Internal Revenue Code, and the shares are
not otherwise used in a trade or business, the dividend income from shares will
not be unrelated business taxable income to a tax-exempt stockholder. Similarly,
income from the sale of shares will not constitute unrelated business taxable
income unless the tax-exempt stockholder has held the shares as "debt financed
property" within the meaning of the Internal Revenue Code or has used the shares
in a trade or business.

     Income from an investment in Alexander's, Inc.'s shares will constitute
unrelated business taxable income for tax-exempt stockholders that are social
clubs, voluntary employee benefit associations, supplemental unemployment
benefit trusts, and qualified group legal services plans exempt from Federal
income taxation under the applicable subsections of Section 501(c) of the
Internal Revenue Code, unless the organization is able to properly deduct
amounts set aside or placed in reserve for certain purposes so as to offset the
income generated by its shares. Prospective investors of the types described in
the preceding sentence should consult their own tax advisors concerning these
"set aside" and reserve requirements.

     Notwithstanding the foregoing, however, a portion of the dividends paid by
a "pension-held REIT" will be treated as unrelated business taxable income to
any trust which:

     - is described in Section 401(a) of the Internal Revenue Code,

     - is tax-exempt under Section 501(a) of the Internal Revenue Code, and

     - holds more than 10% (by value) of the equity interests in the REIT.

     Tax-exempt pension, profit-sharing and stock bonus funds that are described
in Section 401(a) of the Internal Revenue Code are referred to below as
"qualified trusts." A REIT is a "pension-held REIT" if:

     - it would not have qualified as a REIT but for the fact that Section
       856(h)(3) of the Internal Revenue Code provides that stock owned by
       qualified trusts will be treated, for purposes of the "not closely held"
       requirement, as owned by the beneficiaries of the trust (rather than by
       the trust itself), and

     - either (a) at least one qualified trust holds more than 25% by value of
       the interests in the REIT or (b) one or more qualified trusts, each of
       which owns more than 10% by value of the interests in the REIT, hold in
       the aggregate more than 50% by value of the interests in the REIT.

     The percentage of any REIT dividend treated as unrelated business taxable
income to a qualifying trust is equal to the ratio of (a) the gross income of
the REIT from unrelated trades or businesses, determined as though the REIT were
a qualified trust, less direct expenses related to this gross income, to (b) the
total gross income of the REIT, less direct expenses related to the total gross
income. A de minimis exception applies where this percentage is less than 5% for
any year. Alexander's, Inc. does not expect to be classified as a pension-held
REIT.

     The rules described above under the heading "U.S. Stockholders" concerning
the inclusion of Alexander's, Inc.'s designated undistributed net capital gains
in the income of its stockholders will apply to tax-exempt entities. Thus,
tax-exempt entities will be allowed a credit or refund of the tax deemed paid by
these entities in respect of the includible gains.

  NON-U.S. STOCKHOLDERS

     The rules governing U.S. Federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships and estates or trusts
that in either case are not subject to United States Federal income tax on a net
income basis who own common stock or preferred stock, which we call "non-U.S.
stockholders," are complex. The following discussion is only a limited summary
of these rules. Prospective non-U.S. stockholders should consult with their own
tax advisors to determine the impact of U.S. Federal, state

                                        61

and local income tax laws with regard to an investment in common stock or
preferred stock, including any reporting requirements.

     ORDINARY DIVIDENDS.  Distributions, other than distributions that are
treated as attributable to gain from sales or exchanges by Alexander's, Inc. of
U.S. real property interests, as discussed below, and other than distributions
designated by Alexander's, Inc. as capital gain dividends, will be treated as
ordinary income to the extent that they are made out of current or accumulated
earnings and profits of Alexander's, Inc. A withholding tax equal to 30% of the
gross amount of the distribution will ordinarily apply to distributions of this
kind to non-U.S. stockholders, unless an applicable tax treaty reduces that tax.
However, if income from the investment in the shares is treated as effectively
connected with the non-U.S. stockholder's conduct of a U.S. trade or business or
is attributable to a permanent establishment that the non-U.S. stockholder
maintains in the United States if that is required by an applicable income tax
treaty as a condition for subjecting the non-U.S. stockholder to U.S. taxation
on a net income basis, tax at graduated rates generally will apply to the non-
U.S. stockholder in the same manner as U.S. stockholders are taxed with respect
to dividends, and the 30% branch profits tax also may apply if the stockholder
is a foreign corporation. Alexander's, Inc. expects to withhold U.S. tax at the
rate of 30% on the gross amount of any dividends, other than dividends treated
as attributable to gain from sales or exchanges of U.S. real property interests
and capital gain dividends, paid to a non-U.S. stockholder, unless (a) a lower
treaty rate applies and the required form evidencing eligibility for that
reduced rate is filed with Alexander's, Inc. or the appropriate withholding
agent or (b) the non-U.S. stockholder files an IRS Form W-8 ECI or a successor
form with Alexander's, Inc. or the appropriate withholding agent claiming that
the distributions are effectively connected with the non-U.S. stockholder's
conduct of a U.S. trade or business.

     Distributions to a non-U.S. stockholder that are designated by Alexander's,
Inc. at the time of distribution as capital gain dividends which are not
attributable to or treated as attributable to the disposition by Alexander's,
Inc. of a U.S. real property interest generally will not be subject to U.S.
Federal income taxation, except as described below.

     RETURN OF CAPITAL.  Distributions in excess of Alexander's, Inc.'s current
and accumulated earnings and profits, which are not treated as attributable to
the gain from Alexander's, Inc.'s disposition of a U.S. real property interest,
will not be taxable to a non-U.S. stockholder to the extent that they do not
exceed the adjusted basis of the non-U.S. stockholder's shares. Distributions of
this kind instead will reduce the adjusted basis of the shares. To the extent
that distributions of this kind exceed the adjusted basis of a non-U.S.
stockholder's shares, they will give rise to tax liability if the non-U.S.
stockholder otherwise would have to pay tax on any gain from the sale or
disposition of its shares, as described below. If it cannot be determined at the
time a distribution is made whether the distribution will be in excess of
current and accumulated earnings and profits, withholding will apply to the
distribution at the rate applicable to dividends. However, the non-U.S.
stockholder may seek a refund of these amounts from the IRS if it is
subsequently determined that the distribution was, in fact, in excess of current
accumulated earnings and profits of Alexander's, Inc.

     CAPITAL GAIN DIVIDENDS.  For any year in which Alexander's, Inc. qualifies
as a REIT, distributions that are attributable to gain from sales or exchanges
by Alexander's, Inc. of U.S. real property interests will be taxed to a non-U.S.
stockholder under the provisions of the Foreign Investment in Real Property Tax
Act of 1980, as amended.

     Under this statute, these distributions are taxed to a non-U.S. stockholder
as if the gain were effectively connected with a U.S. business. Thus, non-U.S.
stockholders will be taxed on the distributions at the normal capital gain rates
applicable to U.S. stockholders, subject to any applicable alternative minimum
tax and special alternative minimum tax in the case of individuals. Alexander's,
Inc. is required by applicable Treasury regulations under this statute to
withhold 35% of any distribution that Alexander's, Inc. could designate as a
capital gain dividend. However, if Alexander's, Inc. designates as a capital
gain dividend a distribution made before the day Alexander's, Inc. actually
effects the designation, then although the distribution may be taxable to a
non-U.S. stockholder, withholding does not apply to the distribution under this
statute. Rather, Alexander's, Inc. must effect the 35% withholding from
distributions made on and after the date of the designation, until the
distributions so withheld equal 35% of the amount of the prior distribution
designated as

                                        62

a capital gain dividend. The non-U.S. stockholder may credit the amount withheld
against its U.S. tax liability.

     SALES OF SHARES.  Gain recognized by a non-U.S. stockholder upon a sale or
exchange of common stock generally will not be taxed under the Foreign
Investment in Real Property Tax Act if Alexander's, Inc. is a "domestically
controlled REIT," defined generally as a REIT, less than 50% in value of whose
stock is and was held directly or indirectly by foreign persons at all times
during a specified testing period. Alexander's, Inc. believes that it is and
will continue to be a domestically controlled REIT, and, therefore, that
taxation under this statute generally will not apply to the sale of Alexander's,
Inc. shares. However, gain to which this statute does not apply will be taxable
to a non-U.S. stockholder if investment in the shares is treated as effectively
connected with the non-U.S. stockholder's U.S. trade or business or is
attributable to a permanent establishment that the non-U.S. stockholder
maintains in the United States if that is required by an applicable income tax
treaty as a condition for subjecting the non-U.S. stockholder to U.S. taxation
on a net income basis. In this case, the same treatment will apply to the
non-U.S. stockholder as to U.S. stockholders with respect to the gain. In
addition, gain to which the Foreign Investment in Real Property Tax Act does not
apply will be taxable to a non-U.S. stockholder if the non-U.S. stockholder is a
nonresident alien individual who was present in the United States for 183 days
or more during the taxable year and has a "tax home" in the United States, or
maintains an office or a fixed place of business in the United States to which
the gain is attributable. In this case, a 30% tax will apply to the nonresident
alien individual's capital gains. A similar rule will apply to capital gain
dividends to which this statute does not apply.

     If Alexander's, Inc. was not a domestically controlled REIT, tax under the
Foreign Investment in Real Property Tax Act would apply to a non-U.S.
stockholder's sale of shares only if the selling non-U.S. stockholder owned more
than 5% of the class of shares sold at any time during a specified period. This
period is generally the shorter of the period that the non-U.S. stockholder
owned the shares sold or the five-year period ending on the date when the
stockholder disposed of the shares. If tax under this statute applies to the
gain on the sale of shares, the same treatment would apply to the non-U.S.
stockholder as to U.S. stockholders with respect to the gain, subject to any
applicable alternative minimum tax and a special alternative minimum tax in the
case of nonresident alien individuals.

  FEDERAL ESTATE TAXES

     Common stock or preferred stock held by a non-U.S. stockholder at the time
of death will be included in the stockholder's gross estate for United States
federal estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

  BACKUP WITHHOLDING AND INFORMATION REPORTING

     If you are a non-U.S. stockholder, you are generally exempt from backup
withholding and information reporting requirements with respect to:

     - dividend payments, and

     - the payment of the proceeds from the sale of common shares effected at a
       United States office of a broker,

     as long as the income associated with these payments is otherwise exempt
from United States federal income tax, and:

     - the payor or broker does not have actual knowledge or reason to know that
       you are a United States person and you have furnished to the payor or
       broker:

      - a valid IRS Form W-8BEN or an acceptable substitute form upon which you
        certify, under penalties of perjury, that you are a non-United States
        person, or

                                        63

      - other documentation upon which it may rely to treat the payments as made
        to a non-United States person in accordance with U.S. Treasury
        regulations, or

     - you otherwise establish an exemption.

     Payment of the proceeds from the sale of common stock effected at a foreign
office of a broker generally will not be subject to information reporting or
backup withholding. However, a sale of common stock or preferred stock that is
effected at a foreign office of a broker will be subject to information
reporting and backup withholding if:

     - the proceeds are transferred to an account maintained by you in the
       United States,

     - the payment of proceeds or the confirmation of the sale is mailed to you
       at a United States address, or

     - the sale has some other specified connection with the United States as
       provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above are
met or you otherwise establish an exemption.

     In addition, a sale of common stock or preferred stock will be subject to
information reporting if it is effected at a foreign office of a broker that is:

     - a United States person,

     - a controlled foreign corporation for United States tax purposes,

     - a foreign person 50% or more of whose gross income is effectively
       connected with the conduct of a United States trade or business for a
       specified three-year period, or

     - a foreign partnership, if at any time during its tax year:

      - one or more of its partners are "U.S. persons," as defined in U.S.
        Treasury regulations, who in the aggregate hold more than 50% of the
        income or capital interest in the partnership, or

      - such foreign partnership is engaged in the conduct of a United States
        trade or business,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above are
met or you otherwise establish an exemption. Backup withholding will apply if
the sale is subject to information reporting and the broker has actual knowledge
that you are a United States person.

     You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by timely filing a
refund claim with the IRS.

  OTHER TAX CONSEQUENCES

     State or local taxation may apply to Alexander's, Inc. and its stockholders
in various state or local jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of Alexander's,
Inc. and its stockholders may not conform to the Federal income tax consequences
discussed above. Consequently, prospective stockholders should consult their own
tax advisors regarding the effect of state and local tax laws on an investment
in Alexander's, Inc.

TAXATION OF HOLDERS OF DEBT WARRANTS

  SALE OR EXPIRATION

     Generally, you will recognize gain or loss upon the sale or other
disposition of your debt warrant in an amount equal to the difference between
the amount you realize on such sale or other disposition and your tax basis in
the debt warrant. Your tax basis in your debt warrant generally will be its
cost. If you hold a debt warrant that expires unexercised you generally will
recognize loss in an amount equal to your tax basis in the

                                        64

debt warrant. Gain or loss resulting from the sale, other disposition or
expiration of a debt warrant generally will be capital gain or loss and will be
long-term if the debt warrant was held for more than one year.

  EXERCISE

     If you exercise your debt warrant with cash it will not be a taxable event
for you. Your basis in the debt securities received on exercise of the debt
warrant will equal the sum of your tax basis in the exercised debt warrant and
the exercise price of the debt warrant. The holding period in a debt security
received on exercise of a debt warrant will not include the period during which
the debt warrant was held.

     The applicable prospectus supplement will contain a discussion of any
special United States federal income tax rules with respect to debt warrants
that are issued as a unit with other securities.

TAXATION OF HOLDERS OF DEBT SECURITIES

     This section describes the material United States federal income tax
consequences of owning a debt security that Alexander's, Inc. may offer for your
general information only. It is not tax advice. It applies to you only if the
debt security you purchase is not an original issue discount or zero coupon debt
security and you acquire the debt security in the initial offering at the
offering price. If you purchase a debt security at a price other than the
offering price, the amortizable bond premium or market discount rules also may
apply to you. You should consult your own tax advisors regarding this
possibility.

     The tax consequences of owning any debt security that is a zero coupon debt
security or an original issue discount debt security, a floating rate debt
security, or an indexed debt security that we offer will be discussed in the
applicable prospectus supplement.

  UNITED STATES DEBT SECURITY HOLDERS

     This subsection describes the tax consequences to a United States holder of
a debt security. You are a United States holder of a debt security if you are a
beneficial owner of a debt security to which this section applies and you are:

     - a citizen or resident of the United States,

     - a domestic corporation,

     - an estate whose income is subject to United States federal income tax
       regardless of its source, or

     - a trust if a United States court can exercise primary supervision over
       the trust's administration and one or more United States persons are
       authorized to control all substantial decisions of the trust.

     If you are not a United States holder of a debt security, this subsection
does not apply to you and you should refer to "-- United States Alien Debt
Security Holders" below.

     PAYMENTS OF INTEREST.  You will be taxed on the interest on your debt
security as ordinary income at the time you receive the interest or when it
accrues, depending on your method of accounting for tax purposes.

     PURCHASE, SALE AND RETIREMENT OF DEBT SECURITIES.  Your tax basis in your
debt security generally will be its cost (including, in the case of a debt
security acquired through the exercise of a debt warrant, both the cost of the
debt warrant and the amount paid on exercise of the debt warrant). You generally
will recognize capital gain or loss on the sale or retirement of your debt
security equal to the difference between the amount you realize on the sale or
retirement, excluding any amounts attributable to accrued but unpaid interest,
and your tax basis in your debt security. Capital gain of a noncorporate United
States debt security holder is generally taxed at preferential rates where the
holder has a holding period greater than one year.

                                        65

  UNITED STATES ALIEN DEBT SECURITY HOLDERS

     This subsection describes the tax consequences to a United States alien
debt security holder. You are a United States alien debt security holder if you
are the beneficial owner of a debt security to which this section applies and
are, for United States federal income tax purposes:

     - a nonresident alien individual,

     - a foreign corporation,

     - a foreign partnership, or

     - an estate or trust that in either case is not subject to United States
       federal income tax on a net income basis on income or gain from a debt
       security.

If you are a United States debt security holder, this subsection does not apply
to you.

     Under United States federal income and estate tax law, and subject to the
discussion of backup withholding below, if you are a United States alien debt
security holder:

     - we and other U.S. payors generally will not be required to deduct United
       States withholding tax from payments of principal and interest to you if,
       in the case of payments of interest:

          1.  you do not actually or constructively own 10% or more of the
     capital or profits interest of Alexander's, Inc.,

          2.  you are not a controlled foreign corporation that is related to
     Alexander's, Inc. through stock ownership, and

          3.  the U.S. payor does not have actual knowledge or reason to know
     that you are a United States person and:

             a.  you have furnished to the U.S. payor an Internal Revenue
        Service Form W-8BEN or an acceptable substitute form upon which you
        certify, under penalties of perjury, that you are a non-United States
        person,

             b.  in the case of payments made outside the United States to you
        at an offshore account (generally, an account maintained by you at a
        bank or other financial institution at any location outside the United
        States), you have furnished to the U.S. payor documentation that
        establishes your identity and your status as a non-United States person,

             c.  the U.S. payor has received a withholding certificate
        (furnished on an appropriate IRS Form W-8 or an acceptable substitute
        form) from a person claiming to be:

                i.  a withholding foreign partnership (generally, a foreign
           partnership that has entered into an agreement with the IRS to assume
           primary withholding responsibility with respect to distributions and
           guaranteed payments it makes to its partners),

                ii.  a qualified intermediary (generally, a non-United States
           financial institution or clearing organization or a non-United States
           branch or office of a United States financial institution or clearing
           organization that is a party to a withholding agreement with the
           IRS), or

                iii.  a U.S. branch of a non-United States bank or of a
           non-United States insurance company,

           and the withholding foreign partnership, qualified intermediary or
           U.S. branch has received documentation upon which it may rely to
           treat the payment as made to a non-United States person in accordance
           with U.S. Treasury regulations (or, in the case of a qualified
           intermediary, in accordance with its agreement with the IRS), or

             d.  the U.S. payor receives a statement from a securities clearing
        organization, bank or other financial institution that holds customers'
        securities in the ordinary course of its trade or business,

                                        66

                i.  certifying to the U.S. payor under penalties of perjury that
           an IRS Form W-8BEN or an acceptable substitute form has been received
           from you by it or by a similar financial institution between it and
           you, and

                ii.  to which is attached a copy of the IRS Form W-8BEN or
           acceptable substitute form, or

          4.  the U.S. payor otherwise possesses documentation upon which it may
     rely to treat the payment as made to a non-United States person in
     accordance with U.S. Treasury regulations, and

     - no deduction for any United States federal withholding tax will be made
       from any gain that you realize on the sale or exchange of your debt
       security.

