<PAGE>






                       MIDAMERICAN ENERGY HOLDINGS COMPANY



                                       and



                              THE BANK OF NEW YORK,
                                   as Trustee







                                    INDENTURE



                           Dated as of October 4, 2002



                             Senior Debt Securities





<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                              <C>
RECITALS OF THE COMPANY...........................................................................................1

ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................1

         Section 1.01.         Definitions........................................................................1
                  Act.............................................................................................2
                  Affiliate.......................................................................................2
                  Applicable Procedures...........................................................................2
                  Attributable Value..............................................................................2
                  Authenticating Agent............................................................................2
                  Authorized Agent................................................................................2
                  Berkshire Hathaway..............................................................................2
                  Board of Directors..............................................................................2
                  Board Resolution................................................................................2
                  Business Day....................................................................................2
                  Capital Stock...................................................................................2
                  Capitalized Lease...............................................................................3
                  Capitalized Lease Obligation....................................................................3
                  Cash Equivalent.................................................................................3
                  Change of Control...............................................................................4
                  Change of Control Offer.........................................................................4
                  Clearstream.....................................................................................4
                  Commission......................................................................................4
                  Common Stock....................................................................................4
                  Company.........................................................................................5
                  Company Request.................................................................................5
                  Company Order...................................................................................5
                  Consolidated Net Tangible Assets................................................................5
                  Corporate Trust Office..........................................................................5
                  corporation.....................................................................................5
                  Covenant Defeasance.............................................................................5
                  Currency Protection Agreement...................................................................5
                  Debt............................................................................................5
                  default.........................................................................................6
                  Defaulted Interest..............................................................................6
                  Defeasance......................................................................................6
                  Definitive Security.............................................................................6
                  Depositary......................................................................................6
                  Dollar..........................................................................................7
                  $...............................................................................................7
                  DTC.............................................................................................7
                  Euroclear.......................................................................................7


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                  Event of Default................................................................................7
                  Exchange Act....................................................................................7
                  Expiration Date.................................................................................7
                  GAAP............................................................................................7
                  Global Security.................................................................................7
                  Guarantee.......................................................................................7
                  Holder..........................................................................................8
                  holder of Securities............................................................................8
                  Holding Period..................................................................................8
                  IAI.............................................................................................8
                  Incur...........................................................................................8
                  Indebtedness For Borrowed Money.................................................................8
                  Indenture.......................................................................................8
                  Indirect Participant............................................................................8
                  Initial Principal Amount........................................................................8
                  Initial Securities..............................................................................8
                  Intangible Assets...............................................................................8
                  interest........................................................................................9
                  Interest Payment Date...........................................................................9
                  Interest Rate Protection Agreement..............................................................9
                  Investment Grade................................................................................9
                  Joint Venture...................................................................................9
                  judgment currency...............................................................................9
                  Lien............................................................................................9
                  Maturity........................................................................................9
                  Moody's.........................................................................................9
                  Non-Recourse....................................................................................9
                  Notice of Default..............................................................................10
                  Officers' Certificate..........................................................................10
                  Opinion of Counsel.............................................................................10
                  Optional Definitive Security Request...........................................................10
                  Original Issue Discount Security...............................................................10
                  Outstanding....................................................................................10
                  Participant....................................................................................11
                  Paying Agent...................................................................................11
                  Permanent Global Security......................................................................11
                  Person.........................................................................................11
                  Place of Payment...............................................................................11
                  Predecessor Security...........................................................................12
                  Preferred Stock................................................................................12
                  Principal Amount...............................................................................12
                  Private Exchange...............................................................................12
                  Private Exchange Securities....................................................................12
                  Property.......................................................................................12
                  Purchase Date..................................................................................12



                                       ii

<PAGE>


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<S>                                                                                                             <C>
                  QIB............................................................................................12
                  Rating.........................................................................................12
                  Rating Agency..................................................................................12
                  Rating Category................................................................................12
                  Rating Date....................................................................................13
                  Rating Decline.................................................................................13
                  Redeemable Stock...............................................................................13
                  Redemption Date................................................................................13
                  Redemption Price...............................................................................13
                  Registered Exchange Offer......................................................................13
                  Registered Security............................................................................14
                  Registration Rights Agreement..................................................................14
                  Regular Record Date............................................................................14
                  Regulation S...................................................................................14
                  Regulation S Global Security...................................................................14
                  Regulation S Global Permanent Security.........................................................14
                  Regulation S Security..........................................................................14
                  Regulation S Global Temporary Security.........................................................14
                  Relevant Date..................................................................................14
                  Responsible Officer............................................................................14
                  Restricted Definitive Securities...............................................................15
                  Restricted Period..............................................................................15
                  Restricted Securities..........................................................................15
                  Rule 144.......................................................................................15
                  Rule 144A......................................................................................15
                  Rule 144A Global Security......................................................................15
                  Rule 144A Security.............................................................................15
                  S&P............................................................................................15
                  Securities.....................................................................................15
                  Securities Act.................................................................................15
                  Security Register..............................................................................15
                  Security Exchange Agent/Registrar..............................................................15
                  Shelf Registration Statement...................................................................15
                  Significant Subsidiary.........................................................................15
                  Special Record Date............................................................................16
                  Stated Maturity................................................................................16
                  Subsidiary.....................................................................................16
                  Trade Payables.................................................................................16
                  Transfer Agent.................................................................................16
                  Trust Indenture Act............................................................................16
                  Trustee........................................................................................16
                  United States..................................................................................16
                  U.S............................................................................................16
                  U.S. Government Obligation.....................................................................16
                  Unrestricted Security..........................................................................17
                  Voting Stock...................................................................................17



