<PAGE>

                                                                     Exhibit 4.1
________________________________________________________________________________




                        CHINA TELECOM CORPORATION LIMITED

                                       TO

                          THE BANK OF NEW YORK, TRUSTEE

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


                                    Indenture



                               Dated as of _______

                                 --------------
________________________________________________________________________________

<PAGE>

                                TABLE OF CONTENTS

                                   ----------

                                                                            Page
                                                                            ----
Parties ..................................................................... 1

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

   ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION ................................................................. 1
SECTION 101.  Definitions. .................................................. 1
              Act ........................................................... 2
              Affiliate; control ............................................ 2
              Authenticating Agent .......................................... 2
              Board of Directors ............................................ 2
              Board Resolution .............................................. 2
              Business Day .................................................. 2
              Commission .................................................... 2
              Company ....................................................... 2
              Company Request; Company Order ................................ 2
              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 ............................................... 3
              Holder ........................................................ 3
              Indenture ..................................................... 3
              interest ...................................................... 3
              Interest Payment Date ......................................... 3
              Investment Company Act ........................................ 3
              Maturity ...................................................... 4
              Notice of Default ............................................. 4
              Officers' Certificate ......................................... 4
              Opinion of Counsel ............................................ 4
              Original Issue Discount Security .............................. 4
              Outstanding ................................................... 4
              Paying Agent .................................................. 5
              Person ........................................................ 5
              Place of Payment .............................................. 5
              Predecessor Security .......................................... 5
              Redemption Date ............................................... 5
              Redemption Price .............................................. 5

<PAGE>

                                                                            Page
                                                                            ----
              Regular Record Date ........................................... 5
              Securities .................................................... 6
              Securities Act ................................................ 6
              Security Register; Security Registrar ......................... 6
              Special Record Date ........................................... 6
              Stated Maturity ............................................... 6
              Subsidiary .................................................... 6
              Trust Indenture Act ........................................... 6
              Trustee ....................................................... 6
              U.S. Government Obligation .................................... 6
              Vice President ................................................ 6
SECTION 102.  Compliance Certificates and Opinions. ......................... 7
SECTION 103.  Form of Documents Delivered to Trustee. ....................... 7
SECTION 104.  Acts of Holders; Record Dates. ................................ 8
SECTION 105.  Notices, Etc., to Trustee and Company. ........................10
SECTION 106.  Notice to Holders; Waiver. ....................................10
SECTION 107.  Conflict with Trust Indenture Act. ............................11
SECTION 108.  Effect of Headings and Table of Contents. .....................11
SECTION 109.  Successors and Assigns. .......................................11
SECTION 110.  Separability Clause. ..........................................11
SECTION 111.  Benefits of Indenture. ........................................11
SECTION 112.  Governing Law. ................................................11
SECTION 113.  Waiver of Jury Trial. .........................................11
SECTION 114.  Legal Holidays. ...............................................11

ARTICLE TWO SECURITY FORMS ..................................................12

SECTION 201.  Forms Generally. ..............................................12
SECTION 202.  Form of Face of Security. .....................................12
SECTION 203.  Form of Reverse of Security. ..................................14
SECTION 204.  Form of Legend for Global Securities. .........................17
SECTION 205.  Form of Trustee's Certificate of Authentication. ..............18

ARTICLE THREE THE SECURITIES ................................................18

SECTION 301.  Amount Unlimited; Issuable in Series. .........................18
SECTION 302.  Denominations. ................................................20
SECTION 303.  Execution, Authentication, Delivery and Dating. ...............21
SECTION 304.  Temporary Securities. .........................................22
SECTION 305.  Registration, Registration of Transfer and Exchange. ..........22
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities. .............24
SECTION 307.  Payment of Interest; Interest Rights Preserved. ...............25
SECTION 308.  Persons Deemed Owners. ........................................26
SECTION 309.  Cancellation. .................................................26
SECTION 310.  Computation of Interest. ......................................27