Further, a debt security held by an individual who at the individual's time of
death is not a citizen or resident of the United States will not be includible
in the individual's gross estate for United States federal estate tax purposes
if:

     - the individual did not actually or constructively own 10% or more of the
       capital or profits interest of Alexander's, Inc. at the time of the
       individual's death and

     - the income on the debt security would not have been effectively connected
       with a United States trade or business of the individual at the time of
       the individual's death.

  BACKUP WITHHOLDING AND INFORMATION REPORTING

     In general, if you are a noncorporate United States debt security holder,
we and other payors are required to report to the IRS all payments of principal
and interest on your debt security. In addition, we and other payors are
required to report to the IRS any payment of proceeds of the sale of your debt
security before maturity within the United States. Additionally, backup
withholding will apply to any payments if you fail to provide an accurate
taxpayer identification number, or you are notified by the IRS that you have
failed to report all interest and dividends required to be shown on your federal
income tax returns.

     In general, if you are a United States alien debt security holder, payments
of principal or interest made by us and other payors to you will not be subject
to backup withholding and information reporting, provided that the certification
requirements described above under "-- United States Alien Debt Security
Holders" are satisfied or you otherwise establish an exemption. However, we and
other payors are required to report payments of interest on your debt securities
on IRS Form 1042-S even if the payments are not otherwise subject to information
reporting requirements. In addition, payment of the proceeds from the sale of
debt securities effected at a United States office of a broker will not be
subject to backup withholding and information reporting provided that:

     - the broker does not have actual knowledge or reason to know that you are
       a United States person and you have furnished to the broker:

      - an appropriate IRS Form W-8 or an acceptable substitute form upon which
        you certify, under penalties of perjury, that you are not a United
        States person, or

      - other documentation upon which it may rely to treat the payment as made
        to a non-United States person in accordance with U.S. Treasury
        regulations, or

     - you otherwise establish an exemption.

     If you fail to establish an exemption and the broker does not possess
adequate documentation of your status as a non-United States person, the
payments may be subject to information reporting and backup withholding.
However, backup withholding will not apply with respect to payments made to an
offshore account maintained by you unless the broker has actual knowledge that
you are a United States person.

                                        67

     In general, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will not be subject to information
reporting or backup withholding. However, a sale effected at a foreign office of
a broker will be subject to information reporting and backup withholding if:

     - the proceeds are transferred to an account maintained by you in the
       United States,

     - the payment of proceeds or the confirmation of the sale is mailed to you
       at a United States address, or

     - the sale has some other specified connection with the United States as
       provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above
(relating to a sale of debt securities effected at a United States office of a
broker) are met or you otherwise establish an exemption.

     In addition, payment of the proceeds from the sale of debt securities
effected at a foreign office of a broker will be subject to information
reporting if the broker is:

     - a United States person,

     - a controlled foreign corporation for United States tax purposes,

     - a foreign person 50% or more of whose gross income is effectively
       connected with the conduct of a United States trade or business for a
       specified three-year period, or

     - a foreign partnership, if at any time during its tax year:

      - one or more of its partners are "U.S. persons," as defined in U.S.
        Treasury regulations, who in the aggregate hold more than 50% of the
        income or capital interest in the partnership, or

      - such foreign partnership is engaged in the conduct of a United States
        trade or business,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above
(relating to a sale of debt securities effected at a United States office of a
broker) are met or you otherwise establish an exemption. Backup withholding will
apply if the sale is subject to information reporting and the broker has actual
knowledge that you are a United States person.

     You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by timely filing a
refund claim with the IRS.

                                        68

                              PLAN OF DISTRIBUTION

     We may sell the offered securities as follows:

     - through agents,

     - to or through underwriters, or

     - directly to other purchasers.

     We will identify any underwriters or agents and describe their compensation
in a prospectus supplement.

     We, directly or through agents, may sell, and the underwriters may resell,
the offered securities in one or more transactions, including negotiated
transactions. These transactions may be:

     - at a fixed public offering price or prices, which may be changed,

     - at market prices prevailing at the time of sale,

     - at prices related to such prevailing market prices, or

     - at negotiated prices.

     In connection with the sale of offered securities, the underwriters or
agents may receive compensation from us or from purchasers of the offered
securities for whom they may act as agents. The underwriters may sell offered
securities to or through dealers, who may also receive compensation from
purchasers of the offered securities for whom they may act as agents.
Compensation may be in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of 1933,
and any discounts or commissions received by them from us and any profit on the
resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act of 1933.

     We will indemnify the underwriters and agents against certain civil
liabilities, including liabilities under the Securities Act of 1933.

     Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of their
businesses.

                           VALIDITY OF THE SECURITIES

     The validity of the securities issued under this prospectus will be passed
upon for us by Shearman & Sterling LLP, New York, New York, counsel to
Alexander's, Inc. The validity of any securities issued under this prospectus
will be passed upon for any underwriters by the counsel named in the applicable
prospectus supplement.

                                    EXPERTS

     The consolidated financial statements and the related consolidated
financial statement schedules of Alexander's, Inc. incorporated in this
prospectus by reference from Alexander's, Inc.'s Annual Report on Form 10-K
(which expresses an unqualified opinion and includes an explanatory paragraph
concerning the adoption of Statement of Financial Accounting Standards No. 144)
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                                        69

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following is a statement of expenses (all of which are estimated other
than the SEC registration fee) in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation:

                                                           
SEC registration fee........................................  $  121,350
Printing and engraving expense..............................     300,000
Legal fees and disbursements................................     750,000
Accounting fees and disbursements...........................     200,000
Transfer agent's, depositary's and trustee's fees and
  disbursements.............................................      75,000
Blue sky fees and expenses..................................      75,000
Miscellaneous (including listing and rating agency fees)....     750,000
                                                              ----------
  Total.....................................................  $2,271,350
                                                              ==========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers under certain circumstances. Such law provides
further that the indemnification permitted thereunder shall not be deemed
exclusive of any other rights to which the directors and officers may be
entitled under a corporation's certificate of incorporation, by-laws, agreement
or otherwise.

     Alexander's, Inc.'s certificate of incorporation provides that our officers
and directors will be indemnified to the fullest extent permitted by Delaware
law. The directors shall be liable to us or the stockholders for monetary
damages for breach of the director's fiduciary duty. Such provision does not
limit a director's liability to us or our stockholders resulting from: (i) any
breach of the director's duty of loyalty to us or our stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in section 174 of the Delaware General
Corporation Law or (iv) any transaction from which the director derived an
improper personal benefit.

     Alexander's, Inc.'s certificate of incorporation provides that we shall pay
the expenses incurred by our officers or directors in defending a civil or
criminal action, suit, or proceeding involving such person's acts or omissions
as an officer or a director of ours if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of us or our stockholders and, with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. Unless ordered by a court, indemnification of an officer shall be
made by us only as authorized in a specific case upon the determination that
indemnification of the officer or director is proper under the circumstances
because he or she has met the applicable standard of conduct. Such determination
shall be made (i) by majority vote of our directors who are not parties to the
action, suit or proceeding, (ii) by independent legal counsel in a written
opinion, or (iii) by our stockholders. Alexander's, Inc.'s certificate of
incorporation authorizes us to pay the expenses incurred by an officer or a
director in defending a civil or criminal action, suit, or proceeding in advance
of the final disposition thereof, upon receipt of an undertaking by or on behalf
of such person to repay the expenses if it is ultimately determined that the
person is not entitled to be indemnified by us.

     We have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent or is liable as our
director, or is or was serving, at our request, as a director, officer,

                                       II-1

employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, regardless of whether
we would have power to indemnify him against such liability.

     We have purchased a policy of directors' and officers' insurance that
insures both us and our officers and directors against expenses and liabilities
of the type normally insured against under such policies, including the expense
of the indemnifications described above.

     Pursuant to the form of Underwriting Agreement, to be filed by amendment
hereto or by Form 8-K, the underwriters will agree, subject to certain
conditions, to indemnify Alexander's, Inc., its directors, certain of its
officers and persons who control Alexander's, Inc. within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), against certain
liabilities.

ITEM 16.  EXHIBITS

     See the Exhibit Index which is incorporated herein by reference.

ITEM 17.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment of this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's Annual Report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is
                                       II-2

incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       II-3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Alexander's,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing and has duly caused this registration statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York and State of New York, on November 21, 2003.

                                          ALEXANDER'S, INC.

                                          By:       /s/ JOSEPH MACNOW
                                            ------------------------------------
                                                       Joseph Macnow
                                            Executive Vice President -- Finance
                                                and Administration and Chief
                                                      Financial Officer
                                            (Principal Financial and Accounting
                                                           Officer)

                                       II-4

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Steven
Roth, Michael D. Fascitelli and Joseph Macnow, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, to any related Rule 462(b) registration
statement and to any other documents filed with the Securities and Exchange
Commission and to file the same, with all exhibits to the registration statement
and other documents in connection with the registration statement, with the
Securities and Exchange Commission or any other regulatory authority, grants to
the attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and ratifies and confirms all that the attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by virtue of this power of
attorney.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

              SIGNATURE                               TITLE                      DATE
              ---------                               -----                      ----

           /s/ STEVEN ROTH                 Chief Executive Officer and     November 21, 2003
- --------------------------------------    Director (Principal Executive
             Steven Roth                            Officer)

      /s/ MICHAEL D. FASCITELLI              President and Director        November 21, 2003
- --------------------------------------
        Michael D. Fascitelli

           /s/ STEPHEN MANN                 Chairman of the Board of       November 21, 2003
- --------------------------------------              Directors
             Stephen Mann

          /s/ JOSEPH MACNOW                Executive Vice President --     November 21, 2003
- --------------------------------------   Finance and Administration and
            Joseph Macnow                    Chief Financial Officer
                                            (Principal Financial and
                                               Accounting Officer)

      /s/ THOMAS R. DIBENEDETTO                     Director               November 21, 2003
- --------------------------------------
        Thomas R. DiBenedetto

         /s/ DAVID MANDELBAUM                       Director               November 21, 2003
- --------------------------------------
           David Mandelbaum

      /s/ ARTHUR I. SONNENBLICK                     Director               November 21, 2003
- --------------------------------------
        Arthur I. Sonnenblick

          /s/ NEIL UNDERBERG                        Director               November 21, 2003
- --------------------------------------
            Neil Underberg

           /s/ RICHARD WEST                         Director               November 21, 2003
- --------------------------------------
             Richard West

      /s/ RUSSELL B. WIGHT, JR.                     Director               November 21, 2003
- --------------------------------------
        Russell B. Wight, Jr.

                                       II-5

                                 EXHIBIT INDEX

NUMBER                           DESCRIPTION
- ------                           -----------
      
  1.1**  Form of Underwriting Agreement (for Common Stock)
  1.2**  Form of Underwriting Agreement (for Preferred Stock)
  1.3**  Form of Underwriting Agreement (for Debt Securities)
  3.1*   Amended and Restated Certificate of Incorporation of the
         Company (incorporated by reference from the Company's Form
         S-3 (No. 033-62779) filed September 20, 1995)
  3.2*   By-laws of the Company (incorporated by reference to the
         Company's Form 10-Q filed May 9, 2000)
  4.1    Form of Indenture for Senior Debt Securities
  4.2    Form of Senior Debt Security (included in Exhibit 4.1)
  4.3    Form of Indenture for Subordinated Debt Securities
  4.4    Form of Subordinated Debt Security (included in Exhibit 4.3)
  4.5    Form of Deposit Agreement
  4.6    Form of Depositary Receipt (included in Exhibit 4.5)
  5.1    Opinion of Shearman & Sterling LLP
  8.1    Tax Opinion of Shearman & Sterling LLP
 12.1    Statement Regarding Computation of Consolidated Ratios of
         Earnings to Fixed Charges
 15.1    Letter Regarding Unaudited Interim Financial Information
 23.1    Consent of Deloitte & Touche LLP
 23.2    Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
 23.3    Consent of Shearman & Sterling LLP (included in Exhibit 8.1)
 24.1    Powers of Attorney (included on signature page)
 25.1    Statement of Eligibility of Senior Trustee on Form T-1
 25.2    Statement of Eligibility of Subordinated Trustee on Form T-1

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

* Filed previously.

** To be filed by amendment or on a Form 8-K.

                                                                     EXHIBIT 4.1
================================================================================

                                ALEXANDER'S, INC.

                                       to

                              THE BANK OF NEW YORK

                                                                         Trustee

                                   ----------

                                    Indenture

                              Dated as of ___, 200_

                                   ----------

                             SENIOR DEBT SECURITIES

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

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

ss. 310(a)(1)       ........................................   609
       (a)(2)       ........................................   609
       (a)(3)       ........................................   Not Applicable
       (a)(4)       ........................................   Not Applicable
       (b)          ........................................   608
                    ........................................   610
ss. 311(a)          ........................................   613
       (b)          ........................................   613
ss. 312(a)          ........................................   701
                    ........................................   702
       (b)          ........................................   702
       (c)          ........................................   702
ss. 313(a)          ........................................   703
       (b)          ........................................   703
       (c)          ........................................   703
       (d)          ........................................   703
ss. 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
ss. 315(a)          ........................................   601
       (b)          ........................................   602
       (c)          ........................................   601
       (d)          ........................................   601
       (e)          ........................................   514
ss. 316(a)          ........................................   101
       (a)(1)(A)    ........................................   502
                    ........................................   512
       (a)(1)(B)    ........................................   513
       (a)(2)       ........................................   Not Applicable
       (b)          ........................................   508
       (c)          ........................................   104

Trust Indenture
   Act Section                                                 Indenture Section

ss. 317(a)(1)       ........................................   503
       (a)(2)       ........................................   504
       (b)          ........................................   1003
ss. 318(a)          ........................................   107

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

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Parties....................................................................  1
Recitals of the Company....................................................  1

ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          Section 101.  Definitions........................................  1
                  Act      ................................................  2
                  Affiliate................................................  2
                  Authenticating Agent.....................................  2
                  Board of Directors.......................................  2
                  Board Resolution.........................................  2
                  Business Day.............................................  2
                  Commission...............................................  3
                  Common Shares............................................  3
                  Company  ................................................  3
                  Company Request..........................................  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
                  Global Security..........................................  4
                  Holder   ................................................  4
                  Indenture................................................  4
                  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.........................  5
                  Outstanding..............................................  5

                                       ii

                                                                           Page
                                                                           ----

                  Paying Agent.............................................  6
                  Person   ................................................  6
                  Place of Payment.........................................  6
                  Predecessor Security.....................................  6
                  Redemption Date..........................................  6
                  Redemption Price.........................................  6
                  Regular Record Date......................................  6
                  Responsible Officer......................................  6
                  Securities...............................................  7
                  Securities Act...........................................  7
                  Security Register........................................  7
                  Security Registrar.......................................  7
                  Special Record Date......................................  7
                  Stated Maturity..........................................  7
                  Subsidiary...............................................  7
                  Trust Indenture Act......................................  7
                  Trustee  ................................................  7
                  U.S. Government Obligation...............................  8
                  Vice President...........................................  8
         Section 102.  Compliance Certificates and Opinions................  8
         Section 103.  Form of Documents Delivered to Trustee..............  8
         Section 104.  Acts of Holders; Record Dates.......................  9
         Section 105.  Notices, Etc., to Trustee and Company............... 11
         Section 106.  Notice to Holders; Waiver........................... 12
         Section 107.  Conflict with Trust Indenture Act................... 12
         Section 108.  Effect of Headings and Table of Contents............ 12
         Section 109.  Successors and Assigns.............................. 13
         Section 110.  Separability Clause................................. 13
         Section 111.  Benefits of Indenture............................... 13
         Section 112.  Governing Law....................................... 13
         Section 113.  Legal Holidays...................................... 13

                                   ARTICLE TWO

                                 SECURITY FORMS

         Section 201.  Forms Generally..................................... 14
         Section 202.  Form of Face of Security............................ 14
         Section 203.  Form of Reverse of Security......................... 16
         Section 204.  Form of Legend for Global Securities................ 20

                                       iii

                                                                           Page
                                                                           ----

         Section 205.  Form of Trustee's Certificate of Authentication...... 20

                                  ARTICLE THREE

                                 THE SECURITIES

         Section 301.  Amount Unlimited; Issuable in Series................. 20
         Section 302.  Denominations........................................ 23
         Section 303.  Execution, Authentication, Delivery and Dating....... 23
         Section 304.  Temporary Securities................................. 25
         Section 305.  Registration, Registration of Transfer and Exchange.. 25
         Section 306.  Mutilated, Destroyed, Lost and Stolen Securities..... 27
         Section 307.  Payment of Interest; Interest Rights Preserved....... 28
         Section 308.  Persons Deemed Owners................................ 29
         Section 309.  Cancellation......................................... 30
         Section 310.  Computation of Interest.............................. 30
         Section 311.  CUSIP Numbers........................................ 30

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         Section 401.  Satisfaction and Discharge of Indenture.............. 31
         Section 402.  Application of Trust Money........................... 32

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501.  Events of Default.................................... 32
         Section 502.  Acceleration of Maturity; Rescission and Annulment... 34
         Section 503.  Collection of Indebtedness and Suits for Enforcement
                       by Trustee .......................................... 36
         Section 504.  Trustee May File Proofs of Claim..................... 36
         Section 505.  Trustee May Enforce Claims Without Possession of
                       Securities........................................... 37
         Section 506.  Application of Money Collected....................... 37
         Section 507.  Limitation on Suits.................................. 37
         Section 508.  Unconditional Right of Holders to Receive Principal,
                       Premium and Interest................................. 38
         Section 509.  Restoration of Rights and Remedies................... 38
         Section 510.  Rights and Remedies Cumulative....................... 39

                                       iv

                                                                           Page
                                                                           ----

         Section 511.  Delay or Omission Not Waiver......................... 39
         Section 512.  Control by Holders................................... 39
         Section 513.  Waiver of Past Defaults.............................. 39
         Section 514.  Undertaking for Costs................................ 40
         Section 515.  Waiver of Usury, Stay or Extension Laws.............. 40

                                   ARTICLE SIX

                                   THE TRUSTEE

         Section 601.  Certain Duties and Responsibilities.................. 40
         Section 602.  Notice of Defaults................................... 41
         Section 603.  Certain Rights of Trustee............................ 41
         Section 604.  Not Responsible for Recitals or Issuance of
                       Securities .......................................... 42
         Section 605.  May Hold Securities.................................. 42
         Section 606.  Money Held in Trust.................................. 43
         Section 607.  Compensation and Reimbursement....................... 43
         Section 608.  Disqualification; Conflicting Interests.............. 44
         Section 609.  Corporate Trustee Required; Eligibility.............. 44
         Section 610.  Resignation and Removal; Appointment of Successor.... 44
         Section 611.  Acceptance of Appointment by Successor............... 46
         Section 612.  Merger, Conversion, Consolidation or Succession to
                       Business............................................. 47
         Section 613.  Preferential Collection of Claims Against Company.... 47
         Section 614.  Appointment of Authenticating Agent.................. 47