                                       iii

<PAGE>


<CAPTION>
                                                                                                                PAGE
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<S>                                                                                                             <C>
         Section 1.02.         Certificates and Opinions.........................................................17
         Section 1.03.         Form of Documents Delivered to Trustee............................................17
         Section 1.04.         Acts of Holders; Record Dates.....................................................18
         Section 1.05.         Notices, Etc., to Trustee and Company.............................................20
         Section 1.06.         Notice to Holders; Waiver.........................................................21
         Section 1.07.         Effect of Headings and Table of Contents..........................................21
         Section 1.08.         Successors and Assigns............................................................21
         Section 1.09.         Separability Clause...............................................................21
         Section 1.10.         Benefits of Indenture.............................................................21
         Section 1.11.         Governing Law.....................................................................22
         Section 1.12.         Legal Holidays....................................................................22
         Section 1.13.         Incorporation by Reference of Trust Indenture Act.................................22
         Section 1.14.         Conflict with Trust Indenture Act.................................................23
         Section 1.15.         No Recourse Against Others........................................................23

ARTICLE II. SECURITY FORMS.......................................................................................23
         Section 2.01.         Forms Generally...................................................................23
         Section 2.02.         (a) Form of Face of Initial Security..............................................25
                               (b) Form of Reverse of Initial Security...........................................32
         Section 2.03.         (a) Form of Face of Exchange Security.............................................39
                               (b) Form of Reverse of Exchange Security..........................................43
         Section 2.04.         Form of Trustee's Certificate of Authentication...................................49
         Section 2.05.         Form of Trustee's Certificate of Authentication by an Authenticating Agent........50

ARTICLE III. THE SECURITIES......................................................................................51
         Section 3.01.         Amount Unlimited; Issuable in Series..............................................51
         Section 3.02.         Denominations.....................................................................53
         Section 3.03.         Execution, Authentication, Delivery and Dating....................................53
         Section 3.04.         Temporary Securities..............................................................54
         Section 3.05.         Registrar and Paying Agent; Registration, Registration of Transfer and Exchange...55
         Section 3.06.         Restricted Securities.............................................................57
         Section 3.07.         Global Securities.................................................................58
         Section 3.08.         Mutilated, Destroyed, Lost and Stolen Securities..................................66
         Section 3.09.         Payment of Interest; Interest Rights Reserved.....................................67
         Section 3.10.         Persons Deemed Owners.............................................................68
         Section 3.11.         Cancellation......................................................................69
         Section 3.12.         Computation of Interest...........................................................69
         Section 3.13.         Certification Form................................................................69
         Section 3.14.         CUSIP and ISIN Numbers............................................................84

ARTICLE IV. SATISFACTION, DISCHARGE AND DEFEASANCE...............................................................84
         Section 4.01.         Satisfaction and Discharge of Indenture...........................................84
         Section 4.02.         Defeasance, Discharge and Covenant Defeasance.....................................85



                                       iv

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         Section 4.03.         Application of Trust Money........................................................88
         Section 4.04.         Reinstatement.....................................................................89

ARTICLE V. REMEDIES..............................................................................................89
         Section 5.01.         Events of Default.................................................................89
         Section 5.02.         Acceleration of Maturity; Rescission and Annulment................................91
         Section 5.03.         Collection of Debt and Suits for Enforcement by Trustee...........................91
         Section 5.04.         Trustee May File Proofs of Claim..................................................92
         Section 5.05.         Trustee May Enforce Claims Without Possession of Securities.......................93
         Section 5.06.         Application of Money Collected....................................................93
         Section 5.07.         Limitation on Suits...............................................................94
         Section 5.08.         Unconditional Right of Holders to Receive Principal, Premium and Interest.........94
         Section 5.09.         Restoration of Rights and Remedies................................................95
         Section 5.10.         Rights and Remedies Cumulative....................................................95
         Section 5.11.         Delay or Omission Not Waiver......................................................95
         Section 5.12.         Control by Holders................................................................95
         Section 5.13.         Waiver of Past Defaults...........................................................96
         Section 5.14.         Undertaking for Costs.............................................................96

ARTICLE VI. THE TRUSTEE..........................................................................................96
         Section 6.01.         Certain Duties and Responsibilities...............................................96
         Section 6.02.         Notice of Defaults................................................................97
         Section 6.03.         Certain Rights of Trustee.........................................................98
         Section 6.04.         Not Responsible for Recitals or Issuance of Securities............................99
         Section 6.05.         May Hold Securities...............................................................99
         Section 6.06.         Money Held in Trust...............................................................99
         Section 6.07.         Compensation and Reimbursement....................................................99
         Section 6.08.         Disqualification; Conflicting Interests..........................................100
         Section 6.09.         Corporate Trustee Required; Eligibility..........................................100
         Section 6.10.         Resignation and Removal; Appointment of Successor Trustee........................101
         Section 6.11.         Acceptance of Appointment by Successor...........................................102
         Section 6.12.         Merger, Conversion, Consolidation or Succession to Business......................103
         Section 6.13.         Preferential Collecting of Claims Against Company................................103
         Section 6.14.         Authenticating Agents............................................................106

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................108
         Section 7.01.         Company to Furnish Trustee Names and Addresses of Holders........................108
         Section 7.02.         Preservation of Information; Communications to Holders...........................108
         Section 7.03.         Reports by Trustee...............................................................109
         Section 7.04.         Reports by Company...............................................................110

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE..................................................110
         Section 8.01.         Company May Consolidate, Etc. Only on Certain Terms..............................110
         Section 8.02.         Successor Corporation to be Substituted..........................................111



                                       v
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ARTICLE IX. SUPPLEMENTAL INDENTURES.............................................................................111
         Section 9.01.         Supplemental Indenture without Consent of Holders................................111
         Section 9.02.         Supplemental Indentures with Consent of Holders..................................113
         Section 9.03.         Execution of Supplemental Indentures.............................................113
         Section 9.04.         Effect of Supplemental Indentures................................................113
         Section 9.05.         Conformity with Trust Indenture Act..............................................114
         Section 9.06.         Reference in Securities to Supplemental Indentures...............................114