ARTICLE FOUR SATISFACTION AND DISCHARGE .....................................27

SECTION 401.  Satisfaction and Discharge of Indenture. ......................27

                                       ii

<PAGE>


                                                                            Page
                                                                            ----
SECTION 402.  Application of Trust Money. ...................................28

ARTICLE FIVE REMEDIES .......................................................28

SECTION 501.  Events of Default. ............................................28
SECTION 502.  Acceleration of Maturity; Rescission and Annulment. ...........30
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                Trustee. ....................................................31
SECTION 504.  Trustee May File Proofs of Claim. .............................31
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities. ..32
SECTION 506.  Application of Money Collected. ...............................32
SECTION 507.  Limitation on Suits. ..........................................32
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                Premium and Interest. .......................................33
SECTION 509.  Restoration of Rights and Remedies. ...........................33
SECTION 510.  Rights and Remedies Cumulative. ...............................33
SECTION 511.  Delay or Omission Not Waiver. .................................34
SECTION 512.  Control by Holders. ...........................................34
SECTION 513.  Waiver of Past Defaults. ......................................34
SECTION 514.  Undertaking for Costs. ........................................34
SECTION 515.  Waiver of Usury, Stay or Extension Laws. ......................35

ARTICLE SIX THE TRUSTEE .....................................................35

SECTION 601.  Certain Duties and Responsibilities. ..........................35
SECTION 602.  Notice of Defaults. ...........................................36
SECTION 603.  Certain Rights of Trustee. ....................................36
SECTION 604.  Not Responsible for Recitals or Issuance of Securities. .......37
SECTION 605.  May Hold Securities. ..........................................37
SECTION 606.  Money Held in Trust. ..........................................38
SECTION 607.  Compensation and Reimbursement. ...............................38
SECTION 608.  Conflicting Interests. ........................................38
SECTION 609.  Corporate Trustee Required; Eligibility. ......................39
SECTION 610.  Resignation and Removal; Appointment of Successor. ............39
SECTION 611.  Acceptance of Appointment by Successor. .......................40
SECTION 612.  Merger, Conversion, Consolidation or Succession to Business. ..41
SECTION 613.  Preferential Collection of Claims Against Company. ............42
SECTION 614.  Appointment of Authenticating Agent. ..........................42
SECTION 615.  Appointment of Co-Trustee. ....................................43

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY .............45

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

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ..........46

                                      iii

<PAGE>

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms. .........46
SECTION 802.  Successor Substituted. ........................................47

ARTICLE NINE SUPPLEMENTAL INDENTURES ........................................47

SECTION 901.  Supplemental Indentures Without Consent of Holders. ...........47
SECTION 902.  Supplemental Indentures With Consent of Holders. ..............48
SECTION 903.  Execution of Supplemental Indentures. .........................49
SECTION 904.  Effect of Supplemental Indentures. ............................49
SECTION 905.  Conformity with Trust Indenture Act. ..........................50
SECTION 906.  Reference in Securities to Supplemental Indentures. ...........50

ARTICLE TEN COVENANTS .......................................................50

SECTION 1001. Payment of Principal, Premium and Interest. ...................50
SECTION 1002. Maintenance of Office or Agency. ..............................50
SECTION 1003. Money for Securities Payments to Be Held in Trust. ............51
SECTION 1004. Statement by Officers as to Default. ..........................52
SECTION 1005. Existence. ....................................................52
SECTION 1006. Maintenance of Properties. ....................................52
SECTION 1007. Payment of Taxes and Other Claims. ............................52
SECTION 1008. Waiver of Certain Covenants. ..................................52

ARTICLE ELEVEN REDEMPTION OF SECURITIES .....................................53

SECTION 1101. Applicability of Article. .....................................53
SECTION 1102. Election to Redeem; Notice to Trustee. ........................53
SECTION 1103. Selection by Trustee of Securities to Be Redeemed. ............53
SECTION 1104. Notice of Redemption. .........................................54
SECTION 1105. Deposit of Redemption Price. ..................................55
SECTION 1106. Securities Payable on Redemption Date. ........................55
SECTION 1107. Securities Redeemed in Part. ..................................55