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701.  Company to Furnish Trustee Names and Addresses
                       of Holders........................................... 49
         Section 702.  Preservation of Information; Communications
                       to Holders........................................... 50
         Section 703.  Reports by Trustee................................... 50
         Section 704.  Reports by Company................................... 50
         Section 705.  Notice of Default.................................... 51

                                        v

                                                                           Page
                                                                           ----

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801.  Company May Consolidate, Etc., Only on Certain
                       Terms ............................................... 51
         Section 802.  Successor Substituted................................ 52

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901.  Supplemental Indentures Without Consent of Holders... 52
         Section 902.  Supplemental Indentures with Consent of Holders...... 54
         Section 903.  Execution of Supplemental Indentures................. 55
         Section 904.  Effect of Supplemental Indentures.................... 55
         Section 905.  Conformity with Trust Indenture Act.................. 55
         Section 906.  Reference in Securities to Supplemental Indentures... 56

                                   ARTICLE TEN

                                    COVENANTS

         Section 1001.  Payment of Principal, Premium and Interest.......... 56
         Section 1002.  Maintenance of Office or Agency..................... 56
         Section 1003.  Money for Securities Payments to Be Held in Trust... 57
         Section 1004.  Statement by Officers as to Default................. 58
         Section 1005.  Existence........................................... 58
         Section 1006.  Maintenance of Properties........................... 58
         Section 1007.  Payment of Taxes and Other Claims................... 59
         Section 1008.  Waiver of Certain Covenants......................... 59
         Section 1009.  Calculation of Original Issue Discount.............. 59

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101.  Applicability of Article............................ 59
         Section 1102.  Election to Redeem; Notice to Trustee............... 60
         Section 1103.  Selection by Trustee of Securities to Be Redeemed... 60
         Section 1104.  Notice of Redemption................................ 61

                                       vi

                                                                           Page
                                                                           ----
         Section 1105.  Deposit of Redemption Price......................... 61
         Section 1106.  Securities Payable on Redemption Date............... 62
         Section 1107.  Securities Redeemed in Part......................... 62

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         Section 1201.  Applicability of Article............................ 63
         Section 1202.  Satisfaction of Sinking Fund Payments with
                        Securities ......................................... 63
         Section 1203.  Redemption of Securities for Sinking Fund........... 63

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 1301.  Company's Option to Effect Defeasance or
                        Covenant Defeasance................................. 64
         Section 1302.  Defeasance and Discharge............................ 64
         Section 1303.  Covenant Defeasance................................. 65
         Section 1304.  Conditions to Defeasance or Covenant Defeasance..... 65
         Section 1305.  Deposited Money and U.S. Government Obligations to
                        Be Held in Trust; Miscellaneous Provisions.......... 67
         Section 1306.  Reinstatement....................................... 68

Testimonium................................................................. 69
Signatures and Seals........................................................ 69
Acknowledgements............................................................ 69

                  INDENTURE, dated as of _________, 200_, between Alexander's,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 888
Seventh Avenue, New York, New York 10019, and The Bank of New York, 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,

                                        2

         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 in the United States of America at the date
         of such computation;

                  (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 subdivision.

                  "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.

                  "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.

                                        3

                  "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.

                  "Common Shares" means the shares of common stock, $1.00 par
value per share, of the Company.

                  "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.

                  "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 by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date hereof is located
at ______________________.

                  "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.

                                        4

                  "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.

                  "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 installment 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 installment 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, and who shall be acceptable to the Trustee.

                                        5

                  "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) 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

                                        6

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.

                  "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 the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any

                                        7

assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter 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 installment 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 installment 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 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.

                                        8

                  "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".

                  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;

                  (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

                                        9

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.

                  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.

                                       10

                  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, in the circumstances permitted by the Trust
Indenture Act, 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
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

                                       11

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,
         Attention: [Corporate Trust Trustee Administration], or

                  (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

                                       12

         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, Attention: __________, 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 that 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 that 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.

                                       13

                  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, without regard to
principles of conflicts of law.

                  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, provided that no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

                                       14

                                   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 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.]

                                ALEXANDER'S, INC.

                      ____________________________________

No. _____                                                                 $____
                                                                CUSIP No.______

                  ALEXANDER'S, INC., a corporation duly organized and existing
under the laws of the State 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 _________________________________, and to pay interest
thereon from the most recent

                                       15

Interest Payment Date to which interest has been paid or duly provided for,
semiannually on ________ and ________in each year, commencing as of the date, at
the rate of ___% per annum, until the principal hereof is paid or made available
for payment, provided that any principal and premium, and any such installment
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 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 any overdue principal or premium which is not so paid on demand 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
interest shall be payable on demand.]

                  Payment of the principal of (and premium, if any) and [if
applicable, insert --any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in ___________, 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; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.

                                       16

                  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.

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

                                             ALEXANDER'S, 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 The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto 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 or aggregate
principal amount to $_______].

                  [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' nor more than 60 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

                                       17

the principal amount, and (2)] at any time [if applicable, insert -- on or after
______, 19__], 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 during the 12-month period beginning _________ of the years
indicated,

                    Redemption                                    Redemption
   Year               Price                  Year                    Price
   ----               -----                  ----                    -----

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 installments 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 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 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.]

                                       18

                  [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 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

                                       19

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

                  [If applicable, insert -- Interest on the principal balance of
this Security shall be calculated on the basis of a [365- or 366-day year, as
appropriate, for the actual number of days elapsed) [360-day year of twelve
30-day months].]

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS LAWS.

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

                                       20

                  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.

Dated:                                                 THE BANK OF NEW YORK
                                                                 As Trustee

                                              By ____________________________
                                                     Authorized Signatory

                                  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.

                                       21

                  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 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;

                                       22

                  (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, shall
         be subject to either or both of Defeasance or Covenant Defeasance as
         provided in Article Thirteen;

                  (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

                                       23

         forth in Section 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.

                                       24

                  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.

                                       25

                  Each Security shall be dated the date of its authentication.

                  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 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

                                       26

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, 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.

                                       27

                  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 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, and in
         either case a successor Depositary is not appointed within 90 days by
         the Company, (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

                                       28

as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of 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.

                  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

                                       29

         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 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

                                       30

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 in
a manner customary to the Trustee as directed by a Company Order.

                  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.

                  Section 311.  CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall us "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                       31

                                  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;

                                       32

                  (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 Section 607, 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,
         if any, on any Security of that series; or

                                       33

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

                  (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 10% 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; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company (including a
         default with respect to Securities of any series other than that
         series) having an aggregate principal amount outstanding of at least
         $50,000,000, 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 at least
         $50,000,000, 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 10 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 10% 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; 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 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

                                       34

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company 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 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 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 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 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, upon receipt of a request from the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series, shall 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

                                       35

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.

                  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.

                                       36

                  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 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.

                                       37

                  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.

                  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 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;

                                       38

                  (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 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.

                  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.

                                       39

                  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.

                  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

                                       40

                  (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. The provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by the Company, to
any suit instituted by any Holder, or group of Holders of an aggregate more than
10 percent in principal amount of the Securities then outstanding, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security, on or after the respective due dates
expressed in such Security.

                  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

                                       41

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, direction, consent,
         order, bond, debenture, note, other evidence or 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 of its selection and
         the advice of such counsel (to be confirmed in writing) 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;

                                       42

                  (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;

                  (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; and

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

                  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.

                  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.

                                       43

                  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 in writing with the Company.

                  Section 607.  Compensation and Reimbursement.

                  The Company agrees

                  (1) to pay to the Trustee from time to time such reasonable
         compensation as the Company and the Trustee shall from time to time
         agree in writing 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 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 and any predecessor Trustee for,
         and to hold it harmless against, any loss, liability or expense
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of 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.

                  The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607 except with respect to funds
held in trust for the benefit of the Holders of particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(6) or Section 501(7), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.

                                       44

                  Section 608.  Disqualification; 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.

                  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.

                  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

                                       45

                  (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 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 or removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  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, the retiring Trustee or 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.

                                       46

                  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.

                  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.

                  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)
if the retiring Trustee is not retiring with respect to all Securities, 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

                                       47

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.

                  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

                                       48

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 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.

                                       49

                  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.

                                                            THE BANK OF NEW YORK
                                                                      As Trustee

                                             By_________________________________
                                                         As Authenticating Agent

                                             By_________________________________
                                                              Authorized Officer

                                  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 March 15 and September 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 March 1 or September 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.

                                       50

                  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 time and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted within 60 days after the first date of issuance of
Securities and on each anniversary of such date.

                  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 promptly 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.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained

                                       51

therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  Section 705.  Notice of Default.

                  The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within five Business Days of its becoming
aware of any such Event of Default.

                                  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 form satisfactory to the Trustee, 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;

                                       52

                  (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

                                       53

                  (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

                  (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.

                                       54

                  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,

                  (1) change the Stated Maturity of the principal of, or any
         installment 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 1008, 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 1008, 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

                                       55

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.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                  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.

                  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.

                                       56

                  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 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 Trustee and 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, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, 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

                                       57

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.

                  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

                                       58

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 New York, 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, rights (charter and statutory) and franchises; 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 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
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.

                                       59

                  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.  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 if
before the time for such compliance the Holders of at least 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.

                  Section 1009.  Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year.

                                 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.

                                       60

                  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 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.

                                       61

                  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.

                  All notices of redemption shall state, including CUSP number,
if any:

                  (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

                                       62

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, installments 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 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.

                                       63

                                 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 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 30 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall

                                       64

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.

                  If applicable to a particular series of Securities, the
Company may elect, at its option at any time, to have Section 1302 or Section
1303 applied to any such series of Securities or any Securities of such series,
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 applicable series of Securities or any Securities of
such series, 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 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, 1002 and 1003, (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 applicable Securities notwithstanding the prior
exercise of its option (if any) to have Section 1303 applied to such Securities.

                                       65

                  Section 1303.  Covenant Defeasance.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any applicable series of Securities or any Securities of
such series, as the case may be, (1) the Company shall be released from its
obligations under Section 801(3), Sections 1005 through 1007, 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 1005 through
1007, 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 applicable series of Securities or any
Securities of such series, 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 pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) 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,
         money in an amount, or (C) a combination thereof, 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

                                       66

         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.

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

                  (3) In the event of an election to have Section 1303 apply to
         any applicable series of Securities or any Securities of such series,
         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.

                                       67

                  (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.

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

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. 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 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.

                                       68

                  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 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.

                  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.

                                      ALEXANDER'S, INC.

                                      By____________________________________

Attest:

_________________

                                      THE BANK OF NEW YORK
                                      Trustee:

                                       By___________________________________

                                       69

                                      By____________________________________

Attest:

_________________

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

                  On the ____ day of ________, ____, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
he is ____________ of ________________, 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.

                                                      __________________________

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

                  On the ____ day of ________, ____, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
he is ____________ of ________________, 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.

                                                      __________________________

                                                                    EXHIBIT 4.3

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

                                ALEXANDER'S INC.

                                       to

                              THE BANK OF NEW YORK
                                                              Trustee

                                   ----------

                                    Indenture

                             Dated as of _____, 200_

                                   ----------

                          SUBORDINATED DEBT SECURITIES

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

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

ss.310   (a)(1)        .....................................   609
         (a)(2)        .....................................   609
         (a)(3)        .....................................   Not Applicable
         (a)(4)        .....................................   Not Applicable
         (b)           .....................................   608
                                                               610
ss.311   (a)           .....................................   613
         (b)           .....................................   613
ss.312   (a)           .....................................   701
                                                               702
         (b)           .....................................   702
         (c)           .....................................   702
ss.313   (a)           .....................................   703
         (b)           .....................................   703
         (c)           .....................................   703
         (d)           .....................................   703
ss.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
ss.315   (a)           .....................................   601
         (b)           .....................................   602
         (c)           .....................................   601
         (d)           .....................................   601
         (e)           .....................................   514
ss.316   (a)           .....................................   101
         (a)(1)(A)     .....................................   502
                                                               512
         (a)(1)(B)     .....................................   513
         (a)(2)        .....................................   Not Applicable
         (b)           .....................................   508
         (c)           .....................................   104
ss.317   (a)(1)        .....................................   503
         (a)(2)        .....................................   504
         (b)           .....................................   1003
ss.318   (a)           .....................................   107

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

Note:    This reconciliation and tie shall not, for any purpose, be deemed to
         be a part of the Indenture

                                TABLE OF CONTENTS

                                   ----------
                                                                          Page

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

    101.  Definitions.....................................................  1
    102.  Compliance Certificates and Opinions............................  8
    103.  Form of Documents Delivered to Trustee..........................  9
    104.  Acts of Holders, Record Dates................................... 10
    105.  Notices, Etc., to Trustee and Company........................... 12
    106.  Notice to Holders; Waiver....................................... 12
    107.  Conflict with Trust Indenture Act............................... 13
    108.  Effect of Headings and Table of Contents........................ 13
    109.  Successors and Assigns.......................................... 13
    110.  Separability Clause............................................. 13
    111.  Benefits of Indenture........................................... 13
    112.  Governing Law................................................... 14
    113.  Legal Holidays.................................................. 14

                                   ARTICLE TWO

                                 SECURITY FORMS

    201.  Forms Generally................................................. 14
    202.  Form of Face of Security........................................ 15
    203.  Form of Reverse of Security..................................... 17
    204.  Form of Legend for Global Securities............................ 23
    205.  Form of Trustee's Certificate of Authentication................. 23

                                  ARTICLE THREE

                                 THE SECURITIES

    301.  Amount Unlimited; Issuable in Series............................ 23
    302.  Denominations................................................... 26

                                      (ii)
                                                                         Page

    303.  Execution, Authentication, Delivery and Dating.................. 27
    304.  Temporary Securities............................................ 28
    305.  Registration, Registration of Transfer and Exchange............. 29
    306.  Mutilated, Destroyed, Lost and Stolen Securities................ 31
    307.  Payment of Interest; Interest Rights Preserved.................. 32
    308.  Persons Deemed Owners........................................... 33
    309.  Cancellation.................................................... 33
    310.  Computation of Interest......................................... 34
    311.  CUSIP Numbers................................................... 34

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

    401.  Satisfaction and Discharge of Indenture......................... 34
    402.  Application of Trust Money...................................... 35

                                  ARTICLE FIVE

                                    REMEDIES

    501.  Events of Default............................................... 36
    502.  Acceleration of Maturity; Rescission and Annulment.............. 38
    503.  Collection of Indebtedness and Suits for Enforcement by
             Trustee...................................................... 39
    504.  Trustee May File Proofs of Claim................................ 40
    505.  Trustee May Enforce Claims Without Possession of
             Securities................................................... 40
    506.  Application of Money Collected.................................. 41
    507.  Limitation on Suits............................................. 41
    508.  Unconditional Right of Holders to Receive Principal,
             Premium and Interest and to Convert.......................... 42
    509.  Restoration of Rights and Remedies.............................. 42
    510.  Rights and Remedies Cumulative.................................. 42
    511.  Delay or Omission Not Waiver.................................... 43
    512.  Control by Holders.............................................. 43
    513.  Waiver of Past Defaults......................................... 43
    514.  Undertaking for Costs........................................... 44
    515.  Waiver of Usury, Stay or Extension Laws......................... 44

                                      (iii)
                                                                         Page

                                   ARTICLE SIX

                                   THE TRUSTEE

    601.  Certain Duties and Responsibilities............................. 44
    602.  Notice of Defaults.............................................. 45
    603.  Certain Rights of Trustee....................................... 45
    604.  Not Responsible for Recitals or Issuance of Securities.......... 46
    605.  May Hold Securities............................................. 46
    606.  Money Held in Trust............................................. 47
    607.  Compensation and Reimbursement.................................. 47
    608.  Disqualification; Conflicting Interests......................... 48
    609.  Corporate Trustee Required, Eligibility......................... 48
    610.  Resignation and Removal; Appointment of Successor............... 48
    611.  Acceptance of Appointment by Successor.......................... 50
    612.  Merger, Conversion, Consolidation or Succession to
             Business..................................................... 51
    613.  Preferential Collection of Claims Against Company............... 51
    614.  Appointment of Authenticating Agent............................. 51

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

    701.  Company to Furnish Trustee Names and Addresses of
             Holders...................................................... 53
    702.  Preservation of Information; Communications to Holders.......... 54
    703.  Reports by Trustee.............................................. 54
    704.  Reports by Company.............................................. 54
    705.  Notice of Default............................................... 55

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

    801.  Company May Consolidate, Etc., Only on Certain Terms............ 55
    802.  Successor Substituted........................................... 56

                                      (iv)
                                                                         Page

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

    901.  Supplemental Indentures Without Consent of Holders.............. 57
    902.  Supplemental Indentures With Consent of Holders................. 58
    903.  Execution of Supplemental Indentures............................ 59
    904.  Effect of Supplemental Indentures............................... 60
    905.  Conformity with Trust Indenture Act............................. 60
    906.  Reference in Securities to Supplemental Indentures.............. 60

                                   ARTICLE TEN

                                    COVENANTS

    1001.  Payment of Principal, Premium and Interest..................... 60
    1002.  Maintenance of Office or Agency................................ 61
    1003.  Money for Securities Payments to Be Held in Trust.............. 61
    1004.  Statement by Officers as to Default............................ 62
    1005.  Existence...................................................... 63
    1006.  Maintenance of Properties...................................... 63
    1007.  Payment of Taxes and Other Claims.............................. 63
    1008.  Waiver of Certain Covenants.................................... 63
    1009.  Calculation of Original Issue Discount......................... 64

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

    1101.  Applicability of Article....................................... 64
    1102.  Election to Redeem; Notice to Trustee.......................... 64
    1103.  Selection by Trustee of Securities to Be Redeemed.............. 64
    1104.  Notice of Redemption........................................... 65
    1105.  Deposit of Redemption Price.................................... 66
    1106.  Securities Payable on Redemption Date.......................... 67
    1107.  Securities Redeemed in Part.................................... 67

                                       (v)
                                                                         Page

                                 ARTICLE TWELVE

                                  SINKING FUNDS

    1201.  Applicability of Article....................................... 68
    1202.  Satisfaction of Sinking Fund Payments with Securities.......... 68
    1203.  Redemption of Securities for Sinking Fund...................... 68

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

    1301.  Company's Option to Effect Defeasance or Covenant
             Defeasance................................................... 69
    1302.  Defeasance and Discharge....................................... 69
    1303.  Covenant Defeasance............................................ 70
    1304.  Conditions to Defeasance or Covenant Defeasance................ 70
    1305.  Deposited Money and U.S. Government Obligations to Be
             Held in Trust; Miscellaneous Provisions...................... 72
    SECTION 1306.  Reinstatement.......................................... 73

                                ARTICLE FOURTEEN

                            CONVERSION OF SECURITIES

    1401.  Applicability; Conversion Privilege and Conversion Price....... 74
    1402.  Exercise of Conversion Privilege............................... 74
    1403.  Fractions of Shares............................................ 75
    1404.  Adjustment of Conversion Price................................. 76
    1405.  Notice of Adjustments of Conversion Price...................... 80
    1406.  Notice of Certain Corporate Action............................. 80
    1407.  Company to Reserve Shares...................................... 81
    1408.  Taxes on Conversions........................................... 82
    1409.  Covenant as to Shares.......................................... 82
    1410.  Cancellation of Converted Securities........................... 82
    1411.  Provisions in Case of Reclassification, Consolidation,
             Merger or Sale of Assets..................................... 82
    1412.  Responsibility of Trustee and Conversion Agent................. 83

                                      (vi)
                                                                         Page

                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

    1501.  Securities Subordinate to Senior Debt.......................... 84
    1502.  Payment Over of Proceeds upon Dissolution, Etc................. 84
    1503.  Prior Payment to Senior Debt upon Acceleration of
             Securities................................................... 85
    1504.  No Payment when Senior Debt in Default......................... 86
    1505.  Payment Permitted in Certain Situations........................ 87
    1506.  Subrogation to Rights of Holders of Senior Debt................ 87
    1507.  Provisions Solely to Define Relative Rights.................... 87
    1508.  Trustee to Effectuate Subordination............................ 88
    1509.  No Waiver of Subordination Provisions.......................... 88
    1510.  Notice to Trustee.............................................. 89
    1511.  Reliance on Judicial Order or Certificate of Liquidating
             Agent........................................................ 89
    1512.  Trustee Not Fiduciary for Holders of Senior Debt............... 90
    1513.  Rights of Trustee as Holder of Senior Debt,
             Preservation of Trustee's Rights............................. 90
    1514.  Article Applicable to Paying Agents............................ 90
    1515.  Certain Conversions Deemed Payment............................. 90

                  INDENTURE, dated as of ____________, 200_, between Alexander's
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 888
Seventh Avenue, New York, New York 10019, and The Bank of New York, 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;

                                        2

                  (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 in the United
         States of America at the date of such computation;

                  (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 subdivision.