ARTICLE X. COVENANTS............................................................................................114
         Section 10.01.        Payment of Principal, Premium, if any, and Interest..............................114
         Section 10.02.        Maintenance of Office or Agency..................................................114
         Section 10.03.        Money for Securities Payments to Be Held in Trust................................115
         Section 10.04.        Limitation on Liens..............................................................116
         Section 10.05.        Statement by Officers as to Default..............................................117
         Section 10.06.        Modification or Waiver of Certain Covenants......................................117
         Section 10.07.        Further Assurances...............................................................118
         Section 10.08.        Copies Available to Holders......................................................118
         Section 10.09.        Reports by Company...............................................................118
         Section 10.10.        Purchase of Securities Upon Change of Control....................................119
         Section 10.11.        Calculation of Original Issue Discount...........................................120

ARTICLE XI. REDEMPTION OF SECURITIES............................................................................120
         Section 11.01.        Applicability of Article.........................................................120
         Section 11.02.        Election to Redeem; Notice to Trustee............................................120
         Section 11.03.        Selection by Trustee of Securities to Be Redeemed................................121
         Section 11.04.        Notice of Redemption.............................................................121
         Section 11.05.        Deposit of Redemption Price......................................................122
         Section 11.06.        Securities Payable on Redemption Date............................................122
         Section 11.07.        Securities Redeemed in Part......................................................122

ARTICLE XII. MEETINGS OF HOLDERS OF SECURITIES..................................................................123
         Section 12.01.        Purposes of Meeting..............................................................123
         Section 12.02.        Place of Meetings................................................................123
         Section 12.03.        Voting at Meetings...............................................................124
         Section 12.04.        Voting Rights, Conduct and Adjournment...........................................124
         Section 12.05.        Revocation of Consent by Holders.................................................124

ARTICLE XIII. MISCELLANEOUS.....................................................................................125
         Section 13.01.        Consent to Jurisdiction; Appointment of Agent to Accept Service of Process.......125
         Section 13.02.        Counterparts.....................................................................127
</TABLE>

                                       vi

<PAGE>



                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
 Trust Indenture                                                                                           Indenture
   Act Section                                                                                              Section
-----------------                                                                                         -----------
<S>        <C>                                                                                       <C>
ss. 310     (a)(1).............................................................................................6.09
            (a)(2).............................................................................................6.09
            (a)(3)...................................................................................Not Applicable
            (a)(4)...................................................................................Not Applicable
            (b)..........................................................................................6.08, 6.10
ss. 311     (a)................................................................................................6.13
            (b)................................................................................................6.13
            (c)......................................................................................Not Applicable
ss. 312     (a)..........................................................................................7.01, 7.02
            (b)................................................................................................7.02
            (c)................................................................................................7.02
ss. 313     (a)................................................................................................7.03
            (b)................................................................................................7.03
            (c)................................................................................................7.03
            (d)................................................................................................7.03
ss. 314     (a)................................................................................................7.04
            (a)(4).......................................................................................1.01, 7.04
            (b)......................................................................................Not Applicable
            (c)(1).............................................................................................1.02
            (c)(2).............................................................................................1.02
            (c)(3)...................................................................................Not Applicable
            (d)......................................................................................Not Applicable
            (e)................................................................................................1.02
            (f)......................................................................................Not Applicable
ss. 315     (a)................................................................................................6.01
            (b)................................................................................................6.02
            (c)................................................................................................6.01
            (d)................................................................................................6.01
            (e)................................................................................................5.14
ss. 316     (a)................................................................................1.01 ("Outstanding")
            (a)(1)(A)....................................................................................5.02, 5.12
            (a)(1)(B)..........................................................................................5.13
            (a)(2)...................................................................................Not Applicable
            (b)................................................................................................5.08
            (c)................................................................................................1.04
ss. 317     (a)(1).............................................................................................5.03
            (a)(2).............................................................................................5.04
            (b)...............................................................................................10.03
ss. 318     (a)................................................................................................1.13
            (b)......................................................................................Not Applicable
            (c)................................................................................................1.13
</TABLE>

-----------------------------
            Note:  This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of this Indenture.


                                      vii

<PAGE>


                  INDENTURE, dated as of October 4, 2002, between MIDAMERICAN
ENERGY HOLDINGS COMPANY, an Iowa corporation (herein called the "Company"),
having its principal office at 666 Grand Avenue, Des Moines, Iowa 50303, and THE
BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity,
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 certain of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as provided in this
Indenture.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are deemed to be incorporated into this
Indenture and shall, to the extent applicable, be governed by such provisions.

                  All things necessary to make this Indenture a valid and
legally binding 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 covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01. Definitions

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                           (a) the terms defined in this Article have the
              respective meanings assigned to them in this Article and include
              the plural as well as the singular;

                           (b) 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 to the extent
              applicable;

                           (c) all accounting terms not otherwise defined herein
              have the meanings assigned to them in accordance with GAAP
              (whether or not such is indicated herein); and

                           (d) 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.


<PAGE>


                  Certain terms, used principally in Article VI, are defined in
that Article.

                  "Act," when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "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 Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

                  "Applicable Procedures" means the rules and procedures of DTC,
Euroclear and Clearstream, in each case pertaining to beneficial interests in a
Global Security.

                  "Attributable Value" means, as to a Capitalized Lease
Obligation under which any Person is at the time liable and at any date as of
which the amount thereof is to be determined, the capitalized amount thereof
that would appear on the face of a balance sheet of such Person in accordance
with GAAP.

                  "Authenticating Agent" means any Person authorized to
authenticate and deliver Securities on behalf of the Trustee pursuant to Section
6.14.

                  "Authorized Agent" has the meaning specified in Section 13.01.

                  "Berkshire Hathaway"  means Berkshire Hathaway Inc. and any
Subsidiary of Berkshire Hathaway Inc.

                  "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 of the Company
certified by the Secretary or any Assistant Secretary of the Company or by other
authorized designee of the Board of Directors to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification.