ARTICLE TWELVE SINKING FUNDS ................................................56

SECTION 1201. Applicability of Article. .....................................56
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. ........56
SECTION 1203. Redemption of Securities for Sinking Fund. ....................56

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE .........................57

SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance. .57
SECTION 1302. Defeasance and Discharge. .....................................57
SECTION 1303. Covenant Defeasance. ..........................................57
SECTION 1304. Conditions to Defeasance or Covenant Defeasance. ..............58
SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held
                in Trust; Miscellaneous Provisions. .........................59
SECTION 1306. Reinstatement. ................................................60

                                       iv

<PAGE>

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

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

   Trust Indenture
     Act Section                                               Indenture Section
(S)310(a)(1) ................................................  609
      (a)(2) ................................................  609
      (a)(3) ................................................  Not Applicable
      (a)(4) ................................................  Not Applicable
      (b) ...................................................  608
                                                               610
(S)311(a) ...................................................  613
      (b) ...................................................  613
(S)312(a) ...................................................  701
                                                               702
      (b) ...................................................  702
      (c) ...................................................  702
(S)313(a) ...................................................  703
      (b) ...................................................  703
      (c) ...................................................  703
      (d) ...................................................  703
(S)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
(S)315(a) ...................................................  601
      (b) ...................................................  602
      (c) ...................................................  601
      (d) ...................................................  601
      (e) ...................................................  514
(S)316(a) ...................................................  101
      (a)(1)(A) .............................................  502
                                                               512
      (a)(1)(B) .............................................  513
      (a)(2) ................................................  Not Applicable
      (b) ...................................................  508
      (c) ...................................................  104
(S)317(a)(1) ................................................  503
      (a)(2) ................................................  504
      (b) ...................................................  1003
(S)318(a) ...................................................  107
-------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

<PAGE>

     INDENTURE, dated as of         , between CHINA TELECOM CORPORATION LIMITED,
a corporation duly organized and existing under the laws of The People's
Republic of China (herein called the "Company"), having its principal office at
31 Jinrong Street, Beijing, China 100032, and THE BANK OF NEW YORK, a New York
banking corporation, 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 International Financial Reporting
  Standards, or IFRS, and, except as otherwise herein expressly provided, the
  term "IFRS" with respect to any computation required or permitted hereunder
  shall mean such accounting principles under IFRS 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

<PAGE>

     (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.

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

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer, Company Secretary, or Controller
and delivered to the Trustee.

                                      -2-

<PAGE>

     "Corporate Trust Office" means the office of the Trustee currently located
at 101 Barclay Street, Floor 21 West, New York, New York 10286 at which at any
particular time its corporate trust business shall be principally administered.

     "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.

     "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.

                                      -3-

<PAGE>

     "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, Chief Executive Officer, President, Chief Financial Officer, Company
Secretary or the Controller 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.

     "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,

                                      -4-

<PAGE>

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

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

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

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

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

     "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.

                                      -5-

<PAGE>

     "Responsible Officer" when used with respect to the Trustee, means any vice
president, any assistant vice president, any senior trust officer or assistant
trust officer, any trust officer, or any other officer associated with the
corporate trust department 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 such person's 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 Company 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.

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

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

                                      -6-

<PAGE>

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 or she has
  made such examination or investigation as is necessary to enable him or her 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 the 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.

                                      -7-

<PAGE>

     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 signatory acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

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

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders

                                      -8-

<PAGE>

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 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.

     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

                                      -9-

<PAGE>

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
     Administration, with a copy to The Bank of New York, Singapore Branch, One
     Temasek Avenue, #02-01, Millenia Tower, Singapore 039192, Attention: Global
     Trust Services, fax number: 65-6883-0338, 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 or at any other address previously furnished
     in writing to the Trustee by the Company.

       All notices sent under this Indenture shall be deemed effective upon
actual receipt.

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.

                                      -10-

<PAGE>

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

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.

SECTION 112. Governing Law.

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

SECTION 113. Waiver of Jury Trial.

       EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 114. 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

                                      -11-

<PAGE>

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

                                  ARTICLE TWO

                                 Security Forms

SECTION 201. Forms Generally.

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

                             _____________________
                           __________________________

No. __                                                                    $ ____

       China Telecom Corporation Limited, a corporation duly organized and
existing under the laws of The People's Republic of China (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of ____________
Dollars on ____________________ [if the Security is to bear interest prior to
Maturity, insert -- , and to pay interest thereon from ______ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on _____ and _____ in each year, commencing _____, at the
rate of __% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and

                                      -12-

<PAGE>

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
Company, 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.

       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 [if applicable, insert -- ;
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.

Dated:

                                                          ______________________

                                                          By____________________

                                      -13-

<PAGE>

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 for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert --, limited
in aggregate principal amount to $____].

       [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___ in any year commencing with the year ___ and ending with the year ___
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert -- on or after ___, 20], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert -- on or before ____, __%,
and if redeemed] during the 12-month period beginning ____ of the years
indicated,

                      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 instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

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

                                      -14-

<PAGE>

operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
______ of the years indicated,



                            Redemption Price
                             For Redemption                Redemption Price For
                           Through Operation               Redemption Otherwise
                                 of the                   Than Through Operation
       Year                   Sinking Fund                  of the Sinking Fund
       ----                   ------------                  -------------------






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

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

       [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 paragraph regarding subordination of the
Security.]

                                      -15-

<PAGE>

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

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

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

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% 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 indemnity reasonably satisfactory to
it, 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.

                                      -16-

<PAGE>

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

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of US$1,000 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.

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

SECTION 204. Form of Legend for Global Securities.

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

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

                                      -17-

<PAGE>

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 [describe Securities] of China Telecom Corporation
Limited designated therein referred to in the within-mentioned Indenture.

                                                           The Bank of New York,
                                                                      As Trustee

                                                   By __________________________
                                                            Authorized Signatory

Date: __________________

                                 ARTICLE THREE

                                 The Securities

SECTION 301. Amount Unlimited; Issuable in Series.

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

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

     (1)  the specific designation or 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;

                                      -18-

<PAGE>

     (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;

     (9)  if other than denominations of US$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

                                      -19-

<PAGE>

  Securities as of any such date for any purpose thereunder or hereunder,
  including the principal amount thereof which shall be due and payable upon any
  Maturity other than the Stated Maturity or which shall be deemed to be
  Outstanding as of any date prior to the Stated Maturity (or, in any such case,
  the manner in which such amount deemed to be the principal amount shall be
  determined);

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

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

     (19) the CUSIP/ISIN or other identification number, if any; 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

                                      -20-

<PAGE>

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 US$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, Chief Executive Officer, President, or Chief Financial Officer,
reproduced thereon attested by its Company Secretary. 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 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.

                                      -21-

<PAGE>

     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 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

                                      -22-

<PAGE>

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
such Holder's attorney duly authorized in writing.

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

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

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

                                      -23-

<PAGE>

     (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,
  (B) there shall have occurred and be continuing an Event of Default with
  respect to such Global Security or (C) there shall exist such circumstances,
  if any, in addition to or in lieu of the foregoing as have been specified for
  this purpose as contemplated by Section 301.

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

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

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

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

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of 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.

                                      -24-

<PAGE>

     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
  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 Company 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 Company shall promptly notify the Trustee of such Special Record
  Date and, the Trustee 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

                                      -25-

<PAGE>

  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
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. Cancellation.

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

                                      -26-

<PAGE>

SECTION 310. Computation of Interest.

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

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture.