                  "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.

                  "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.

                                        3

                  "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.

                  "Common Shares" means the shares of common stock, $1.00 par
value per share, of the Company.

                  "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.

                  "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 by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall
administered, which office at the date hereof is located at [ ].

                  "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.

                                        4

                  "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.

                  "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 installment 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 installment 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, and who shall be acceptable to the Trustee.

                                        5

                  "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 501.

                  "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 the Indenture or provision therefor satisfactory
         to the Trustee has been made;

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

                  (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; and

                  (5)  Securities  which have been  delivered to the Trustee for
         conversion pursuant to Article Fourteen;

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

                                        6

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.

                  "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.

                                        7

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter 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 301.

                  "Senior Debt" means be principal of (and premium, if any) and
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company to the extent that such
claim for past-petition interest is allowed in such proceeding) on all
indebtedness of the Company (including indebtedness of others guaranteed by the
Company), other than the Securities, whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, which is (i) for money
borrowed, (ii) evidenced by a note or similar instrument given in connection
with the acquisition of any businesses, properties or assets of any kind or
(iii) obligations of the Company as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles or leases of property or assets made as part of any sale
and lease-back transaction to which the Company is a party, including
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligation, unless in any case in the instrument creating or
evidencing any such indebtedness or obligation or pursuant to which the same is
outstanding it is provided that such indebtedness or obligation is not superior
in right of payment to the Securities.

                  "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 installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed

                                        8

date on which the principal of such Security or such installment 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 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".

                  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,

                                        9

                  (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;

                  (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.

                                       10

                  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.

                  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, in the circumstances permitted by the Trust
Indenture Act, 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

                                       11

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
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

                                       12

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,
         Attention: Corporate Trust Trustee Administration, or

                  (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, Attention:
         _______________, 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

                                       13

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 that 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 that 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.

                  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, the holders of Senior Debt and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

                                       14

                  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, without regard to
principles of conflicts of law.

                  SECTION 113.  Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Conversion Date or Stated Maturity of any Security or the last date on which a
Holder has the right to convert a Security at a particular conversion price
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) or
conversion 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, Redemption Date or
Conversion Date, or at the Stated Maturity, provided that no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

                                   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 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.

                                       15

                  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.]

                                ALEXANDER'S INC.

                                   ----------

No. __________                                                 $_______________
                                                      CUSIP No. _______________

                  ALEXANDER'S INC., a corporation duly organized and existing
under the laws of the State 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
____________________________, and to pay interest thereon from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on __________ and __________ in each year, commencing as of the
date, at the rate of [_____%] per annum, until the principal hereof is paid or
made available for payment, provided that any principal and premium, and any
such installment 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
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

                                       16

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 any overdue principal or premium which is not so paid on demand 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
interest shall be payable on demand.]

                  Payment of the principal of (and premium, if any) and [if
applicable, insert in any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in [__________], 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; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.

                  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.

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

                                                    ALEXANDER'S INC.

                                                    By:______________________
Attest:

_______________________

                                       17

                  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 The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto 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 or aggregate
principal amount to $_______________].

                  [If applicable, insert -- Subject to and upon compliance with
the provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time on or before the close of business on _______________, or in
case this Security or a portion hereof is called for redemption, then in respect
of this Security or such portion hereof until and including, but (unless the
Company defaults in making the payment due upon redemption) not after, the close
of business on the date prior to the Redemption Date, to convert this Security
(or any portion of the principal amount hereof which is $1,000 or an integral
multiple thereof), at the principal amount hereof, or of such portion, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100 of a share) of Common Shares of the Company at a conversion price
per Common Share equal to $__________ per Common Share (or at the current
adjusted conversion price if an adjustment has been made as provided in the
Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank, to the Company at its office or agency in _____________,
accompanied by written notice to the Company that the Holder hereof elects to
convert this Security, or if less than the entire principal amount hereof is to
be converted the portion hereof to be converted and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (unless this Security or the portion hereof being
converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in New York Clearing House or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement for payment and, in the case of
a conversion after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest (with certain exceptions provided in
the Indenture), no payment or adjustment is to be made on conversion for
interest accrued hereon or for dividends on the Common Shares issued on
conversion. No fractions of shares

                                       18

or scrip representing fractions of shares will be issued on conversion, but
instead of any fractional interest the Company shall pay a cash adjustment as
provided in the Indenture. The conversion price is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of Common Shares into which this
Security might have been converted immediately prior to such consolidation,
merger or transfer (assuming such holder of Common Shares failed to exercise any
rights of election and received per share the kind and amount received per share
by a plurality of non-electing shares).]

                  [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' nor more than 60 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 __________,
19___], 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 during the 12-month period beginning __________ of the years indicated,

===========================================================================
                      Redemption                               Redemption
      Year              Price             Year                   Price
- - ---------------------------------------------------------------------------

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

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

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

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

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

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 installments 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.

                                       19

                  [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 [if applicable, insert -- or conversion] of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed [if applicable, insert -- or unconverted] portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]

                  The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that to the
extent and in the manner set forth in Article Fifteen of the Indenture, the
indebtedness represented by the Securities and the payment of principal (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt.

                  [If applicable, insert -- The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security 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.]

                                       20

                  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 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.

                  Subject to the rights of holders of Senior Debt, as set forth
in the Indenture, no other 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 [if applicable, insert -- or to convert this
security as provided in the Indenture].

                  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

                                       21

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

                  [If applicable, insert -- Interest on the principal balance of
this Security shall be calculated on the basis of a [365- or 366-day year, as
appropriate, for the actual number of days elapsed] [360-day year of twelve
30-day months].]

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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

                  [If applicable, insert  --

                           [FORM OF CONVERSION NOTICE]

To:  ALEXANDER'S INC.

                  The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into Common Shares in
accordance with the terms of the Indenture referred to in this Security, and
directs that the shares issuable and deliverable upon the

                                       22

conversion, together with any check in payment for fractional shares and any
Securities, representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

Dated:

Fill in for registration of shares of
  Common Shares and Securities if to
  be issued otherwise than to the
  registered holder.

                                                     Principal Amount to
                                                     be converted
                                                     (in an integral
                                                     multiple of $1,000,
                                                     if less than all):

_____________________________________
                  Name

_____________________________________
                  Address

_____________________________________            ______________________________
(Please print name and address,                             Signature
 including zip code number)

SOCIAL SECURITY OR OTHER
  TAXPAYER IDENTIFYING
  NUMBER

                           [SIGNATURE GUARANTEED -- required only if Common
                           Shares and Securities are to be issued and delivered
                           to other than the registered holder]

                           ____________________________________________]

                                       23

                  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.

Dated:                                                THE BANK OF NEW YORK
                                                                As Trustee

                                By:_____________________________________________
                                                Authorized Signatory

                                  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.

                                       24

                  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 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;

                                       25

                  (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 shall be
         subject to either or both of Defeasance or Covenant Defeasance as
         provided in Article Thirteen; provided that no series of Securities
         that is convertible into or exchangeable for Common Shares or other
         securities pursuant to Section 301(19) shall be subject to Defeasance
         pursuant to Section 1302;

                                       26

                  (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 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 Event 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;

                  (19) the terms and conditions, if any, pursuant to which the
         Securities are convertible into or exchangeable for Common Shares or
         other securities; and

                  (20) 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.

                                       27

                  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.

                  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

                                       28

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.

                  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 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

                                       29

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, 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

                                       30

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 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, and in
         either case a successor Depositary is not appointed within 90 days by
         the Company, (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

                                       31

         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 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.

                  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.

                                       32

                  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 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

                                       33

         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.

                  Subject to the provisions of Section 1402, in case of any
Security which is converted after any Regular Record Date and on or prior to the
next succeeding Interest Payment Date, interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) 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 such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence in the case of any Security which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security shall not be payable.

                  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 conversion 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

                                       34

Indenture.  All cancelled Securities held by the Trustee shall be disposed of in
a manner customary to the Trustee as directed by a Company Order.

                  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.

                  SECTION 311.  CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                  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 conversion, 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 and/or conversion; or

                                       35

                           (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;

                  (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 Section 607, 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.

                                       36

Money deposited pursuant to this section not in violation of this Indenture
shall not be subject to claims of the holders of Senior Debt under Article
Fifteen.

                                  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 occasioned by the
provisions of Article Fifteen or 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,
         if any, on any Security of that series; 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

                  (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 10% 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; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company (including a
         default with respect to Securities of any series other than that
         series) having an aggregate principal amount outstanding of at least
         $50,000,000, or under any mortgage, indenture or instrument

                                       37

         (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 at
         least $50,000,000, 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 10 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 10% 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; 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 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 in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company 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 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 in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the

                                       38

         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 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 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, upon receipt of a request from the Holders of not Less than tan 25% in
principal amount of the Outstanding Securities of that series, shall, 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.

                  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

                                       39

                           (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

                                       40

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 effective 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 sequesteror 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,

                                       41

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.

                  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 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

                                       42

                  (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 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.

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

                  Notwithstanding any other provision in this Indenture, but
subject to Article Fifteen of 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 convert such Security in
accordance with Article Fourteen and to institute suit for the enforcement of
any such payment or such right of conversion, 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

                                       43

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.

                  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

                                       44

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. The provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by the Company, to
any suit instituted by any Holder, or group of Holders of an aggregate more than
10 percent in principal amount of the Securities then outstanding, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security, on or after the respective due dates
expressed in such Security.

                  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

                                       45

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, 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 of its selection and
         the advice of such counsel (to be confirmed in writing) 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

                                       46

         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;

                  (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; and

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

                  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.

                  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.

                                       47

                  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 in writing with the Company.

                  SECTION 607.  Compensation and Reimbursement.

                  The Company agrees

                  (1) to pay to the Trustee from time to time such reasonable
         compensation as the Company and the Trustee shall from time to time
         agree in writing 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 and any predecessor Trustee for,
         and to hold it harmless against, any loss, liability or expense
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of 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.

                  The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(6) or Section
501(7), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.

                                       48

                  SECTION 608.  Disqualification; 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.

                  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.

                  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

                                       49

                  (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 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 or removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  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, the retiring Trustee or 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.

                                       50

                  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.

                  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.

                  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)
if the retiring Trustee is not retiring with respect to all Securities, 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

                                       51

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.

                  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, partial conversion
or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture

                                       52

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 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.

                                       53

                  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.

                                                            THE BANK OF NEW YORK
                                                                     As  Trustee

                                           By___________________________________
                                                    As  Authenticating Agent

                                           By___________________________________
                                                           Authorized Officer

                                  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 March 15 and September 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 March 1 or September 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

                                       54

         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. Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted within 60 days after the first date of
issuance of Securities and on each anniversary of such date.

                  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 promptly 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

                                       55

filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

              Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 705.  Notice of Default.

                  The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within five Business Days of its becoming
aware of any such Event of Default.

                                  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 form satisfactory to the Trustee, 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 and shall have
         provided for conversion rights

                                       56

         in accordance with Section 1411 with respect to each series of
         Securities afforded conversion thereunder;

                  (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;

                  (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.

                                       57

                                  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

                  (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

                                       58

                  (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 make provision with respect to the conversion of
         Holders pursuant to the requirements of Article Fourteen; or

                  (10) 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 (10) 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,

                  (1) change the Stated Maturity of the principal of, or any
         installment 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 modify the provisions of this Indenture with
         respect to the conversion of the Securities in a manner adverse to the
         Holders, or modify the

                                       59

         provisions of this Indenture with respect to the subordination of the
         Securities in a manner adverse to the Holders, 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 1008, 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 1008, 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.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                  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

                                       60

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.

                  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 Trustee and 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.

                                       61

                  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 or surrendered for
conversion 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, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, 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

                                       62

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.

                  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 New York, 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.

                                       63

                  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, rights (charter and statutory) and franchises; 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 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
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.  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 if
before the time for such compliance the Holders of at least 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,

                                       64

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.

                  SECTION 1009.  Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year.

                                 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 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

                                       65

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.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection.

                  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.

                  All notices of redemption shall state, including CUSIP number,
if any:

                                       66

                  (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) in the case of any Securities that are convertible
         pursuant to Article Fourteen, the conversion price, the date on which
         the right to convert the principal of the Securities to be redeemed
         will terminate and the place or places where such Securities may be
         surrendered for conversion,

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

                  (7) 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 other than any Securities
called for redemption on that date which have been converted prior to the date
of such deposit.

                  If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor

                                       67

Security to receive interest as provided in the last paragraph of Section 307)
be paid to the Company upon Company Request or, if then held by the Company,
shall be discharged from such trust.

                  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, installments 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 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.

                                       68

                                 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 converted pursuant to Article Fourteen of
this Indenture or 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 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

                                       69

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 30 nor more 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.

                  If applicable to a particular series of Securities, the
Company may elect, at its option at any time, to have Section 1302 or Section
1303 applied to any such series of Securities or any Securities of such series,
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 applicable series of Securities or any Securities of
such series, 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 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

                                       70

Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (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
applicable 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 applicable series of Securities or any Securities of
such series, as the case may be, (1) the Company shall be released from its
obligations under Section 801(3), Sections 1005 through 1007, 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 1005 through
1007, 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 applicable series of Securities or any
Securities of such series, 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 pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) 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,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public

                                       71

         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.

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

                  (3) In the event of an election to have Section 1303 apply to
         any applicable series of Securities or any Securities of such series,
         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

                                       72

         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.

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

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. 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

                                       73

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 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 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.

                                       74

                                ARTICLE FOURTEEN

                            CONVERSION OF SECURITIES

                  SECTION 1401. Applicability; Conversion Privilege and
Conversion Price.

                  Securities of any series which are convertible into Common
Shares shall be convertible in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

                  Subject to and upon compliance with the provisions of this
Article, at the option of the Holder thereof, any Security or any portion of the
principal amount thereof which is an integral multiple of the authorized
denomination thereof may be converted at the principal amount thereof, or of
such portion thereof, into fully paid and nonassessable shares (calculated as to
each conversion to the nearest 1/100 of a share) of Common Shares, at the
conversion price, determined as hereinafter provided, in effect at the time of
conversion. Such conversion right shall expire at the close of business on the
date specified for Securities of such series. In case a Security or portion
thereof is called for redemption, such conversion right in respect of the
Security or portion so called shall expire at the close of business on the date
prior to the Redemption Date, unless the Company defaults in making the payment
due upon redemption.

                  The price at which shares of Common Shares shall be delivered
upon conversion (herein called the "conversion price,") shall be the price
specified in relation to Securities of such series pursuant to Section 301. The
conversion price shall be adjusted in certain instances as provided in Section
1404.

                  SECTION 1402.  Exercise of Conversion Privilege.

                  In order to exercise the conversion privilege, the Holder of
any Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 1002, accompanied by written
notice to the Company (which shall be substantially in the form set forth in
Section 203) at such office or agency or, if applicable, by notice in accordance
with the procedures of the Depositary that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a Redemption Date within such
period) be accompanied by payment in New York Clearing House funds or other
funds

                                       75

acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of Securities being surrendered
for conversion; provided, however, that a Security surrendered for conversion on
an Interest Payment Date need not be accompanied by a payment and interest on
the principal amount of the Security being converted will be paid on such
Interest Payment Date to the Holder of such Security on the immediately
preceding Record Date. Except as provided in the Securities and subject to the
last paragraph of Section 307, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Securities surrendered for
conversion or on account of any dividends on the Common Shares issued upon
conversion.

                  Securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Securities for
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Securities as Holders shall cease, and the Person
or Persons entitled to receive the Common Shares issuable upon conversion shall
be treated for all purposes as the record holder or holders of such Common
Shares at such time. As promptly as practicable on or after the conversion date,
the Company shall issue and shall deliver at such office or agency a certificate
or certificates for the number of full Common Shares issuable upon conversion,
together with payment in lieu of any fraction of a share, as provided in Section
1403.

                  In the case of any Security which is converted in part only,
upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of authorized denominations in aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security.

                  SECTION 1403.  Fractions of Shares.

                  No fractional Common Shares shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional Common Share which would otherwise be issuable upon conversion
of any Security or Securities (or specified portions thereof), the Company shall
pay a cash adjustment in respect of such fraction in an amount equal to the same
fraction of the market price per Common Share (as determined by the Board of
Directors or in any manner prescribed by the Board of Directors) at the close of
business on the day prior to the day of conversion.

                                       76

                  SECTION 1404. Adjustment of Conversion Price.

                  The conversion price shall be subject to adjustment from time
to time as follows:

                  (1) In case the Company shall pay or make a dividend or other
         distribution on its Common Shares, the conversion price in effect at
         the opening of business or, the day following the date fixed for the
         determination of stockholders entitled to receive such dividend or
         other distribution shall be reduced by multiplying such conversion
         price by a fraction of which (x) the numerator shall be the number of
         Common Shares outstanding at the close of business on the date fixed
         for such determination and (y) the denominator shall be the sum of such
         number of shares and the total number of shares constituting such
         dividend or other distribution, such reduction to become effective
         immediately after the opening of business on the day following the date
         fixed for such determination. For the purposes of this paragraph (1),
         the number of Common Shares at any time outstanding shall not include
         shares held in the treasury of the Company but shall include shares
         issuable in respect of scrip certificates issued in lieu of fractions
         of Common Shares. The Company will not pay any dividend or make any
         distribution on Common Shares held in the treasury of the Company.