                  "Business Day," when used with respect to the Place of Payment
of the Securities of any series, means each day which is not a Saturday, a
Sunday or a day on which banking institutions in any Place of Payment for the
Securities of that series are authorized or obligated by law to remain closed.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in, or interests (however designated) in, the
equity of such Person


                                       2

<PAGE>


that is outstanding or issued on or after the date hereof, including, without
limitation, all Common Stock and Preferred Stock and partnership and joint
venture interests in such Person.

                  "Capitalized Lease" means, as applied to any Person, any lease
of any Property of which the discounted present value of the rental obligations
of such Person as lessee, in conformity with GAAP, is required to be capitalized
on the balance sheet of such Person.

                  "Capitalized Lease Obligation" means the rental obligations
under any Capitalized Lease.

                  "Cash Equivalent" means any of the following:

                           (i) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof);

                           (ii) time deposits and certificates of deposit of any
commercial bank organized in the United States having capital and surplus in
excess of $500,000,000 or any commercial bank organized under the laws of any
other country having total assets in excess of $500,000,000 with a maturity date
not more than two years from the date of acquisition;

                           (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clauses (i) or
(v) that were entered into with any bank meeting the qualifications set forth in
clause (ii) or another financial institution of national reputation;

                           (iv) direct obligations issued by any state or other
jurisdiction of the United States or any other country or any political
subdivision or public instrumentality thereof maturing, or subject to tender at
the option of the holder thereof, within 90 days after the date of acquisition
thereof and, at the time of acquisition, having a rating of at least A from
"S&P" or A-2 from Moody's (or, if at any time neither S&P nor Moody's may be
rating such obligations, then from another nationally recognized rating service
acceptable to the Trustee);

                           (v) commercial paper issued by (a) the parent
corporation of any commercial bank organized in the United States having capital
and surplus in excess of $500,000,000 or any commercial bank organized under the
laws of any other country having total assets in excess of $500,000,000, and (b)
others having one of the two highest ratings obtainable from either S&P or
Moody's (or, if at any time neither S&P nor Moody's may be rating such
obligations, then from another nationally recognized rating service acceptable
to the Trustee) and in each case maturing within one year after the date of
acquisition;

                           (vi) overnight bank deposits and bankers' acceptances
at any commercial bank organized in the United States having capital and surplus
in excess of $500,000,000 or any commercial bank organized under the laws of any
other country having total assets in excess of $500,000,000;



                                       3

<PAGE>


                           (vii) deposits available for withdrawal on demand
with any commercial bank organized in the United States having capital and
surplus in excess of $500,000,000 or any commercial bank organized under the
laws of any other country having total assets in excess of $500,000,000;

                           (viii) investments in money market funds
substantially all of whose assets comprise securities of the types described in
clauses (i) through (vi) and (ix); and

                           (ix) auction rate securities or money market
preferred stock having one of the two highest ratings obtainable from either S&P
or Moody's (or, if at any time neither S&P nor Moody's may be rating such
obligations, then from another nationally recognized rating service acceptable
to the Trustee).

                           "Change of Control" means the occurrence of one or
more of the following events:

                           (i) a transaction pursuant to which Berkshire
Hathaway ceases to own, on a diluted basis (assuming conversion of all of the
Company's convertible Preferred Stock and any other Capital Stock of the Company
that is issued and outstanding, regardless of whether any such convertible
Preferred Stock or other Capital Stock is then presently convertible), at least
a majority of the issued and outstanding Common Stock of the Company; or

                           (ii) the Company or its Subsidiaries sell, convey,
assign, transfer, lease or otherwise dispose of all or substantially all of the
Property of the Company and its Subsidiaries taken as a whole to any Person or
entity other than a Person or entity at least a majority of the issued and
outstanding Common Stock of which is owned by Berkshire Hathaway (calculated on
a diluted basis as described in clause (i) above);

provided that with respect to the foregoing paragraphs (i) and (ii), a Change of
Control will not be deemed to have occurred unless and until a Rating Decline
has occurred as well.

                  "Change of Control Offer" has the meaning specified in Section
10.10.

                  "Clearstream" means Clearstream Banking, S.A.

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

                  "Common Stock" means, with respect to any Person, Capital
Stock of such Person that does not rank prior, as to the payment of dividends or
as to the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.



                                       4

<PAGE>


                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture 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 the Chairman of the Board of
Directors, the President or a Vice President of the Company and by the
Treasurer, an Assistant Treasurer, Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

                  "Consolidated Net Tangible Assets" means, as of the date of
any determination thereof, the total amount of all assets of the Company
determined on a consolidated basis in accordance with GAAP as of such date less
the sum of (i) the consolidated current liabilities of the Company determined in
accordance with GAAP and (ii) assets properly classified as Intangible Assets.

                  "Corporate Trust Office" means the principal office of the
Trustee in The City of New York, at which at any particular time its corporate
trust business shall be administered, which at the date hereof is located at 101
Barclay Street, Floor 8W, New York, New York 10286, Attn: Corporate Trust
Administration.

                  "corporation" includes corporations, associations, companies
and business trusts.

                  "Covenant Defeasance" has the meaning specified in Section
4.02(b).

                  "Currency Protection Agreement" means, with respect to any
Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement intended to protect such Person against fluctuations in
currency values to or under which such Person is a party or a beneficiary on the
date of this Indenture or becomes a party or a beneficiary hereafter.