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

     (1)  either

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

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

              (i)   have become due and payable, or

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

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

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

                                      -27-

<PAGE>

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


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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under 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 on any
  Security of that series at its Maturity; or

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

     (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

                                      -28-

<PAGE>

  Securities other than that series), and continuance of such default or breach
  for a period of 60 days after there has been given, by registered or certified
  mail, to the Company by the Trustee or to the Company and the Trustee by the
  Holders of at least 25% in principal amount of the Outstanding Securities of
  that series a written notice specifying such default or breach and requiring
  it to be remedied and stating that such notice is a "Notice of Default"
  hereunder; or

     (5) (A) there shall have occurred one or more defaults by the Company in
  the payment of the principal of debt aggregating US$30 million or more, when
  the same becomes due and payable at the Stated Maturity thereof, and such
  default or defaults shall have continued after any applicable grace period and
  shall not have been cured or waived or (B) debt of the Company aggregating
  US$30 million or more shall have been accelerated or otherwise declared due
  and payable, or required to be prepaid or repurchased (other than by regularly
  scheduled required prepayment), prior to the Stated Maturity thereof; and, in
  each case, continuance of such default or non-annulment of such acceleration
  for a period of 10 days after there has been given, by registered or certified
  mail, to the Company by the trustee or to the Company and the Trustee by the
  Holders of at least 25% in principal amount of the Outstanding Securities 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

     (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

                                      -29-

<PAGE>

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

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

     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

                                      -30-

<PAGE>

  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 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.

                                      -31-

<PAGE>

     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;

         (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;

                                      -32-

<PAGE>

     (3) such Holder or Holders have offered to the Trustee indemnity reasonably
  satisfactory to it 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.

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.

                                      -33-

<PAGE>

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 Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

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

                                      -34-

<PAGE>

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

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

                                   ARTICLE SIX

                                   The Trustee

SECTION 601. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Except during the continuance of an Event of Default,
the Trustee in each of its capacity hereunder undertakes to perform such duties
and only such duties as are provided in the Trust Indenture Act and specifically
set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee unless required by applicable law.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     In the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by an provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

                                      -35-

<PAGE>

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 conclusively 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 written
  advice of such counsel or any Opinion of Counsel shall be full and complete
  authorization and protection in respect of any action taken, suffered or
  omitted by it hereunder in good faith and in reliance thereon;

     (5) the Trustee shall not be liable for any error of judgment made in good
  faith by a Responsible Officer, unless it shall be proved that the Trustee was
  negligent in ascertaining the pertinent facts;

     (6) 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 security or indemnity reasonably satisfactory to it against the
  costs, expenses and liabilities which might be incurred by it in compliance
  with such request or direction;

     (7) 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

                                      -36-

<PAGE>

  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;

     (8)  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;

     (9)  the Trustee shall not be liable for any action taken, suffered or
  omitted by it in good faith and believed by it to be authorized or within the
  discretion or rights or powers conferred upon it by this Indenture, provided
  that the Trustee's conduct does not constitute negligence or bad faith acting
  in any of its capacity hereunder;

     (10) the Trustee shall not be deemed to have notice of any Default or Event
  of Default unless a Responsible Officer of the Trustee has actual knowledge
  thereof or unless written notice of any event which is in fact such a default
  is received by the Trustee at the Corporate Trust Office of the Trustee, and
  such notice references the Securities and this Indenture;

     (11) the rights, privileges, protections, immunities and benefits given to
  the Trustee, including, without limitation, its right to be indemnified, are
  extended to, and shall be enforceable by, the Trustee in each of its
  capacities hereunder; and

     (12) the Trustee may request that the Company deliver an Officer's
  Certificate setting forth the names of individuals and/or titles of officers
  authorized at such time to take specified actions pursuant to this Indenture,
  which Officer's Certificate may be signed by any person authorized to sign an
  Officer's Certificate, including any person specified as so authorized in any
  such certificate previously delivered and not superseded.

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

                                      -37-

<PAGE>

otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

SECTION 606. Money Held in Trust.

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

SECTION 607. Compensation and Reimbursement.

     The Company agrees

     (1) to pay to the Trustee from time to time such 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 expenses, disbursements and advances properly
  incurred or made by the Trustee in accordance with any provision of this
  Indenture (including the compensation and the expenses and disbursements of
  its agents and counsel), except any such expense, disbursement or advance as
  may be attributable to its negligence or bad faith; and

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

     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, 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, 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.