                  (2) In case the Company shall issue rights or warrants (which
         rights or warrants expire within 45 days and are not available on an
         equivalent basis to Holders of the Securities convertible pursuant to
         this Article Fourteen upon conversion) to all holders of its Common
         Shares entitling them to subscribe for or purchase shares of Common
         Shares at a price per share less than the current market price per
         share (determined as provided in paragraph (6) of this Section) of the
         Common Shares on the date fixed for the determination of stockholders
         entitled to receive such rights or warrants, the conversion price in
         effect at the opening of business on the day following the date fixed
         for such determination shall be reduced by multiplying such conversion
         price by a fraction of which the numerator shall be the number of
         shares of Common Shares outstanding at the close of business on the
         date fixed for such determination plus the number of Common Shares
         which the aggregate of the offering price of the total number of Common
         Shares so offered for subscription or purchase would purchase at such
         current market price and the denominator shall be the number of Common
         Shares outstanding at the close of business on the date fixed for such
         determination plus the number of Common Shares so offered for
         subscription or purchase, such reduction to become effective
         immediately after the opening of business on the day following the date
         fixed for such determination; provided, however, that to the extent
         that Common Shares are not delivered after the expiration of such
         rights or warrants, the conversion price shall be readjusted (but only
         with respect to Securities converted after such expiration) to the
         conversion price that

                                       77

         would then be in effect had the adjustments made upon the issuance of
         such rights or warrants been made upon the basis of delivery of only
         the number of Common Shares actually issued. In determining whether any
         rights or warrants entitle the holders of Common Shares to subscribe
         for or purchase Common Shares at less than fair market value, there
         shall be taken into account any consideration received by the Company
         upon issuance and upon exercise of such rights or warrants, the value
         of such consideration, if other than cash, to be determined by the
         Board of Directors (whose determination shall be conclusive and
         described in a Board Resolution). For the purposes of this paragraph
         (2), the number of Common Shares any time outstanding shall not include
         shares held in the treasury of the Company but shall include shares
         issuable in respect of scrip certificates issued in lieu of fractions
         of Common Shares. The Company will not issue any rights or warrants in
         respect of Common Shares held in the treasury of the Company.

                  (3) In case outstanding Common Shares shall be subdivided into
         a greater number of Common Shares, the conversion price in effect at
         the opening of business on the day following the day upon which such
         subdivision becomes effective shall be proportionately reduced, and,
         conversely, in case outstanding Common Shares shall each be combined
         into a smaller number of Common Shares, the conversion price in effect
         at the opening of business on the day following the day upon which such
         combination becomes effective shall be proportionately increased, such
         reduction or increase, as the case may be, to become effective
         immediately after the opening of business on the day following the day
         upon which such subdivision or combination becomes effective.

                  (4) In case the Company shall, by dividend or otherwise, at
         any time distribute Excess Cash to all holders of its Common Shares,
         the conversion price shall be reduced so that the owner shall equal the
         price determined by multiplying the conversion price in effect
         immediately prior to the effectiveness of the conversion price
         reduction contemplated by this paragraph (4) by a fraction of which the
         numerator shall be the current market price per share (determined as
         provided in paragraph (6) of this Section) of the Common Shares on such
         date less the amount of Excess Cash so distributed applicable to one
         Common Share and the denominator shall be such current market price per
         share of the Common Shares, such reduction to become effective
         immediately prior to the opening of business on the day following the
         date fixed for the determination of stockholders entitled to receive
         such cash dividend. "Excess Cash" shall mean any dividend or
         distribution (excluding, in all events, any dividend or distribution
         described in paragraph (5) of this Section) consisting exclusively of
         cash and declared with respect to Common Shares to the extent such
         dividend or distribution when added to all other dividends or
         distributions on Common Shares consisting exclusively of cash and made
         during the immediately preceding 12 months (applicable to one
         outstanding Common Share) exceeds 15% of

                                       78

         the current market price per share of the Common Shares immediately
         preceding the date fixed for the determination of stockholders entitled
         to receive such cash dividend.

                  (5) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Shares evidences of its
         indebtedness or assets or rights or warrants to subscribe for or
         purchase any of its securities (including securities, but excluding any
         dividend or distribution referred to in paragraph (1) of this Section,
         any rights or warrants referred to in paragraph (2) of this Section,
         any subdivision or combination referred to in paragraph (3) of this
         Section, and any dividend or distribution payable in cash (other than
         cash or distributions made out of Excess Cash as provided in paragraph
         (4) of this Section, which shall be treated under such paragraph (4)),
         the conversion price shall be adjusted so that the same shall equal the
         price determined by multiplying the conversion price in effect
         immediately prior to the close of business on the date fixed for the
         determination of stockholders entitled to receive such distribution by
         a fraction of which the numerator shall be the current market price per
         share (determined as provided in paragraph (6) of this Section) of the
         Common Shares on the date fixed for such determination less the then
         fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution
         filed with the Trustee) of the portion of the assets or evidences of
         indebtedness so distributed applicable to one Common Share and the
         denominator shall be such current market price per share of the Common
         Shares, such adjustment to become effective immediately prior to the
         opening of business on the day following the date fixed for the
         determination of stockholders entitled to receive such distribution.
         For the purposes of this paragraph (5), the distribution of a security
         which is distributed not only to the holders of the Common Shares on
         the date fixed for the distribution of such security, but also is
         distributed with each Common Share delivered to a Holder exercising the
         conversion privilege subsequent to such distribution date, shall not
         require an adjustment of the conversion price pursuant to this
         paragraph (5); provided that on the date, if any, on which a Holder
         exercising the conversion privilege would no longer be entitled to
         receive such security with a Common Share (other than as a result of
         the termination of all such securities), a distribution of such
         securities shall be deemed to have occurred and the conversion price
         shall be adjusted as provided in this paragraph (5) (and such day shall
         be deemed to be "the date fixed for the determination of the
         stockholders entitled to receive such distribution," and "the date
         fixed for such determination" within the meaning of the immediately
         preceding sentence).

                  (6) For the purpose of any computation under paragraphs (2),
         (4) and (5) of this Section, the current market price per Common Share
         on any date shall be deemed to be the average of the daily closing
         prices for the five consecutive Business Days selected by the Company
         commencing not more than 20 Business Days before, and ending not later
         than, the earlier of the day in question and the day before the

                                       79

         "ex" date with respect to the issuance or distribution requiring such
         computation. The closing price for each day shall be the last reported
         sales price regular way or, in case no such reported sale takes place
         on such day, the average of the reported closing bid and asked prices
         regular way, in either case on the New York Stock Exchange or, if the
         Common Shares are not listed or admitted to trading on such Exchange,
         on the principal national securities exchange on which the Common
         Shares are listed or admitted to trading or, if not listed or admitted
         to trading on any national securities exchange, on the National
         Association of Securities Dealers Automated Quotations National Market
         System or, if the Common Shares are not listed or admitted to trading
         on any national securities exchange or quoted on such National Market
         System, the average of the closing bid and asked prices in the
         over-the-counter market as furnished by any New York Stock Exchange
         member firm selected from time to time by the Company for that purpose.
         For purposes of this paragraph, the term "`ex' date", when used with
         respect to any issuance or distribution, means the first date on which
         the Common Shares trade in a regular way on such exchange or in such
         market without the right to receive such issuance or distribution.

                  (7) The Company may make such reductions in the conversion
         price, in addition to those required by paragraphs (1) through (5) of
         this Section, as it considers to be advisable in order that any event
         treated for Federal income tax purposes as a dividend of stock or stock
         rights shall not be taxable to the recipients.

                  (8) Notwithstanding any provision of this Indenture to the
         contrary, no adjustment in the conversion price shall be required
         unless such adjustment would require an increase or decrease of at
         least one percent in such price; provided, however, that any
         adjustments which by reason of this paragraph (8) are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations under this Article shall be
         made to the nearest cent or to the nearest one-hundredth of a share, as
         the case may be.

                  (9) The Company from time to time (by action of the Board of
         Directors) may decrease the conversion price by any amount for any
         period of time if the period is at least twenty days, the decrease is
         irrevocable during the period and the Board of Directors in its sole
         discretion shall have made a determination that such decrease would be
         in the best interests of the Company, which determination shall be
         conclusive and evidenced by a Board Resolution filed with the Trustee.
         Whenever the conversion price is decreased pursuant to the preceding
         sentence, the Company shall mail to holders of record of the Securities
         a notice of the decrease at least fifteen days prior to the date such
         decrease takes effect, and such notice shall state the decreased
         conversion price and the period it will be in effect.

                                       80

                  (10) Notwithstanding any provision of this Indenture to the
         contrary, no adjustment in the conversion price will be made for the
         issuance of shares of capital stock to directors, employees or
         independent contractors pursuant to the Company's or any of its
         Subsidiaries' stock option, stock ownership or other benefit plans or
         arrangements or trusts related thereto or for issuance of any Common
         Shares interest pursuant to any plan providing for the reinvestment of
         dividends or interest payable on securities of the Company and the
         investment of additional optional amounts in Common Shares under such
         plan.

                  (11) If the Company shall take any action affecting the Common
         Shares, other than action described in this Section 1404, that in the
         sole discretion of the Board of Directors would materially adversely
         affect the conversion rights of the holders of the Securities, the
         Company may, but shall not be obligated to, adjust the conversion price
         for the Securities, to the extent permitted by law, in such manner, and
         at such time, as the Board of Directors, in its sole discretion, may
         determine to be equitable in the circumstances.

                  SECTION 1405.  Notice of Adjustments of Conversion Price.

                  Whenever the conversion price is adjusted as herein provided:

                  (a) the Company shall compute the adjusted conversion price in
         accordance with Section 1404 and shall prepare a certificate signed by
         the Treasurer or Director of Treasury of the Company setting forth the
         adjusted conversion price and showing in reasonable detail the facts
         upon which such adjustment is based, and such certificate shall
         forthwith be filed at the Corporate Trust Office of the Trustee and at
         each office or agency maintained for the purpose of conversion of
         Securities pursuant to Section 1002; and

                  (b) a notice stating that the conversion price has been
         adjusted and setting forth the adjusted conversion price shall
         forthwith be required, and as soon as practicable after it is required,
         such notice shall be mailed by the Company to all Holders at their last
         addresses as they shall appear in the Security Register.

                  SECTION 1406.  Notice of Certain Corporate Action.

                  In case:

                  (a) the Company shall declare a dividend (or any other
         distribution) on its Common Shares payable otherwise than in cash out
         of its retained earnings; or

                                       81

                  (b) the Company shall authorize the granting to the holders of
         its Common Shares of rights or warrants to subscribe for or purchase
         any shares of capital stock of any class or of any other rights; or

                  (c) the Company shall declare a dividend out of Excess Cash;
         or

                  (d) of any reclassification of the Common Shares of the
         Company (other than a subdivision or combination of its outstanding
         shares of Common Shares), or of any consolidation or merger to which
         the Company is a party and for which approval of any stockholders of
         the Company is required, or of the sale or transfer of all or
         substantially all of the assets of the Company; or

                  (e) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company;

then the Company shall cause to be filed at the Corporate Trust Office of the
Trustee and at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 1002, and shall cause to be mailed to all Holders
at their last addresses as they shall appear in the Security Register, at least
15 days (or 10 days in any case specified in clause (a) or (b) above) prior to
the applicable record, effective or expiration date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Shares of record to be
entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Shares of record shall be entitled to exchange their Common Shares for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Neither the failure to give any such notice nor any defect therein shall affect
the legality or validity of any action described in clauses (a) through (f) of
this Section 1406.

                  SECTION 1407.  Company to Reserve Shares.

                  The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common Shares,
for the purpose of effecting the conversion of Securities, the full number of
Common Shares then issuable upon the conversion of all Outstanding Securities.

                                       82

                  SECTION 1408.  Taxes on Conversions.

                  The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of Common Shares on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of Common Shares in a name other than that of the Holder of the
Security or Securities to be converted, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Company
the amount of any such tax, or has established to the satisfaction of the
Company that such tax has been paid.

                  SECTION 1409.  Covenant as to Shares.

                  The Company covenants that all Common Shares which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable.

                  SECTION 1410.  Cancellation of Converted Securities.

                  All Securities delivered for conversion shall be delivered to
the Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.

                  SECTION 1411. Provisions in Case of Reclassification,
Consolidation, Merger or Sale of Assets.

                  In case of any capital reorganization or reclassification of
the capital stock of the Company (other than solely a change in par value, or
from par value to no par value) or any consolidation of the Company with, or
merger of the Company into, any other Person, any merger of another Person into
the Company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding Common Shares or preferred
shares of beneficial interest of the Company) or any sale or transfer of all or
substantially all of the assets of the Company, the Holder of each Security then
outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1401, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon
such reorganization, recapitalization, consolidation, merger, sale or transfer
by a holder of the number of Common Shares into which such Security might have
been converted immediately prior to such reorganization, consolidation, merger,
sale or transfer, assuming such holder of Common Shares (i) is not a Person with
which the Company consolidated or into which the Company merged or which merged
into the Company or to which such sale or transfer was made, as the case may be
("constituent Person"), or an Affiliate of a constituent Person and (ii) failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property

                                       83

receivable upon such consolidation, merger, sale or transfer (provided that if
the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each Common Share
held immediately prior to such consolidation, merger, sale or transfer by others
than a constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("non-electing share"), then
for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares). The Company shall not
effect any consolidation, merger, sale or transfer unless, prior to or
simultaneously with the consummation thereof the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture pursuant to which such Person assumes the obligation to deliver to the
Holder of each Security such securities, cash and other property as such Holder
may be entitled to in accordance with the provisions of this Section 1411. Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article. The Trustee shall not be under any responsibility to determine the
correctness of any provision contained in such supplemental indenture relating
to either the kind or amount of shares of stock or securities or cash or
property receivable by Holders upon the conversion of their Securities after any
such consolidation, merger, sale or transfer. The above provisions of this
Section shall similarly apply to successive consolidations, mergers, sales or
transfers.

                  SECTION 1412.  Responsibility of Trustee and Conversion Agent.

                  Neither the Trustee nor any agent appointed to effect
conversions shall at any time be under any duty or responsibility to any Holder
of Securities to determine whether any facts exist which may require any
adjustment of the conversion price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or herein
or in any supplemental indenture provided to be employed, in making the same.
Neither the Trustee nor any such conversion agent shall be accountable with
respect to the validity or value (or the kind or amount) of any Common Shares or
of any securities or property which may at any time be issued or delivered upon
the conversion of any Security; and neither the Trustee nor any such conversion
agent makes any representation with respect thereto. Neither the Trustee nor any
such conversion agent shall be responsible for any failure of the Company to
issue, transfer or deliver any Common Shares or stock certificates or other
securities or property or to make any cash payment upon the delivery of any
Security for the purpose of conversion or to comply with any of the covenants
contained in this Article.

                                       84

                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

                  SECTION 1501.  Securities Subordinate to Senior Debt.

                  The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities and the payment of the principal of (and premium,
of any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.

                  SECTION 1502.  Payment Over of Proceeds upon Dissolution, Etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event the holders of Senior Debt shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of
all Senior Debt, or provision shall be made for such payment in cash, before the
Holders of the Securities are entitled to receive any payment on account of
principal of (or premium, if any) or interest on the Securities, and to that end
the holders of Senior Debt shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Securities,
which may be payable or deliverable in respect of the Securities in any such
case, proceeding, dissolution, liquidation or other winding up event.

                  In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities, before all Senior Debt is paid in full or payment thereof provided
for, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such

                                       85

payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt. Any taxes that
have been withheld or deducted from any payment or distribution in respect of
the Securities, or any taxes that ought to have been withheld or deducted from
any such payment or distribution that have been remitted to the relevant taxing
authority, shall not be considered to an amount that the Trustee or the Holder
of any Security receives for purposes of this Section.

                  For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Debt which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

                  SECTION 1503. Prior Payment to Senior Debt upon Acceleration
of Securities.

                  In the event that any Securities are declared due and payable
before their Stated Maturity, then and in such event the holders of Senior Debt
shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Debt or provision shall be made for such payment
in cash, before the Holders of the Securities are entitled to receive any
payment (including any payment which may be payable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of (or premium, if any)
or interest on the Securities or on account of the purchase or other acquisition
of Securities; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Twelve by
delivering and crediting pursuant to

                                       86

Section 1202 Securities which have been acquired (upon redemption or otherwise)
prior to such declaration of acceleration or which have been converted pursuant
to Article 14.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1402 would be applicable.

                  SECTION 1504.  No Payment when Senior Debt in Default.

                  (a) In the event and during the continuation of any default in
the payment of principal of (or premium, if any) or interest on any Senior Debt
beyond any applicable grace period with respect thereto, or in the event that
any event of default with respect to any Senior Debt shall have occurred and be
continuing permitting the holders of such Senior Debt (or a trustee on behalf of
the holders thereof) to declare such Senior Debt due and payable prior to the
date on which it would otherwise have become due and payable, unless and until
such event of default shall have been cured or waived or shall have ceased to
exist and such acceleration shall have been rescinded or annulled, or (b) in the
event any judicial proceeding shall be pending with respect to any such default
in payment or event of default, then no payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) shall be made by the
Company on account of principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article Twelve by delivering and
crediting pursuant to Section 1202 Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment or event of default or
which have been converted pursuant to Article 14.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1402 would be applicable.

                                       87

                  SECTION 1505.  Payment Permitted in Certain Situations.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshalling
of assets and liabilities of the Company referred to in Section 1402 or under
the conditions described in Section 1403 or 1404, from making payments at any
time of principal of (and premium, if any) or interest on the Securities, or (b)
the application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities or the retention of such payment by the holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
payment would have been prohibited by the provisions of this Article.

                  SECTION 1506.  Subrogation to Rights of Holders of Senior
Debt.

                  Subject to the payment in full of all Senior Debt or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, the Holders of the Securities shall
be subrogated to the extent of the payments or distributions made to the holders
of such Senior Debt pursuant to the provisions of this Article (equally and
ratably with the holders of indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company to substantially the same
extent as the Securities are subordinated to the Senior Debt and is entitled to
like rights of subrogation) to the rights of the holders of such Senior Debt to
receive payments and distributions of cash, property and securities applicable
to the Senior Debt until the principal of (and premium, if any) and interest on
the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

                  SECTION 1507.  Provisions Solely to Define Relative Rights.

                  The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Debt on the other hand. Nothing contained
in this Article or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as among the Company, its creditors other than holders
of Senior Debt and the Holders of the Securities, the

                                       88

obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Debt, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

                  SECTION 1508.  Trustee to Effectuate Subordination.