                  "Debt" means, with respect to any Person, at any date of
determination (without duplication):

                        (i) all Indebtedness for Borrowed Money of such Person;

                        (ii) all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                        (iii) all obligations of such Person in respect of
         letters of credit, bankers' acceptances, surety, bid, operating and
         performance bonds, performance guarantees or other similar instruments
         or obligations (or reimbursement obligations with respect thereto)
         (except, in each case, to the extent incurred in the ordinary course of
         business);



                                       5

<PAGE>


                        (iv) all obligations of such Person to pay the deferred
         purchase price of property or services, except Trade Payables;

                        (v) the Attributable Value of all obligations of such
         Person as lessee under Capitalized Leases;

                        (vi) all Debt of others secured by a Lien on any
         Property of such Person, whether or not such Debt is assumed by such
         Person, provided that, for purposes of determining the amount of any
         Debt of the type described in this clause, if recourse with respect to
         such Debt is limited to such Property, the amount of such Debt will be
         limited to the lesser of the fair market value of such Property or the
         amount of such Debt;

                        (vii) all Debt of others Guaranteed by such Person to
         the extent such Debt is Guaranteed by such Person;

                        (viii) all Redeemable Stock valued at the greater of its
         voluntary or involuntary liquidation preference plus accrued and unpaid
         dividends; and

                        (ix) to the extent not otherwise included in this
         definition, all net obligations of such Person under Currency
         Protection Agreements and Interest Rate Protection Agreements.

                  For purposes of determining any particular amount of Debt that
is or would be outstanding, Guarantees of, or obligations with respect to
letters of credit or similar instruments supporting (to the extent the foregoing
constitutes Debt), Debt otherwise included in the determination of such
particular amount will not be included. For purposes of determining compliance
with this Indenture, in the event that an item of Debt meets the criteria of
more than one of the types of Debt described in the above clauses, the Company,
in its sole discretion, will classify such item of Debt and only be required to
include the amount and type of such Debt in one of such clauses.

                  "default" means, for purposes of Section 6.01 hereof, an
"Event of Default" as specified in Section 5.01 hereof. For purposes of Section
310(b) of the Trust Indenture Act (if applicable to the Securities of any
series), "default" shall mean an "Event of Default" as specified in Section 5.01
hereof, but exclusive of any period of grace or requirement of notice.

                  "Defaulted Interest" has the meaning specified in Section
3.09.

                  "Defeasance" has the meaning specified in Section 4.02(a).

                  "Definitive Security" means a physical security in fully
registered form.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities,


                                       6

<PAGE>


the Person designated as Depositary by the Company pursuant to Section 3.01,
and, if so provided pursuant to Section 3.01 with respect to the Securities of a
series, any successor to such Person. If at any time there is more than one such
Person, "Depositary" shall mean, with respect to any series of Securities, the
qualifying entity which has been appointed with respect to the Securities of
that series.

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debt.

                  "DTC" means The Depository Trust Company or its successors, or
any successor clearing agency which is registered as such under the Exchange Act
and approved by the Company.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or its successors.

                  "Event of Default" has the meaning specified in Section 5.01.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended.
                  "Exchange Securities" means any Securities to be issued
pursuant to this Indenture in connection with a Registered Exchange Offer
pursuant to any Registration Rights Agreement.

                  "Expiration Date" has the meaning specified in Section 1.04.

                  "GAAP" means generally accepted accounting principles in the
United States, as in effect from time to time, applied on a basis consistent
with the principles, methods, procedures and practices employed in the
preparation of the Company's audited financial statements, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession.

                  "Global Security" means a Registered Security which evidences
all or part of a series of Securities and which is issued to the Depositary for
such series or its nominee.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and,
without limiting the generality of the foregoing, any Debt obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt of such other
Person (whether arising by virtue of partnership



                                       7

<PAGE>

arrangements (other than solely by reason of being a general partner of a
partnership), or by agreement to keep-well, to purchase assets, goods,
securities or services or to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Debt of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part), provided that the
term "Guarantee" will not include endorsements for collection or deposit in the
ordinary course of business or the grant of a Lien in connection with any
Non-Recourse Debt. The term "Guarantee" used as a verb has a corresponding
meaning.

                  "Holder," "holder of Securities" and other similar terms mean
the Person in whose name a Security is registered in the Security Register.

                  "Holding Period" has the meaning specified in Section 2.01.

                  "IAI" has the meaning specified in Section 2.01.

                  "Incur" means with respect to any Debt, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such Debt,
provided that neither the accrual of interest (whether such interest is payable
in cash or kind) nor the accretion of original issue discount will be considered
an Incurrence of Debt. The term "Incurrence" has a corresponding meaning.

                  "Indebtedness For Borrowed Money" means any indebtedness for
money borrowed which is Incurred by the Company.

                  "Indenture" means this instrument as originally executed or 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
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01 and the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this Indenture.

                  "Indirect Participant" means a Person that holds a beneficial
interest in a Global Security through a Person that has an account with DTC.

                  "Initial Principal Amount" has the meaning specified in
Section 2.02.

                  "Initial Securities" means Securities of any series issued
under this Indenture which are offered and sold pursuant to an exemption from
registration under the Securities Act.

                  "Intangible Assets" means, as of the date of determination
thereof, all assets of the Company properly classified as intangible assets
determined on a consolidated basis in accordance with GAAP.



                                       8

<PAGE>


                  "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 at the rate prescribed in such Original Issue
Discount Security.

                  "Interest Payment Date," when used with respect to any
installment or interest in respect of a Security, means the Stated Maturity of
such installment of interest.

                  "Interest Rate Protection Agreement" means, with respect to
any Person, any interest rate protection agreement, interest rate future
agreement, interest rate option agreement, interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement intended to protect such
Person against fluctuations in interest rates to or under which such Person or
any of its Subsidiaries is a party or a beneficiary on the date of this
Indenture or becomes a party or a beneficiary thereafter.

                  "Investment Grade" means with respect to the Securities, (i)
in the case of S&P, a rating of at least BBB-, (ii) in the case of Moody's, a
rating of at least Baa3, and (iii) in the case of a Rating Agency other than S&P
or Moody's, the equivalent rating, or in each case, any successor, replacement
or equivalent definition as promulgated by S&P, Moody's or such other Rating
Agency, as the case may be.

                  "Joint Venture" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form.

                  "judgment currency" has the meaning specified in Section
13.01.