SECTION 608. Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent

                                      -38-

<PAGE>

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 [US$50,000,000] and has its Corporate Trust
Office in ....................If any such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

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

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

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

     If at any time:

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

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

                                      -39-

<PAGE>

     (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 such Holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

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

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

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

                                      -40-

<PAGE>

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 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

                                      -41-

<PAGE>

under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

SECTION 613. Preferential Collection of Claims Against Company.

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

SECTION 614. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than [US$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.

                                      -42-

<PAGE>

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

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

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

     This is one of the [describe Securities] of China Telecom Corporation
Limited designated therein referred to in the within-mentioned Indenture.

                                                           The Bank of New York,
                                                                      As Trustee

                                               By______________________________,
                                                         As Authenticating Agent

                                               By_______________________________
                                                            Authorized Signatory

Date:__________________

SECTION 615. Appointment of Co-Trustee.

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
the Company is located or doing business, the Trustee shall, with the prior
written approval of the Company (except during the continuance of an Event of
Default, in which case no such prior written approval is required), have the
power and may execute and deliver all instruments necessary to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Securities, and to vest in such
Person or Persons, in such capacity and for the benefit of the Holders, such
title to the Securities or any part thereof,

                                      -43-

<PAGE>

and subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 610 and no notice
to Holders of the appointment of any co-trustee or separate trustee shall be
required under Section 610 hereof.

     (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

           (i)   all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to the
     Securities or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Trustee;

           (ii)  no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder; and

           (iii) the Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Section 615. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee. Every such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be

                                      -44-

<PAGE>

exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee

                                  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 15 calendar days after each Regular
  Record Date in respect of Securities of a series 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 such Regular Record Date, and

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

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

SECTION 702. Preservation of Information; Communications to Holders.

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

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

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

SECTION 703. Reports by Trustee.

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

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

                                      -45-

<PAGE>

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 therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officers' Certificates).

                                  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

                                      -46-

<PAGE>

  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.

                                  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

                                      -47-

<PAGE>

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

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

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

     (6) to secure the Securities; or

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

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

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

SECTION 902. Supplemental Indentures With Consent of Holders.

     With the consent of the Holders of not less than 66 2/3% 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 instalment of
  principal of or interest on, any Security, or reduce the principal amount
  thereof or the

                                      -48-

<PAGE>

  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 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.

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

                                      -49-

<PAGE>

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.

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

                                      -50-

<PAGE>

Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

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

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

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

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

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

     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.

                                      -51-

<PAGE>

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.

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

                                      -52-

<PAGE>

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 66 2/3% in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101. Applicability of Article.

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

SECTION 1102. Election to Redeem; Notice to Trustee.

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

                                      -53-

<PAGE>

Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

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

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

SECTION 1104. Notice of Redemption.

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

     All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price,

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

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

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

     (6) the specific provision of the Indenture pursuant to which such
  Securities are to be redeemed, and

                                      -54-

<PAGE>

     (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.

SECTION 1106. Securities Payable on Redemption Date.

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

                                      -55-

<PAGE>

                                 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 40 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.

                                      -56-

<PAGE>

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

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

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

SECTION 1302. Defeasance and Discharge.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this 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
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

SECTION 1303. Covenant Defeasance.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 and 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

                                      -57-

<PAGE>

such Securities, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

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

     (1) The Company shall irrevocably have deposited or caused to be deposited
  with the Trustee (or another trustee which satisfies the requirements
  contemplated by Section 609 and agrees to comply with the provisions of this
  Article applicable to it) as trust funds in trust for the purpose of making
  the following payments, specifically 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 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
  Securities or any series of Securities, as the case may be, the Company shall
  have delivered to the Trustee an Opinion of Counsel stating that (A) 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

                                      -58-

<PAGE>

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

     (4) The Company shall have delivered to the Trustee an Officers'
  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 Officers'
  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

                                      -59-

<PAGE>

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.

     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.

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

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

                                      -60-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                               CHINA TELECOM CORPORATION LIMITED

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               THE BANK OF NEW YORK

                                               By:______________________________
                                                  Name:
                                                  Title:

                                      -61-