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

                  SECTION 1509.  No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt do any one or more of the following: (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, Senior
Debt or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.

                                       89

                  SECTION 1510.  Notice to Trustee.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 601, shall be entitled in all respects to assume that no such facts
exist.

                  Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

                  SECTION 1511. Reliance on Judicial Order or Certificate of
Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

                                       90

                  SECTION 1512. Trustee Not Fiduciary for Holders of Senior
Debt.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt and shall not be liable to any such holders or
creditors if it shall in good faith pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this Article
or otherwise.

                  SECTION 1513. Rights of Trustee as Holder of Senior Debt,
Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

                  SECTION 1514.  Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1413 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

                  SECTION 1515.  Certain Conversions Deemed Payment.

                  For the purposes of this Article only, (1) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article Fourteen shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities or on account
of the purchase or other acquisition of Securities, and (2) the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. For the purposes of this Section,
the term "junior securities" means (a) shares of any stock of any class of the
Company and (b) securities of the Company which are subordinated in right of
payment to all Senior Debt which may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article.
Nothing

                                       91

contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than
holders of Senior Debt and the Holders of the Securities, the right, which is
absolute and unconditional, of the Holder of any Security to convert such
Security in accordance with Article Fourteen.

                  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.

                                            ALEXANDER'S INC.

                                            By__________________________________

Attest:

_____________________________________
                                            THE BANK OF NEW YORK
                                            Trustee:

                                            By__________________________________

Attest:

_____________________________________

                                       92

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

                  On the ....... day of ....................., ........., before
me personally came ..........................., to me known, who, being by me
duly sworn, did depose and say that he is ....................
of.................................., 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.

                                         _______________________________________

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

                  On the ....... day of ....................., ........., before
me personally came ..........................., to me known, who, being by me
duly sworn, did depose and say that he is ....................
of.................................., 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.

                                         _______________________________________

                                                                    EXHIBIT 4.5

                                DEPOSIT AGREEMENT
                       dated as of ________________, 19__
                                      among
                                ALEXANDER'S, INC.
                             a Delaware corporation,
               ________________, a [national banking association],
                                 and the holders
                   from time to time of the Depositary Shares
                                described herein.

          WHEREAS it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of ___% Preferred Shares Series __,
$1.00 par value per share, of ALEXANDER'S, INC. with the Depositary (as
hereinafter defined) for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of Receipts (as hereinafter defined) evidencing
Depositary Shares (as hereinafter defined) in respect of the Stock (as
hereinafter defined) so deposited;

          NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows.

                                    ARTICLE I

                                   DEFINITIONS

          The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the
Receipts:

          "Beneficial Owner" shall mean a person who owns Depositary Shares
either directly or constructively through the application of Section 544 of the
Code, as modified by Section 856(h)(1)(B) of the Code.

          "Certificate of Designation" shall mean the Certificate of Designation
filed with the Secretary of State of the State of Delaware establishing the
Stock as a series of preferred shares of the Company.

          "Certificate of Incorporation" shall mean the Amended and Restated
Certificate of Incorporation of the Company.

                                        2

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

          "Company" shall mean Alexander's, Inc., a Delaware corporation, and
its successors.

          "Constructive Owner" shall mean a person who owns Depositary Shares
either directly or constructively through the application of Section 318(a) of
the Code, as modified by Section 856(d)(5) of the Code.

          "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

          "Depositary" shall mean _____________________, a [national banking
association], and any successor as Depositary hereunder.

          "Depositary Shares" shall mean Depositary Shares, each representing a
[______] interest in either a share of the Stock or an Excess Share, if the
relevant share of Stock has, pursuant to the Certificate of Incorporation, been
automatically exchanged for an Excess Share and evidenced by a Receipt.

          "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.

          "Depositary's Office" shall mean the office of the Depositary at
__________________, ____________________, ____________________, at which at any
particular time its depositary receipt business shall be administered.

          "Excess Shares" shall mean shares of Excess Stock, $1.00 par value per
share, of the Company which, upon a transfer of an interest in the trust
described in Section [5(e)(I) of Article IV] of the Certificate of
Incorporation, would automatically be converted into shares of Stock.

          "Receipt" shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form.

          "Record Holder" as applied with respect to a Depositary Share shall
mean the person in whose name a Receipt evidencing such Depositary Share is
registered on the books of the Depositary maintained for such purpose.

          "Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein provided.

                                        3

          "Stock" shall mean shares of the Company's Preferred Shares, Series ,
$1.00 par value per share.

                                   ARTICLE II

           FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
                 TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

          SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall
be engraved or printed or lithographed and shall be substantially in the form
set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company delivered in compliance with Section 2.02, shall execute and deliver
temporary Receipts which are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the persons executing such Receipts may determine, as
evidenced by their execution of such Receipts. If temporary Receipts are issued,
the Company and the Depositary will cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at an office described in the third paragraph of
Section 2.02, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge to the
holder therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Deposit Agreement, and with
respect to the Stock, as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided that such signature may
be a facsimile if a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by manual signature of a
duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) shall
have been appointed, by facsimile signature of a duly authorized officer of the
Depositary and countersigned manually by a duly authorized officer of such
Registrar. The Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.

                                        4

          Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Company or the Depositary or
required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange upon which the Stock, the
Depositary Shares or the Receipts may be listed or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject.

          Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Depositary Share shall
be registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the Record
Holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

          SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipt in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit shares of Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares relating to such deposited Stock.

          Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

          Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock so deposited on the books of the Company in the name of the Depositary or
its nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section, a Receipt or Receipts for the number of
Depositary Shares relating to the Stock so deposited and registered in such name
or names as may be requested by such person or persons. The Depositary shall
execute and deliver such Receipt or Receipts at the Depositary's Office or such
other offices, if any, as the Depositary

                                        5

may designate. Delivery at other offices shall be at the risk and expense of
the person requesting such delivery.

          Other than in the case of splits, combinations or other
reclassification affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited hereunder not more than
____________________ shares of Stock.

          SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
mail notice to the Depositary of such proposed redemption, by first class mail,
postage prepaid not less than [_] or more than [_] days prior to the date fixed
for redemption of Stock in accordance with Section ___ of the Certificate of
Designation. On the date of such redemption, provided that the Company shall
then have paid in full to the Depositary the redemption price of the Stock to be
redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall
redeem the Depositary Shares relating to such Stock. The Depositary shall mail
notice of such redemption and the proposed simultaneous redemption of the number
of Depositary Shares relating to the Stock to be redeemed, by first-class mail,
postage prepaid, not less than 30 and not more than 60 days prior to the date
fixed for redemption of such Stock and Depositary Shares (the "Redemption
Date"), to the Record Holders of the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if fewer than all the Depositary Shares held by any such holder
are to be redeemed, the number of such Depositary Shares held by such holder to
be so redeemed; (iii) the redemption price; (iv) the place or places where
Receipts evidencing Depositary Shares are to be surrendered for payment of the
redemption price; and (v) that dividends in respect of the Stock underlying the
Depositary Shares to be redeemed will cease to accrue and accumulate at the
close of business on such Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected by lot or pro rata as may be determined by the Depositary to
be equitable.

          Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to redeem the
shares of Stock to be redeemed by it as set forth in the Company's notice
provided for in the preceding paragraph) all dividends in respect of the
Depositary Shares so called for redemption shall cease to accrue and accumulate,
the Depositary Shares being redeemed from such proceeds shall be deemed no
longer to be outstanding, all rights of the holders of Receipts evidencing such
Depositary Shares (except the right to receive the redemption price) shall, to
the extent of such Depositary Shares, cease and terminate and, upon surrender in
accordance with such

                                        6

notice of the Receipts evidencing any such Depositary Shares (properly
endorsed or assigned for transfer, if the Depositary shall so require), such
Depositary Shares shall be redeemed by the Depositary at a redemption price per
Depositary Share equal to the proportionate part of the redemption price per
share paid in respect of the shares of Stock plus all money and other property,
if any, paid with respect to such Depositary Shares, including all amounts paid
by the Company in respect of dividends which on the Redemption Date have
accumulated on the shares of Stock to be so redeemed and have not theretofore
been paid. The foregoing shall be subject further to the terms and conditions of
the Certificate of Designation.

          If fewer than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.

          SECTION 2.04. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Depositary Shares upon any surrender of
the Receipt or Receipts evidencing such Depositary Shares by the holder in
person or by a duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer. Thereupon the Depositary shall execute
a new Receipt or Receipts evidencing the same aggregate number of Depositary
Shares as those evidenced by the Receipt or Receipts surrendered and deliver
such new Receipt or Receipts to or upon the order of the person entitled
thereto.

          SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of
Depositary Shares and Withdrawal of Stock. Upon surrender of a Receipt or
Receipts at the Depositary's Office or at such other offices as it may designate
for the purpose of effecting a split-up or combination of such Receipt or
Receipts, and subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.

          Any holder of Depositary Shares (other than Depositary Shares
representing an interest in Excess Shares) may withdraw the number of whole
shares of Stock underlying such Depositary Shares and all money and other
property, if any, underlying such Depositary Shares by surrendering Receipts
evidencing such Depositary Shares at the Depositary's Office or at such other
offices as the Depositary may designate for such withdrawals. Thereafter,
without unreasonable delay, the Depositary shall deliver to such holder, or to
the person or persons designated by such holder as hereinafter provided, the
number of whole shares of Stock and all money and other property, if any,
underlying the Depositary Shares so surrendered for withdrawal, but holders of
such whole shares of Stock will not thereafter be entitled to deposit such Stock
hereunder or to receive Receipts evidencing Depositary

                                        7

Shares therefor. If a Receipt delivered by a holder to the Depositary in
connection with such withdrawal shall evidence a number of Depositary Shares
relating to other than a number of whole shares of Stock, the Depositary shall
at the same time, in addition to such number of whole shares of Stock and such
money and other property, if any, to be so withdrawn, deliver to such holder, or
(subject to Section 3.02) upon his order, a new Receipt evidencing such excess
number of Depositary Shares. Delivery of the Stock and money and other property
being withdrawn may be made by delivery of such certificates, documents of title
and other instruments as the Depositary may deem appropriate.

          If the Stock and the money and other property being withdrawn are to
be delivered to a person or persons other than the Record Holder of the
Depositary Shares evidenced by the Receipt or Receipts being surrendered for
withdrawal of Stock, such holder shall execute and deliver to the Depositary a
written order so directing the Depositary, and the Depositary may require that
the Receipt or Receipts surrendered by such holder for withdrawal of such shares
of Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer.

          Delivery of the Stock and money and other property, if any, underlying
the Depositary Shares surrendered for withdrawal shall be made by the Depositary
at the Depositary's Office, except that, at the request, risk and expense of the
holder surrendering such Depositary Shares and for the account of such holder,
such delivery may be made at such other place as may be designated by such
holder.

          SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as the identity and genuineness of any signature and may also
require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

          The delivery of Receipts against Stock may be suspended, the
registration of transfer of Depositary Shares may be refused and the
registration of transfer, surrender or exchange of outstanding Depositary Shares
may be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

                                        8

          SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, or the authenticity thereof and of
his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.

          SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.

          SECTION 2.09. REIT Restrictions. In the event that shares of Stock
deposited with the Depositary are, pursuant to the Certificate of Incorporation,
automatically exchanged for Excess Shares, such Excess Shares shall remain on
deposit with the Depositary, as agent for the trustee of the trust described in
Section [5(e)(I) of Article IV] of the Certificate of Incorporation.
Notwithstanding any other provision of this Agreement, such Excess Shares, and
the related Depositary Shares and Receipts, shall be subject to the provisions
of the Certificate of Incorporation, including, without limitation, the
limitations on dividends and voting rights described therein. In the event that
Excess Shares, an interest in which is represented by a Depositary Share, are,
pursuant to the Certificate of Incorporation, automatically exchanged for shares
of Stock, such shares of Stock shall remain on deposit with the Depositary and
such Depositary Share shall represent an interest in such shares of Stock.
Holders of Depositary Shares representing an interest in Excess Shares who
receive amounts from the Depositary in violation of the provisions of the
Certificate of Incorporation shall repay such amounts to the Depositary and the
Depositary shall pay over any amounts so received to the Company.

                                   ARTICLE III

                       CERTAIN OBLIGATIONS OF THE HOLDERS
                           OF RECEIPTS AND THE COMPANY

          SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Depositary Share may be required from time to time to file such
proof of residence, or other matters or other information, to execute such
certificates and to make such representations and warranties as the Depositary
or the Company may reasonably deem necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Depositary Share or the withdrawal of any Stock
underlying Depositary Shares or the distribution of any dividend or

                                        9

other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

          SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders
of Depositary Shares shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.07. Registration of
transfer of any Depositary Share or any withdrawal of Stock and delivery of all
money or other property, if any, underlying such Depositary Share may be refused
until any such payment due is made, and any dividends or other distributions may
be withheld or all or any part of the Stock or other property relating to such
Depositary Shares and not theretofore sold may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder prior
to such sale), and such dividends or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Depositary Share remaining liable for any deficiency. The Depositary
shall act as the withholding agent for any payments, distributions and exchanges
made with respect to the Depositary Shares and Receipts, and the Stock or other
securities or assets represented thereby (collectively, the "Securities"). The
Depositary shall be responsible with respect to the Securities for the timely
(i) collection and deposit of any required withholding or backup withholding
tax, and (ii) filing of any information returns or other documents with federal
(and other applicable) taxing authorities. In the event the Depositary is
required to pay any such amounts, the Company shall reimburse the Depositary for
payment thereof upon the request of the Depositary and the Depositary shall,
upon the Company's request and as instructed by the Company, pursue its rights
against such holder at the Company's expense.

          SECTION 3.03. Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of the Receipts.

          SECTION 3.04. Restrictions on Ownership and Transfer. Holders,
Beneficial Owners and Constructive Owners of Depositary Shares shall at all
times be subject to the provisions of the Certificate of Incorporation,
including, without limitation, the restrictions on ownership and transfer
contained therein.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

          SECTION 4.01. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Stock, the
Depositary shall, subject to

                                       10

Sections 2.09, 3.01, 3.02 and 3.04, distribute to the Record Holders of
Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts
of such dividend or distribution as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares held by such holders; provided,
however, that in case the Company or the Depositary shall be required to
withhold and shall withhold from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes or as otherwise required
pursuant to law, regulation or court process, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to Record Holders of Depositary
Shares then outstanding.

          SECTION 4.02. Distributions Other than Cash. Whenever the Depositary
shall receive any distribution other than cash on the Stock, the Depositary
shall, subject to Sections 2.09, 3.01, 3.02 and 3.04, distribute to the Record
Holders of Depositary Shares on the record date fixed pursuant to Section 4.04
such amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares held
by such holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such Record
Holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes or governmental
charges) the Depositary deems, after consultation with the Company, such
distribution not to be feasible, the Depositary may, with the approval of the
Company, adopt such method as it deems equitable and practicable for the purpose
of effecting such distribution, including the sale (at public or private sale)
of the securities or property thus received, or any part thereof, at such place
or places and upon such terms as it may deem proper. The net proceeds of any
such sale shall, subject to Sections 2.09, 3.01, 3.02 and 3.04, be distributed
or made available for distribution, as the case may be, by the Depositary to the
Record Holders of Depositary Shares entitled thereto as provided by Section 4.01
in the case of a distribution received in cash. The Company shall not make any
distribution of such securities unless the Company shall have provided an
opinion of counsel to the effect that such securities have been registered under
the Securities Act of 1933 or do not need to be registered.

          SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall, subject to the provisions of Sections 2.09 and 3.04, in each
such instance be made available by the Depositary to the Record Holders of

                                       11

Depositary Shares in such manner as the Depositary may determine, either by the
issue to such Record Holders of warrants representing such rights, preferences
or privileges or by such other method as may be approved by the Depositary in
its discretion with the approval of the Company; provided, however, that (i) if
at the time of issue or offer of any such rights, preferences or privileges the
Depositary determines that it is not lawful or (after consultation with the
Company) not feasible to make such rights, preferences or privileges available
to holders of Depositary Shares by the issue of warrants or otherwise, or (ii)
if and to the extent so instructed by holders of Depositary Shares who do not
desire to exercise such rights, preferences or privileges, then the Depositary,
in its discretion (with the approval of the Company, in any case where the
Depositary has determined that it is not feasible to make such rights,
preferences or privileges available), may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and
upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 2.09, 3.01, 3.02 and 3.04, be distributed by the Depositary
to the Record Holders of Depositary Shares entitled thereto as provided by
Section 4.01 in the case of a distribution received in cash. The Company shall
not make any distribution of such rights, preferences or privileges unless the
Company shall have provided an opinion of counsel to the effect that such
rights, preferences or privileges have been registered under the Securities Act
of 1933 or do not need to be registered.

          If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Depositary Shares to be offered or sold the securities to which such
rights, preferences or privileges relate, the Company agrees with the Depositary
that it will file promptly a registration statement pursuant to such Act with
respect to such rights, preferences or privileges and securities and use its
best efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges. In no event shall the Depositary make
available to the holders of Depositary Shares any right, preference or privilege
to subscribe for or to purchase any securities unless and until such a
registration statement shall have become effective, or unless the offering and
sale of such securities to such holders are exempt from registration under the
provision of such Act.

          If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to the
holders of Depositary Shares, the Company agrees with the Depositary that the
Company will use its best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges.

                                       12

          SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Depositary Shares. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or if rights, preferences or privileges shall at any time be offered, with
respect to the Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of Stock are entitled to vote or any solicitation of
consents in respect of the Stock or any call for redemption of any shares of
Stock, or of which holders of Stock are entitled to notice, the Depositary shall
in each such instance fix a record date (which shall be the same date as the
record date fixed by the Company with respect to the Stock) for the
determination of the holders of Depositary Shares who shall be entitled to
receive a distribution in respect of such dividend, distribution, rights,
preferences or privileges or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or who shall
be entitled to receive notice of such meeting or any such call for redemption.

          SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of the Stock are entitled to vote or any solicitation of
consents in respect of the Stock, the Depositary shall, as soon as practicable
thereafter, mail to the Record Holders of Depositary Shares a notice which shall
contain (i) such information as is contained in such notice of meeting or
consent solicitation and (ii) a statement informing Record Holders of Depositary
Shares that they may instruct the Depositary as to the exercise of the voting
rights pertaining to the amount of Stock underlying their respective Depositary
Shares and a brief statement as to the manner in which such instructions may be
given. Upon the written request of the holders of Depositary Shares on the
record date established in accordance with Section 4.04, the Depositary shall
endeavor insofar as practicable to vote or cause to be voted, in accordance with
the instructions set forth in such requests, the maximum number of whole shares
of Stock underlying the Depositary Shares as to which any particular voting or
consent instructions are received. The Company hereby agrees to take all action
which may be deemed necessary by the Depositary in order to enable the
Depositary to vote such Stock or cause such Stock to be voted. In the absence of
specific instructions from the holder of a Depositary Share, the Depositary will
abstain from voting (but, at its discretion, not from appearing at any meeting
with respect to such Stock unless directed to the contrary by the holders of all
the Depositary Shares) to the extent of the Stock underlying the Depositary
Shares. Holders of Depositary Shares representing interests in Excess Shares may
provide the Depositary with voting instructions only in respect of matters as to
which Excess Shares are entitled to vote.