                  "Lien" means, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property, but will not include any partnership, joint venture, shareholder,
voting trust or other similar governance agreement with respect to Capital Stock
in a Subsidiary or Joint Venture. For purposes of this Indenture, the Company
will be deemed to own subject to a Lien any Property that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
Property.

                  "Maturity," when used with respect to any Security or any
installment of principal thereof, means the date on which the principal of such
Security or installment of principal, as applicable, becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                  "Moody's" means Moody's Investors Service, Inc., and any
Subsidiary or successor thereof.

                  "Non-Recourse" means any Debt or other obligation (or that
portion of such Debt or other obligation) that is without recourse to the
Company or any Property or assets directly owned by the Company (other than a
pledge of the



                                       9

<PAGE>

equity interests in any Subsidiary of the Company, to the extent recourse to the
Company under such pledge is limited to such equity interests).

                  "Notice of Default" means a written notice of the kind
specified in Section 5.01(d).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the President or any Vice President of the
Company and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate delivered pursuant to Section 10.05
shall be the principal executive, financial or accounting officer of the
Company.

                  "Opinion of Counsel" means a written opinion of counsel, who,
unless otherwise specified herein or required by the Trust Indenture Act, may be
an employee of or regular counsel for the Company, or may be other counsel to
the Company.

                  "Optional Definitive Security Request" has the meaning
specified in Section 3.07(b)(ii).

                  "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 5.02.

                  "Outstanding," when used with respect to the Securities,
means, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except:

                           (i) Securities theretofore canceled by the Trustee or
                  delivered to the Trustee for cancellation;

                           (ii) Securities, or portions thereof, for whose
                  payment or redemption money or U.S. Government Obligations 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; and

                           (iii) Securities which have been paid pursuant to
                  Section 3.10 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;



                                       10

<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02, (b) if the
principal amount of a Security payable at Maturity is to be determined by
reference to an index or indices, the principal amount of such Security that
shall be deemed to be Outstanding shall be the face amount thereof, (c) 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 established as contemplated by Section
3.01, (d) 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 established
as contemplated by Section 3.01, 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 (e) Securities owned by the Company
or any other obligor upon the Securities or any Subsidiary 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 or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned as described in (e) above
which have been pledged in good faith may be regarded as Outstanding if the
pledgee certifies to 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 Subsidiary of the Company or of such other obligor.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Paying Agent" means The Bank of New York until a successor
Paying Agent shall have become such pursuant to the applicable provisions of
this Indenture and, thereafter, "Paying Agent" shall mean such successor Paying
Agent.

                  "Permanent Global Security" means a Global Security that is,
at the time of the initial issuance of the related series of Securities, issued
in permanent form.

                  "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, 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 premium, if
any) and interest, if any, on the Securities of that series are payable as
specified in or as contemplated by Section 3.01.



                                       11

<PAGE>

                  "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 purpose of this definition, any
Security authenticated and delivered under Section 3.08 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.

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of preferred or preference stock of such Person
that is outstanding or issued on or after the date of original issuance of any
series of Securities.

                  "Principal Amount" has the meaning specified in Section 2.02.

                  "Private Exchange" means the offer by the Company, pursuant to
any Registration Rights Agreement, to the initial purchaser(s) of any series of
Securities to issue and deliver to such initial purchaser(s), in exchange for
the Initial Securities held by such initial purchaser(s) as part of the initial
distribution, a like aggregate principal amount of Private Exchange Securities.

                  "Private Exchange Securities" means Securities issued pursuant
to this Indenture in connection with a Private Exchange effected pursuant to any
Registration Rights Agreement.

                  "Property" of any Person means all types of real, personal,
tangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person under GAAP.

                  "Purchase Date" has the meaning specified in Section 10.10.

                  "QIB" means a Qualified Institutional Buyer, as defined in
Rule 144A.

                  "Rating" means, for each Rating Agency, the credit rating
assigned to the Securities of any series by such Rating Agency.

                  "Rating Agency" means (i) S&P and (ii) Moody's or (iii) if S&P
or Moody's or both do not make a rating of the Securities publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which will be substituted for S&P, Moody's or both, as
the case may be.

                  "Rating Category" means (i) with respect to S&P, any of the
following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories), (ii) with respect to Moody's, any of the following categories: Ba,
B, Caa, Ca, C and D (or equivalent successor categories) and (iii) the
equivalent of any such category of S&P or



                                       12

<PAGE>

Moody's used by another Rating Agency. In determining whether the rating of the
Securities has decreased by one or more gradations, gradations within Rating
Categories (+ and - for S&P, 1, 2 and 3 for Moody's or the equivalent gradations
for another Rating Agency) will be taken into account (e.g., with respect to
S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will
constitute a decrease of one gradation).

                  "Rating Date" means the earlier of (i) the date of public
notice of the occurrence of a Change of Control or (ii) the date of public
notice of the intention of the Company to effect a Change of Control.

                  "Rating Decline" means the occurrence of the following on, or
within 90 days after, the earlier of (i) the occurrence of a Change of Control
and (ii) the associated Rating Date, which period will be extended so long as
the rating of the Securities is under publicly announced consideration for
possible downgrading by any of the Rating Agencies: (1) in the event that any
series of the Securities are rated by either Rating Agency on the Rating Date as
Investment Grade, the rating of such Securities by both such Rating Agencies
will be reduced below Investment Grade, or (2) in the event the Securities are
rated below Investment Grade by both such Rating Agencies on the Rating Date,
the rating of such Securities by either Rating Agency will be decreased by one
or more gradations (including gradations within Rating Categories as well as
between Rating Categories).