          SECTION 4.06. Changes Affecting Deposited Securities and
Reclassification, Recapitalization, etc. Subject to the provisions of Sections
2.09 and 3.04 hereof, upon any change in par or liquidation value, split-up,
combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion, with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such

                                       13

manner as the Depositary may deem equitable, (i) make such adjustments in (a)
the fraction of an interest in one share of Stock underlying one Depositary
Share and (b) the ratio of the redemption price per Depositary Share to the
redemption price of a share of the Stock, in each case as may be necessary fully
to reflect the effects of such change in par or liquidation value, split-up,
combination or other reclassification of the Stock, or of such recapitalization,
reorganization, merger, amalgamation or consolidation and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon
conversion of or in respect of the Stock as new deposited securities so received
in exchange for or upon conversion of or in respect of such Stock and Receipts
then outstanding shall thenceforth represent the proportionate interest of
holders thereof in the new deposited property so received in exchange for or
upon conversion of or in respect of such Stock. In any such case the Depositary
may in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities.

          SECTION 4.07. Delivery of Reports. The Depositary will forward to
Record Holders of Receipts, at their respective addresses appearing in the
Depositary's books, all notices, reports and communications received from the
Company which are delivered to the Depositary and which the Company is required
or otherwise determines to furnish to the holders of Stock or Receipts.

          SECTION 4.08. List of Holders. Promptly upon request from time to time
by the Company, the Depositary shall furnish to it a list, as of a recent date,
of the names, addresses and holdings of Depositary Shares of all persons in
whose names Depositary Shares are registered on the books of the Depositary or
Registrar, as the case may be and such other information as the Company may
reasonably request in order to assess or establish the Company's status as a
real estate investment trust under the Code.

                                    ARTICLE V

                    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                          THE REGISTRAR AND THE COMPANY

          SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary's Offices, or at any Registrar's
Office, at which the Depositary shall have complete access to all books and
records maintained on the Company's behalf, facilities for the execution and
delivery, surrender and exchange of Receipts and the registration and
registration of transfer of Depositary Shares, and at the offices of the
Depositary's Agents, if any, facilities for the delivery, surrender and exchange
of Receipts

                                       14

and the registration of transfer of Depositary Shares, all in accordance with
the provisions of this Deposit Agreement.

          The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Depositary Shares, which books at
all reasonable times shall be open for inspection by the Record Holders of
Depositary Shares. The Depositary may close such books, at any time or from time
to time, when deemed expedient by it in connection with the performance of its
duties hereunder.

          The Depositary shall make available for inspection by holders of
Receipts at the Depositary's Office and at such other places as it may from time
to time deem advisable during normal business hours any reports and
communications received from the Company that are both received by the
Depositary as the holder of Stock and made generally available to the holders of
Stock.

          If the Receipts or the Depositary Shares evidenced thereby or the
Stock underlying such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary may, with the approval of the Company, appoint a
Registrar for registration of such Receipts or Depositary Shares in accordance
with any requirements of such Exchange. Such Registrar (which may be the
Depositary if so permitted by the requirements of such Exchange) may be removed
and a substitute registrar appointed by the Depositary upon the request or with
the approval of the Company. If the Receipts, such Depositary Shares or such
Stock are listed on one or more other stock exchanges, the Depositary will, at
the request of the Company, arrange such facilities for the delivery,
registration, registration of transfer, surrender and exchange of such Receipts,
such Depositary Shares or such Stock as may be required by law or applicable
stock exchange regulation.

          The Depositary may from time to time appoint Depositary's Agents to
act in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint additional Depositary's Agents and vary or terminate
the appointment of such Depositary's Agents. The Depositary will notify the
Company of any such action.

          SECTION 5.02. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, any Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder or any Depositary Share if by reason of any provision of
any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, any Depositary's Agent or any Registrar, by reason of any provision,
present or future, of the Company's Certificate of Incorporation (including the
Certificate of Designation) or, in the case of the Company, the Depositary, any
Depositary's Agent or any Registrar, by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, any
Depositary's

                                       15

Agent, any Registrar or the Company shall be prevented or forbidden from doing
or performing any act or thing which the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent,
any Registrar or the Company incur any liability to any holder of a Depositary
Share (i) by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which the terms of this Deposit Agreement
provide shall or may be done or performed, or (ii) by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement
except, in case of any such exercise or failure to exercise discretion not
caused as aforesaid, if caused by the negligence, bad faith or willful
misconduct of the party charged with such exercise or failure to exercise.

          SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
any Registrar and the Company. Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the Company assumes any obligation or shall be subject to
any liability under this Deposit Agreement to holders of Depositary Shares other
than that each of them agrees to use good faith in the performance of such
duties as are specifically set forth in this Deposit Agreement and for its
negligence, bad faith or willful misconduct.

          Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be under any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of the Stock, the Depositary
Shares or the Receipts which in its opinion may involve it in expense or
liability unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.

          Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting Stock for deposit, any holder of a Depositary Share
or any other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.

          The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote, as long as any such action or non-action is in good faith. The
Depositary undertakes, and any Registrar shall be required to undertake, to
perform such duties and only such duties as are specifically set forth in this
Deposit Agreement. The Depositary will indemnify the Company against any
liability which may arise out of acts performed or omitted by the Depositary or
its agents due to its or their negligence or bad faith. The Depositary, the
Depositary's Agents, any Registrar and the Company may own and deal in any class
of securities of the Company and its affiliates and in Depositary Shares. The
Depositary may

                                       16

also act as transfer agent or registrar of any of the securities of
the Company and its affiliates.

          The Depositary hereby represents and warrants as follows: (i) the
Depositary has been duly organized and is validly existing and in good standing
under the laws of the State of ____________________, with full power, authority
and legal right under such law to execute, deliver and carry out the terms of
this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized,
executed and delivered by the Depositary; and (iii) this Deposit Agreement
constitutes a valid and binding obligation of the Depositary, enforceable
against the Depositary in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law). The
Depositary shall not be accountable for the use or application by the Company of
the Depositary Shares or the Receipts or the proceeds thereof.

          SECTION 5.04. Resignation and Removal of the Depositary; Appointment
of Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

          The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

          In case the Depositary acting hereunder shall at any time resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed within 60
days after delivery of such notice, the resigning or removed Depositary may
petition any court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor Depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor and shall deliver to such successor

                                       17

a list of the Record Holders of all outstanding Depositary Shares. Any successor
Depositary shall promptly mail notice of its appointment to the Record Holders
of Depositary Shares.

          Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor
Depositary may authenticate the Receipts in the name of the predecessor
Depositary or in the name of the successor Depositary.

          SECTION 5.05. Corporate Notices and Reports. The Company agrees that
it will transmit to the Depositary, and the Depositary will, promptly after
receipt thereof, transmit to the Record Holders of Depositary Shares, in each
case at the address recorded in the Depositary's books, copies of all notices,
reports and communications (including without limitation financial statements)
required by law, the rules of any national securities exchange upon which the
Stock, the Depositary Shares or the Receipts are listed or by the Company's
Certificate of Incorporation (including the Certificate of Designation) to be
furnished by the Company to holders of the Stock. Such transmission will be at
the Company's expense and the Company will provide the Depositary with such
number of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the Record Holders of Depositary
Shares at the Company's expense such other documents as may be requested by the
Company.

          SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
costs and expenses of defending itself) which may arise out of (i) acts
performed or omitted in connection with this Deposit Agreement and the
Depositary Shares (a) by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent), except for any liability
arising out of negligence, willful misconduct or bad faith on the respective
parts of any such person or persons, or (b) by the Company or any of its agents,
or (ii) the offer, sale or registration of the Depositary Shares or the Stock
pursuant to the provisions hereof. The obligations of the Company set forth in
this Section 5.06 shall survive any succession of any Depositary, Registrar or
Depositary's Agent.

          SECTION 5.07. Charges and Expenses. The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. The Company shall pay all charges of the Depositary
in connection with the initial deposit of the Stock and the initial issuance of
the Receipts, any redemption of the Stock at the option of the Company and any
withdrawals of Stock by holders of Depositary Shares. All other transfer and
other taxes and governmental charges shall be at the expense of holders of
Depositary Shares. If, at the request of a holder of a Depositary Share, the
Depositary incurs charges or expenses for which it is not otherwise liable
hereunder, such

                                       18

holder will be liable for such charges and expenses. All other charges and
expenses of the Depositary, any Depositary's Agent hereunder and any Registrar
(including, in each case, fees and expenses of counsel) incident to the
performance of their respective obligations hereunder will be paid upon
consultation and agreement between the Depositary and the Company as to the
amount and nature of such charges and expenses. The Depositary shall present its
statement for charges and expenses to the Company once every three months or at
such other intervals as the Company and the Depositary may agree.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

          SECTION 6.01. Amendment. The form of the Receipts and any provisions
of this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment which
shall materially and adversely alter the rights of the existing holders of
Depositary Shares shall be effective unless such amendment shall have been
approved by the holders of at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Depositary Share at the time any
such amendment becomes effective shall be deemed, by continuing to hold such
Depositary Share, to consent and agree to such amendment and to be bound by this
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right, subject to the provisions of Sections 2.03, 2.06 and Article III, of any
owner of any Depositary Shares to surrender the Receipt evidencing such
Depositary Shares with instructions to the Depositary to deliver to the holder
the Stock and all money and other property, if any, represented thereby, except
in order to comply with mandatory provisions of applicable law.

          SECTION 6.02. Termination. This Deposit Agreement may be terminated by
the Company or the Depositary only after (a) (i) all outstanding Depositary
Shares shall have been redeemed and any accumulated and unpaid dividends on the
Stock represented by the Depositary Shares, together with all other moneys and
property, if any, to which holders of the related Receipts are entitled under
the terms of such Receipts or this Deposit Agreement, have been paid or
distributed as provided in this Deposit Agreement or provision therefor has been
duly made pursuant to Section 2.03 or (ii) there shall have been made a final
distribution in respect of the stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Receipts pursuant to Section 4.01 or 4.02, as
applicable and (b) reasonable notice has been given to any holders of Receipts.

          If any Receipts shall remain outstanding after the date of termination
of this Deposit Agreement, the Depositary thereafter shall discontinue the
transfer of Receipts, shall

                                       19

suspend the distribution of dividends to the holders thereof and shall not give
any further notices (other than notice of such termination) or perform any
further acts under this Deposit Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to Stock, shall
sell rights, preferences or privileges as provided in this Deposit Agreement and
shall continue to deliver the Stock and any money and other property represented
by Receipts upon surrender thereof by the holders thereof. At any time after the
expiration of two years from the date of termination, the Depositary may sell
Stock then held hereunder at public or private sale, at such places and upon
such terms as it deems proper and may thereafter hold the net proceeds of any
such sale, together with any money and other property held by it hereunder,
without liability for interest, for the benefit, pro rata in accordance with
their holdings, of the holders of Receipts that have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such net proceeds
and money and other property.

          Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agents and any Registrar under
Sections 5.06 and 5.07.

                                   ARTICLE VII

                                  MISCELLANEOUS

          SECTION 7.01. Counterparts. This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

          SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

          SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

          SECTION 7.04. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly

                                       20

given if personally delivered or sent by mail or telegram or telex confirmed by
letter, addressed to the Company at 888 Seventh Avenue, New York, New York
10019, to the attention of the Treasurer, or at any other address of which the
Company shall have notified the Depositary in writing.

          Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office or at any other
address of which the Depositary shall have notified the Company in writing.

          Any and all notices to be given to any Record Holder of a Depositary
Share hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or by telegram or
telex confirmed by letter, addressed to such Record Holder at the address of
such Record Holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

          Delivery of a notice sent by mail or by telegram or telex shall be
deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a telegram or telex message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or telex message received by it from
the other or from any holder of a Depositary Share, notwithstanding that such
telegram or telex message shall not subsequently be confirmed by letter or as
aforesaid.

          SECTION 7.05. Depositary's Agents. The Depositary may from time to
time, with the prior approval of the Company, appoint Depositary's Agents to act
in any respect for the Depositary for the purposes of this Deposit Agreement and
may at any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action.

          SECTION 7.06. Holders of Receipts Are Parties. The holders of
Depositary Shares from time to time shall be parties to this Deposit Agreement
and shall be bound by all of the terms and conditions hereof and of the Receipts
evidencing such Depositary Shares by acceptance of delivery thereof.

          SECTION 7.07. Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                                       21

          SECTION 7.08. Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Depository Share.

          SECTION 7.09. Headings. The headings of articles and sections in this
Deposit Agreement and in the form of Receipt set forth in Exhibit A hereto have
been inserted for convenience only and are not to be regarded as part of this
Deposit Agreement or the Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.

                                       22

          IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Deposit Agreement as of the day and year first above set forth, and all
holders of Depositary Shares shall become parties hereto by and upon acceptance
by them of delivery of Receipts evidencing such Depositary Shares and issued in
accordance with the terms hereof.

                                   ALEXANDER'S, INC.

                                   By:__________________________________________
                                                   [Name and Title]

                                   [___________________________________________]

                                   By:__________________________________________
                                                  [Authorized Officer]

                                                                       EXHIBIT A

                           FORM OF DEPOSITARY RECEIPT
                              FOR DEPOSITARY SHARES

                        [GENERAL FORM OF FACE OF RECEIPT]

NUMBER                                         CERTIFICATE FOR DEPOSITARY SHARES

            DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH DEPOSITARY
            SHARE REPRESENTING ____________________ PREFERRED SHARES

                     This Depositary Receipt is transferable
                         in the City of _______________

                                ALEXANDER'S, INC.

                    Organized as a corporation under the laws
                            of the State of Delaware

          _________________________, as Depositary (the "Depositary"), hereby
certifies that _________________________ is the registered owner of
__________________ Depositary Shares ("Depositary Shares"), each Depositary
Share representing _____________ of one share of either
(i)______________________ Preferred Shares, Series __, $1.00 par value per share
(the "Stock"), or (ii) Excess Shares, if the relevant share of Stock has,
pursuant to the Amended and Restated Certificate of Incorporation, been
automatically exchanged for an Excess Share, of Alexander's, Inc., a Delaware
corporation (the "Company"), on deposit with the Depositary and, if such
Depositary Share represents an interest in a share of Stock, the same
proportionate interest in any and all other property received by the Depositary
in respect of such share of Stock held by the Depositary, subject to the terms
and entitled to the benefits of the Deposit Agreement dated as of
___________________, 200__ (the "Deposit Agreement"), between the Company, the
Depositary and all holders from time to time of Depositary Receipts. By
accepting this Depositary Receipt the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless

                                       A-2

it shall have been executed by the Depositary by the manual signature of a duly
authorized officer or, if executed in facsimile by the Depositary, countersigned
by a Registrar in respect of the Depositary Receipts by the manual signature of
a duly authorized officer thereof. "Excess Shares" means shares of Excess Stock,
$1.00 par value per share, of the Company which, upon a transfer of an interest
in the trust described in Section [5(e)(I) of Article IV] of the Amended and
Restated Certificate of Incorporation of the Company, would automatically be
converted into shares of Stock.

Dated:                                Depositary

                                       By:______________________________________
                                          Authorized Officer

                                       Registrar

                                       By:______________________________________
                                          Authorized Officer

                                       A-3

                      [GENERAL FORM OF REVERSE OF RECEIPT]

                                ALEXANDER'S, INC.

          ALEXANDER'S, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER
WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH ALEXANDER'S,
INC. IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
SECRETARY OF ALEXANDER'S, INC. AT 888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019.

          The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN CO  - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
          common
UNIF GIFT MIN ACT - _______________ Custodian _______________
                         (Cust)                   (Minor)
              under the Uniform Gifts to Minors Act ______________
                                                        (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________ hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________
(Please insert social security or other identifying number of Assignee)

________________________________________________________________________________
(Please print or typewrite Name and address including postal Zip Code
of Assignee)

_____________ Depositary Shares represented by the within Receipt and all rights
thereunder, and do hereby irrevocably constitute and appoint ___________________

                                       A-4

Attorney to transfer said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.

Dated:  ____________________

Signature:  _________________
            Name:
            Title:

                                     ___________________________________________
                                     NOTICE: The signature to this
                                     assignment must correspond with the name
                                     as written upon the face of this instrument
                                     in every particular, without alternation or
                                     enlargement or any change whatever.

                                                                     EXHIBIT 5.1

                     [Letterhead of Shearman & Sterling LLP]

                                November 21, 2003

Alexander's, Inc.
210 Route 4 East
Paramus, NJ  07652

Ladies and Gentlemen:

      We are acting as counsel for Alexander's, Inc., a Delaware corporation
(the "Company"), in connection with the combined Registration Statement on Form
S-3 being filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, (the "Registration Statement") and
Registration Statement No. 33-62779 filed with the Commission on September 20,
1995 (the Registration Statement also constitutes Post-Effective Amendment No. 1
to Registration Statement No. 33-62779) relating to the offering from time to
time, as set forth in the combined prospectus pursuant to Rule 429 contained in
the Registration Statement (the "Prospectus") and as to be set forth in one or
more supplements to the Prospectus (each such supplement, a "Prospectus
Supplement"), of the Company's debt securities (the "Debt Securities"), warrants
to purchase debt securities (the "Debt Warrants"), preferred stock, $1.00 par
value per share (the "Preferred Stock"), preferred shares represented by
depositary shares (the "Depositary Shares") and shares of common stock, $1.00
par value per share (the "Common Stock") with an aggregate issue price of up to
$1,500,000,000. The Debt Securities, the Debt Warrants, the Preferred Stock, the
Depositary Shares and the Common Shares are collectively referred to as the
"Securities". Any series of Debt Securities (as defined below) or Preferred
Shares may be convertible into Common Shares.

      The Debt Securities will be issued in one or more series and may be either
senior debt securities ("Senior Debt Securities") of the Company under an
indenture between the Company and The Bank of New York, as trustee (the "Senior
Trustee"), in substantially the form included in the Registration Statement as
Exhibit 4.1 (the "Senior Indenture") or subordinated debt securities
("Subordinated Debt Securities") of the Company under an indenture between the
Company and The Bank of New York, as trustee (the "Subordinated Trustee"), in
substantially the form included in the Registration Statement as Exhibit 4.3
(the "Subordinated Indenture"). The Debt Warrants will be issued under one or
more debt warrant agreements (each, a "Warrant Agreement") to be entered into
between the Company and a financial institution identified therein as warrant
agent (each, a "Warrant Agent"). The Depositary Shares will be issued under one
or more deposit agreements (each, a "Deposit Agreement"), each to be between the

Company and a financial institution identified therein as the depositary (the
"Depositary"), in substantially the form included in the Registration Statement
as Exhibit 4.5.

      We are familiar with the corporate proceedings of the Company to date with
respect to the proposed issuance and sale of the Securities, including
resolutions of the Board of Directors of the Company (the "Resolutions")
authorizing the Senior Indenture and the Subordinated Indenture and the
issuance, offering and sale of the Securities, and we have examined such
corporate records of the Company and such other documents and certificates as we
have deemed necessary as a basis for the opinions hereinafter expressed.

            In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents
and corporate and public records as we have deemed necessary as a basis for the
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to the originals of all documents presented to us
as copies, and the authenticity of the originals of such documents. In rendering
our opinion, we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company.

      Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that:

      1. The Senior Debt Securities have been duly authorized and, when the
final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Senior Trustee in accordance with the
Senior Indenture and delivered to and paid for by the purchasers thereof, will
constitute valid and legally binding obligations of the Company entitled to the
benefits of the Senior Indenture.

      2. The Subordinated Debt Securities have been duly authorized and, when
the final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Subordinated Trustee in accordance with
the Subordinated Indenture and delivered to and paid for by the purchasers
thereof, will constitute valid and legally binding obligations of the Company
entitled to the benefits of the Subordinated Indenture.

      3. The Debt Warrants have been duly authorized and, when the final terms
thereof have been duly established and approved and when certificates
representing such Debt Warrants have been duly executed by the Company, in each
case pursuant to the authority granted in the Resolutions, and when such
certificates have been countersigned by the applicable Warrant Agent in
accordance with the applicable Warrant Agreement and delivered to and paid for
by the purchasers thereof, such Debt Warrants will constitute valid and legally
binding obligations of the Company in accordance with their respective terms.

      4. The Preferred Shares have been duly authorized and, when the final
terms thereof have been duly established and approved and certificates
representing such shares have

                                       2

been duly executed by the Company, in each case pursuant to the authority
granted in the Resolutions, and delivered to and paid for by the purchasers
thereof, and when all corporate action necessary for the issuance of such shares
has been taken, including the adoption of a Certificate of Designations, such
shares will be validly issued, fully paid and non-assessable.

      5. The Depositary Shares have been duly authorized and, when the final
terms thereof have been duly established and approved, in each case pursuant to
the authority granted in the Resolutions, and when the depositary receipts
representing the Depositary Shares (the "Depositary Receipts") have been duly
executed by the Depositary and delivered to and paid for by the purchasers
thereof, and when all corporate action necessary for issuance of Depositary
Shares and the underlying Preferred Shares has been taken, such Depositary
Shares will be validly issued and will entitle the holders thereof to the rights
specified in the Depositary Receipts and the Deposit Agreement.

      6. The Common Shares have been duly authorized and, when issued and
delivered pursuant to the authority granted in the Resolutions and against
payment therefor, will be validly issued, fully paid and non-assessable.

      7. The Common Shares issuable upon conversion of any issue of convertible
Debt Securities or Preferred Shares have been duly authorized and, when issued
and delivered upon conversion of such Debt Securities or Preferred Shares, will
be validly issued, fully paid and non-assessable.

      The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus.

                                         Very truly yours,

                                         /s/ Shearman & Sterling LLP

DC/KH/DPC
JJ

                                       3

                                                                     EXHIBIT 8.1

                    [LETTERHEAD OF SHEARMAN & STERLING LLP]

                                                               November 21, 2003

Alexander's, Inc.
210 Route 4 East
Paramus, NJ  07652

                           Alexander's REIT Election
                           -------------------------

Dear Sirs:

     In connection with the registration of common stock, par value $1.00 per
share, preferred stock, par value $1.00 per share, depository shares
representing preferred stock, debt securities and debt warrants of Alexander's,
Inc. ("Alexander's"), on November 21, 2003 on the Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Registration"), you have
requested our opinion with regard to the election by Alexander's to be treated
for Federal income tax purposes as a real estate investment trust (a "REIT"),
within the meaning of section 856(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). We understand that Alexander's has elected to be treated
as a REIT initially for its taxable year ended December 31, 1995, and intends to
continue to be so treated for subsequent taxable years.

     In rendering this opinion, we have relied as to certain factual matters
upon the statements and representations contained in the certificate provided to
us by Alexander's (the "Alexander's Certificate") dated November 21, 2003. We
have assumed that the statements made in the Alexander's Certificate are true
and correct and that the Alexander's Certificate has been executed by
appropriate and authorized officers of Alexander's.

     In rendering this opinion, with your permission we also have made the
following assumptions, which are based on factual representations made by
Alexander's and certified to us:

     (a)  Alexander's has made a valid election to be taxed as a REIT for its
          taxable year ended December 31, 1995, which election has not been, and
          will not be, revoked or terminated.

     (b)  Since January 1, 1995, the outstanding shares of Alexander's have been
          held by at least 100 or more persons, and such shares will continue to
          be held by 100 or more persons.

     (c)  Not more than 50 percent in value of the outstanding shares of
          Alexander's have been or will be owned directly or indirectly,
          actually or constructively (within the meaning of section 542(a)(2) of
          the Code, as modified by section 856(h) of the Code), by five or fewer
          individuals (or entities treated as individuals for purposes of
          section 856(h)

          of the Code) during the second half of every taxable year following
          the taxable year ended December 31, 1995.

     (d)  Alexander's and its subsidiaries (the "Company") will not receive
          or accrue (and since January 1, 1995, has not received or accrued) any
          amount that would constitute "rents from real property" (within the
          meaning of section 856(d)(1) of the Code without regard to section
          856(d)(2)(B) of the Code) from (i) any corporation in which it owns
          (or since July 1, 1994, has owned) (a) 10 percent or more of the total
          combined voting power of all shares of stock entitled to vote, (b) 10
          percent or more of the total number of shares of all classes of stock
          of such corporation or (c) 10 percent or more of the total value of
          shares of all classes of stock, or (ii) any unincorporated entity in
          which it owns (or since July 1, 1994, has owned) an interest of 10
          percent or more in the assets or net profits of such person. For
          purposes of this assumption, ownership is determined in accordance
          with section 856(d)(5) of the Code.

     (e)  Alexander's has requested and maintained, and will continue to request
          and maintain, records concerning ownership of its outstanding shares
          in accordance with section 857(f)(1) of the Code and Treasury
          Regulations promulgated thereunder and predecessor requirements.

     (f)  Alexander's has made and will make distributions to its stockholders
          sufficient to meet the distribution requirements of section 857(a)(1)
          of the Code for the taxable year for which the REIT election was made
          and every subsequent taxable year.

     (g)  For its taxable year ended December 31, 1995, Alexander's had a
          deficit in earnings and profits (as defined in the Code) in excess of
          its accumulated earnings and profits (if any) as of the close of its
          taxable year ended December 31, 1994.

     Based on the foregoing and in reliance thereon and subject thereto and on
an analysis of the Code, Treasury Regulations thereunder, judicial authority and
current administrative rulings and such other laws and facts as we have deemed
relevant and necessary, we are of the opinion that commencing with its taxable
year ended December 31, 1995, Alexander's has been organized and operated in
conformity with the requirements for qualification and taxation as a REIT under
the Code, and its proposed method of operation will enable it to continue to
meet the requirements for qualification and taxation as a REIT under the Code.

     Qualification of Alexander's as a REIT will depend upon the satisfaction by
the Company through actual operating results, distribution levels, diversity of
stock ownership and otherwise, of the applicable asset composition, source of
income, shareholder diversification, distribution, recordkeeping and other
requirements of the Code necessary for a corporation to qualify as a REIT. No
assurance can be given that the actual results of the Company's operations for
any one taxable year will satisfy all such requirements.  We do not undertake to
monitor whether the Company actually has satisfied or actually will satisfy the
various

qualification tests, and we express no opinion whether the Company actually has
satisfied or actually will satisfy these various qualification tests.

     This opinion is based on current Federal income tax law, and we do not
undertake to advise you as to future changes in Federal income tax law that may
affect this opinion unless we are specifically engaged to do so. This opinion
relates solely to Federal income tax law, and we do not undertake to render any
opinion as to the taxation of the Company under any state or local corporate
franchise or income tax law.

     We hereby consent to the filing with the Securities and Exchange Commission
of this letter as an exhibit to the Registration Statement and the reference to
us in the Registration Statement under the caption "Certain Federal Income Tax
Considerations". In giving such consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

                                                    Very truly yours,

                                                    /s/ Shearman & Sterling LLP

RJB:JLK
DJL

                                                                               .
                                                                               .
                                                                               .
                                   EXHIBIT 12

                                ALEXANDER'S, INC.

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

                                            Nine Months
                                        Ended September 30,                         Year Ended December 31,
                                       ---------------------     -----------------------------------------------------------
                                         2003         2002         2002         2001        2000         1999          1998
                                       --------     --------     --------     --------    --------     --------     --------
                                                                                               
Pretax income from continuing
   operations before fixed charges     $(13,152)    $  8,594     $ 12,402     $ 26,440    $  4,425     $  4,743     $ (6,786)
Fixed charges(1)                          9,023       18,569       23,027       22,608      21,563       17,786       16,666
                                       --------     --------     --------     --------    --------     --------     --------
Earnings                               $ (4,129)    $ 27,163     $ 35,429     $ 49,048    $ 25,988     $ 22,529     $  9,880
                                       ========     ========     ========     ========    ========     ========     ========
Fixed charges(2):
   Interest and debt expense           $  8,933     $ 18,479     $ 22,888     $ 22,469    $ 21,424     $ 17,647     $ 16,541
1/3 of rent expense - interest
   factor(3)                                 90           90          139          139         139          139          125
                                       --------     --------     --------     --------    --------     --------     --------
                                          9,023       18,569       23,027       22,608      21,563       17,786       16,666
Capitalized interest                     28,607       16,025       23,788       19,259      16,731        9,352        7,864
                                       --------     --------     --------     --------    --------     --------     --------
                                       $ 37,630     $ 34,594     $ 46,815     $ 41,867    $ 38,294     $ 27,138     $ 24,530
                                       ========     ========     ========     ========    ========     ========     ========
Ratio of earnings to fixed charges           --           --           --         1.17          --           --           --
Deficiency in earnings available to
cover fixed charges                    $(41,759)    $ (7,431)    $(11,386)    $     --    $(12,306)    $ (4,609)    $(14,650)
                                       ========     ========     ========     ========    ========     ========     ========

Notes:

(1)      For purposes of the calculation of the numerator, fixed charges does
         not include capitalized interest.

(2)      There are no preference securities outstanding during the periods
         shown.

(3)      This is the portion of operating lease rental expense deemed to
         represent the interest factor.

                                                                Exhibit 15.1

Alexander's, Inc,.
888 Seventh Avenue
New York, New York

We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Alexander's, Inc. for the periods ended September 30, 2003 and
2002; June 30, 2003 and 2002; and March 31, 2003 and 2002 (as indicated in our
reports dated November 5, 2003; August 6, 2003 and May 7, 2003, respectively);
because we did not perform audits, we expressed no opinions on that
information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended September 30, 2003, June
30, 2003 and March 31, 2003 are being incorporated by reference in this
Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
November 20, 2003

                                                                    Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Alexander's, Inc. on Form S-3 of our report dated March 5, 2003 (November 20,
2003 as to the effect of the Flushing property reclassification described in
Note 12) (which report expresses an unqualified opinion and includes an
explanatory paragraph concerning the adoption of Statement of Financial
Accounting Standards No. 144) appearing in the Current Report on Form 8-K of
Alexander's, Inc. dated November 20, 2003, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

Deloitte & Touche LLP

Parsippany, New Jersey
November 20, 2003

                                                                    Exhibit 25.1
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|
                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                           13-5160382
(State of incorporation                            (I.R.S. employer
if not a U.S. national bank)                       identification no.)

One Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)           (Zip code)

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

                                Alexander's, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                           51-01-00517
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)

888 Seventh Avenue
New York, NY                                       10019
(Address of principal executive offices)           (Zip code)

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

                             Senior Debt Securities
                       (Title of the indenture securities)

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

1.    GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

               Name                                    Address
               ----                                    -------
                                        
      Superintendent of Banks of the        2 Rector Street, New York,
      State of New York                     N.Y.  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                            N.Y. 10045

      Federal Deposit Insurance             Washington, D.C. 20429
      Corporation

      New York Clearing House               New York, New York 10005
      Association

      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

                                      -2-

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                       -3-

                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 20th day of November, 2003.

                                    THE BANK OF NEW YORK

                                    By:   /S/   VAN K. BROWN
                                        --------------------------------
                                        Name:   VAN K. BROWN
                                        Title:  VICE PRESIDENT

                                       -4-

                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                   Dollar Amounts
                                                                    In Thousands
                                                                
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ........       $ 4,257,371
   Interest-bearing balances .................................         6,048,782
Securities:
   Held-to-maturity securities ...............................           373,479
   Available-for-sale securities .............................        18,918,169
Federal funds sold in domestic offices .......................         6,689,000
Securities purchased under agreements to
   resell ....................................................         5,293,789
Loans and lease financing receivables:
   Loans and leases held for sale ............................           616,186
   Loans and leases, net of unearned
     income ..................................................        38,342,282
   LESS: Allowance for loan and
     lease losses ............................................           819,982
   Loans and leases, net of unearned
     income and allowance ....................................        37,522,300
Trading assets ...............................................         5,741,193
Premises and fixed assets (including capitalized
   leases) ...................................................           958,273
Other real estate owned ......................................               441
Investments in unconsolidated subsidiaries and
   associated companies ......................................           257,626
Customers' liability to this bank on acceptances
   outstanding ...............................................           159,995
Intangible assets
   Goodwill ..................................................         2,554,921
   Other intangible assets ...................................           805,938
Other assets .................................................         6,285,971
                                                                     -----------

                                                                
Total assets .................................................       $96,483,434
                                                                     ===========
LIABILITIES
Deposits:

   In domestic offices .......................................       $37,264,787
   Noninterest-bearing .......................................        15,357,289
   Interest-bearing ..........................................        21,907,498
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................        28,018,241
   Noninterest-bearing .......................................         1,026,601
   Interest-bearing ..........................................        26,991,640
Federal funds purchased in domestic
  offices ....................................................           739,736
Securities sold under agreements to repurchase ...............           465,594
Trading liabilities ..........................................         2,456,565
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................         8,994,708
Bank's liability on acceptances executed and
   outstanding ...............................................           163,277
Subordinated notes and debentures ............................         2,400,000
Other liabilities ............................................         7,446,726
                                                                     -----------
Total liabilities ............................................       $87,949,634
Minority interest in consolidated                                    ===========
   subsidiaries ..............................................           519,472

EQUITY CAPITAL

Perpetual preferred stock and related
   surplus ...................................................                 0
Common stock .................................................         1,135,284
Surplus ......................................................         2,056,273
Retained earnings ............................................         4,694,161
Accumulated other comprehensive income .......................           128,610
Other equity capital components ..............................                 0
                                                                     -----------
Total equity capital .........................................         8,014,328
                                                                     -----------
Total liabilities minority interest and equity capital .......       $96,483,434
                                                                     ===========

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                                       Directors
Alan R. Griffith

                                                                    Exhibit 25.2
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                           13-5160382
(State of incorporation                            (I.R.S. employer
if not a U.S. national bank)                       identification no.)
One Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)           (Zip code)

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

                                Alexander's, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                           51-01-00517
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)
888 Seventh Avenue
New York, NY                                       10019
(Address of principal executive offices)           (Zip code)

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

                          Subordinated Debt Securities
                       (Title of the indenture securities)

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

1.    GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

               Name                                    Address
               ----                                    -------
                                        
      Superintendent of Banks of the        2 Rector Street, New York,
      State of New York                     N.Y.  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                            N.Y. 10045

      Federal Deposit Insurance             Washington, D.C. 20429
      Corporation

      New York Clearing House               New York, New York 10005
      Association

      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

                                      -2-

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                       -3-

                                    SIGNATURE

         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 20th day of November, 2003.

                                             THE BANK OF NEW YORK

                                             By:   /S/     VAN K. BROWN
                                                   -----------------------------
                                                   Name:   VAN K. BROWN
                                                   Title:  VICE PRESIDENT

                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                   Dollar Amounts
                                                                    In Thousands
                                                                
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ........       $ 4,257,371
   Interest-bearing balances .................................         6,048,782
Securities:
   Held-to-maturity securities ...............................           373,479
   Available-for-sale securities .............................        18,918,169
Federal funds sold in domestic offices .......................         6,689,000
Securities purchased under agreements to
   resell ....................................................         5,293,789
Loans and lease financing receivables:
   Loans and leases held for sale ............................           616,186
   Loans and leases, net of unearned
     income ..................................................        38,342,282
   LESS: Allowance for loan and
     lease losses ............................................           819,982
   Loans and leases, net of unearned
     income and allowance ....................................        37,522,300
Trading assets ...............................................         5,741,193
Premises and fixed assets (including capitalized
   leases) ...................................................           958,273
Other real estate owned ......................................               441
Investments in unconsolidated subsidiaries and
   associated companies ......................................           257,626
Customers' liability to this bank on acceptances
   outstanding ...............................................           159,995
Intangible assets
   Goodwill ..................................................         2,554,921
   Other intangible assets ...................................           805,938
Other assets .................................................         6,285,971
                                                                     -----------

                                                                
Total assets .................................................       $96,483,434
                                                                     ===========
LIABILITIES
Deposits:

   In domestic offices .......................................       $37,264,787
   Noninterest-bearing .......................................        15,357,289
   Interest-bearing ..........................................        21,907,498
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................        28,018,241
   Noninterest-bearing .......................................         1,026,601
   Interest-bearing ..........................................        26,991,640
Federal funds purchased in domestic
  offices ....................................................           739,736
Securities sold under agreements to repurchase ...............           465,594
Trading liabilities ..........................................         2,456,565
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................         8,994,708
Bank's liability on acceptances executed and
   outstanding ...............................................           163,277
Subordinated notes and debentures ............................         2,400,000
Other liabilities ............................................         7,446,726
                                                                     -----------
Total liabilities ............................................       $87,949,634
Minority interest in consolidated                                    ===========
   subsidiaries ..............................................           519,472

EQUITY CAPITAL

Perpetual preferred stock and related
   surplus ...................................................                 0
Common stock .................................................         1,135,284
Surplus ......................................................         2,056,273
Retained earnings ............................................         4,694,161
Accumulated other comprehensive income .......................           128,610
Other equity capital components ..............................                 0
                                                                     -----------
Total equity capital .........................................         8,014,328
                                                                     -----------
Total liabilities minority interest and equity capital .......       $96,483,434
                                                                     ===========

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                                       Directors
Alan R. Griffith