                  "Redeemable Stock" means any class or series of Capital Stock
of any Person that by its terms or otherwise is (i) required to be redeemed
prior to the Stated Maturity of any series of the Securities, (ii) redeemable at
the option of the holder of such class or series of Capital Stock at any time
prior to the Stated Maturity of any series of Securities or (iii) convertible
into or exchangeable for Capital Stock referred to in clause (i) or (ii) above
or Debt having a scheduled maturity prior to the Stated Maturity of any series
of Securities, provided that any Capital Stock that would not constitute
Redeemable Stock but for provisions thereof giving holders thereof the right to
require the Company to purchase or redeem such Capital Stock upon the occurrence
of a "change of control" occurring prior to the Stated Maturity of any series of
Securities will not constitute Redeemable Stock if the "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in the covenants described
in Section 10.10.

                  "Redemption Date" means any date on which the Company redeems
all or any portion of the Securities in accordance with the terms of 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, exclusive of accrued and unpaid interest.

                  "Registered Exchange Offer" means an offer by the Company,
pursuant to any Registration Rights Agreement, to certain Holders of a series of
Initial Securities, to issue and deliver to such Holders, in exchange for such
Initial Securities, a like aggregate principal amount of Exchange Securities
which have been registered under the Securities Act.



                                       13

<PAGE>


                  "Registered Security" means any Security that is payable to a
registered owner or registered assigns thereof as registered in the Security
Register.

                  "Registration Rights Agreement" means any Registration Rights
Agreement which may from time to time be entered into between the Company and
the initial purchaser(s) with respect to any series of Initial Securities issued
and sold under 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 3.01.

                  "Regulation S" means Regulation S promulgated under the
Securities Act, or any successor provision thereto and as may be amended from
time to time.

                  "Regulation S Global Security" means a Regulation S Temporary
Global Security or a Regulation S Permanent Global Security, as applicable.

                  "Regulation S Permanent Global Security" means a permanent
Global Security in the form provided for herein and deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Securities upon expiration of the Restricted Period.

                  "Regulation S Security" means Securities of any series offered
and sold in their initial distribution to non-U.S. Persons in offshore
transaction in reliance on Regulation S.

                  "Regulation S Temporary Global Security" means a temporary
Global Security in the form provided for herein and deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Securities
initially sold in reliance on Rule 903 of Regulation S.

                  "Relevant Date" means, for any payment made with respect to
the Securities of any series, the later of (i) the date on which such payment
first becomes due and (ii) if the full amount payable has not been received in
The City of New York by the Depositary or by the Trustee on or prior to such due
date, the date on which, the full amount having been so received, notice to that
effect shall have been given to the Holders in accordance with this Indenture.

                  "Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Office, including any vice
president, assistant vice president, assistant treasurer or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated



                                       14

<PAGE>

officers; and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

                  "Restricted Definitive Securities" means Definitive Securities
that are Restricted Securities.

                  "Restricted Period" has the meaning specified in Section 2.01.

                  "Restricted Securities" means Securities required to bear a
legend containing Securities Act transfer restrictions, in substantially the
form specified in Section 2.02.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act, or any successor provision thereto and as may be amended from time to time.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act, or any successor provision thereto and as may be amended from time to time.

                  "Rule 144A Global Security" has the meaning specified in
Section 2.01.

                  "Rule 144A Security" means Securities of any series offered
and sold in their initial resale distribution to QIBs in reliance on Rule 144A,
until such time as the Holding Period shall have terminated.

                  "S&P" means Standard & Poor's Rating Group, and any Subsidiary
or successor thereof.

                  "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 U.S. Securities Act of 1933, as
amended.

                  "Security Register" and "Security Exchange Agent/Registrar"
have the respective meanings specified in Section 3.05.

                  "Shelf Registration Statement" means any registration
statement filed with the Commission by the Company, in connection with the offer
and sale of any series of Initial Securities or Private Exchange Securities
pursuant to any Registration Rights Agreement.

                  "Significant Subsidiary" means a "significant subsidiary" as
defined in Rule 1-02(w) of Regulation S-X under the Securities Act



                                       15

<PAGE>

and the Exchange Act, provided that every occurrence of "10 percent" in such
Rule 1-02(w) shall be replaced by "20 percent." Unless the context otherwise
clearly requires, any reference to a "Significant Subsidiary" is a reference to
a Significant Subsidiary of the Company.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.11.

                  "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, with respect to any Person, including,
without limitation, the Company and its Subsidiaries, any corporation or other
entity of which such Person owns, directly or indirectly, a majority of the
Capital Stock or other ownership interests and has ordinary voting power to
elect a majority of the board of directors or other Persons performing similar
functions.

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligation to trade
creditors Incurred, created, assumed or Guaranteed by such Person or any of its
Subsidiaries or Joint Ventures arising in the ordinary course of business.

                  "Transfer Agent" means any Person authorized by the Company to
effectuate the exchange or transfer of any Security on behalf of the Company
hereunder.

                  "Trust Indenture Act" means the U.S. Trust Indenture Act of
1939, as amended.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture 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.

                  "United States" and "U.S." means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "U.S. Government Obligation" means any (a) security which is
(i) a direct obligation of the United States for the payment of which the full
faith and credit of the United States is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency of instrumentality of
the United States the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States, which, in the case of clause
(i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (b) depositary receipt issued by a bank (as defined in the Securities Act)
as


                                       16

<PAGE>

custodian with respect to any security specified in clause (a) 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 such security
held by any such bank, 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 depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

                  "Unrestricted Security" has the meaning specified in Section
2.01.

                  "Voting Stock" means, with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote for the election
of directors (or persons fulfilling similar responsibilities) of such Person.

         SECTION 1.02. Certificates and Opinions

                  Except as otherwise expressly provided by this Indenture, 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
(i) an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the Officers'
Certificate required by Section 10.05) shall include:

                  (a) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

                  (b) 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;

                  (c) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

                  (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

         SECTION 1.03. 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



                                       17

<PAGE>

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 instrument required to be given or executed by a Person which is
not a natural Person may be given or executed on behalf of such Person by any
duly authorized designee of such Person.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

         SECTION 1.04. Acts of Holders; Record Dates

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given or taken by the Holders of any series of Securities may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
each such Holder in Person or by an 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 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 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.04.

                  Without limiting the generality of the foregoing, unless
otherwise established in or pursuant to a Board Resolution or set forth or
determined in an Officers' Certificate, or established in one or more indentures
supplemental hereto, in each case pursuant to Section 3.01, (i) a Holder of any
Security may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by the
Holder of any such Security, (ii) a Holder of any such Security, including a
Depositary that is a Holder of a Global Security, entitled hereunder to take any
action hereunder with regard to such Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of the principal amount of such Security and (iii) a
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in such Global Security through
the Depositary's standing instructions and customary practices.



                                       18

<PAGE>


                  (b) The fact and date of the execution by any Person of any
such instrument, writing or proxy 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, writing or proxy acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument, writing or proxy, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

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

                  (d) 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.

                  (e) The Company may, in its discretion, by Board Resolution,
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, consent, waiver or Act provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such
series; provided that the Company shall have no obligation to set a record date;
and provided, further, 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 any applicable
Expiration Date (as defined below) by Holders of the requisite principal amount
of Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect); provided, however,
that no new record date may be established with the purpose or effect of
rendering, and no other provision of 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 1.06.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, (iii) any request to



                                       19

<PAGE>

institute proceedings referred to in Section 5.07(b) or (d) any direction
referred to in Section 5.12; provided that if the Trustee does not set any
record date within ten (10) days after first receiving any such notice,
declaration, rescission and annulment, request or direction, as the case may be,
then the record date shall be the close of business on the date on which the
Trustee first receives any such notice, declaration, rescission and annulment,
request or direction, as the case may be. If any record date is set by the
Trustee 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 any 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); provided, however, that no new record date may
be established with the purpose or effect of rendering, and no other provision
of 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 based on such record date
previously set. 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 1.06.

                  With respect to any record date set pursuant to this Section
1.04(e), the party hereto which sets such record date 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 parties hereto
in writing, and to each holder of Securities of the relevant series in the
manner set forth in Section 1.06, on or prior to the earlier of (i) the existing
Expiration Date and (ii) the proposed new 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 90th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         SECTION 1.05. 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,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Trustee at its Corporate Trust Office, or



                                       20

<PAGE>


                  (b) 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 Indenture or at any other address previously furnished in
writing to the Trustee by the Company.

         SECTION 1.06. 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.

                  If, 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 at the direction of the Company in
a manner reasonably calculated, to the extent practicable under the
circumstances, to provide prompt notice shall constitute a sufficient
notification for every purpose hereunder.

                  Any notice required or permitted hereunder 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.

         SECTION 1.07. 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 1.08. 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 1.09. 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, it being intended that all of the provisions hereof shall be
enforceable to the fullest extent permitted by law.



                                       21

<PAGE>


         SECTION 1.10. Benefits of Indenture

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture. This Indenture may not be used to
interpret another indenture, loan agreement or debt agreement of the Company or
any of its Subsidiaries. No such other indenture, loan agreement or debt
agreement may be utilized to interpret this Indenture.

         SECTION 1.11. Governing Law

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

         SECTION 1.12. Legal Holidays

                  In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security
established as contemplated by Section 3.01 hereof which specifically states
that such provision shall apply in lieu of this Section)) payment of interest,
if any, 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, Redemption Date, Purchase Date or at Stated Maturity, and no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Purchase Date or Stated Maturity, as the case may be.

         SECTION 1.13. Incorporation by Reference of Trust Indenture Act

                  Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made part of
this Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture, as then
supplemented.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" in the indenture securities means the Company and
any other obligor on the indenture securities.

                  All other terms used in this Indenture that are defined by the
Trust Indenture Act, defined by Trust Indenture Act reference to another statute
or defined by Commission rule have the meanings assigned to them by such
definitions.



                                       22

<PAGE>


         SECTION 1.14. Conflict with Trust Indenture Act

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

         SECTION 1.15. No Recourse Against Others

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

                                  ARTICLE II.

                                 SECURITY FORMS

         SECTION 2.01. 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, a Board
Resolution or one or more indentures supplemental hereto, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon (i) as may be required by law or to comply with the
rules of (a) any securities exchange, (b) DTC or any other clearing agency
registered as such under the Exchange Act or (c) Euroclear or Clearstream; or
(ii) 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 an authorized
director or officer of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities. Each Security shall be dated the
date of its authentication.

                  The Trustee's certificate of authentication shall be in
substantially the form set forth in this Article.

                  The definitive Securities shall be printed, typewritten,
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 thereof.

                  Except as otherwise provided pursuant to Section 3.01, Initial
Securities of any series offered and sold in their initial resale distribution
to QIBs in reliance on Rule 144A shall



                                       23

<PAGE>


initially be issued in the form of one or more Global Securities of such series
in definitive, fully registered form, substantially in the form set forth in
this Article, with such applicable legends as are provided for in Section 2.02.
Such Global Securities shall be duly executed by the Company and authenticated
by the Trustee as hereinafter provided, and deposited with the Depositary, which
will hold such Global Securities for the benefit of DTC. Until such time as the
Holding Period (as defined below) shall have terminated, each such Security
shall be referred to as a "Rule 144A Global Security." The aggregate principal
amount of any Rule 144A Global Security may be adjusted by endorsements to
Schedule A on the reverse thereof in any situation where adjustment is permitted
or required by this Indenture. Unless the Company determines otherwise in
accordance with applicable law, the legend setting forth transfer restrictions
shall be removed from a Rule 144A Security in accordance with the procedures set
forth in Section 3.06(b) after such time as the applicable Holding Period shall
have terminated, and each such Security shall thereafter be held as an
"Unrestricted Security." As used herein, the term "Holding Period," with respect
to Rule 144A Securities of any series, means the period referred to in Rule
144(k) or any successor provision thereto and as may be amended or revised from
time to time, beginning from the later of (i) the original issue date of such
Securities or (ii) the last date on which the Company or any affiliate of the
Company was the beneficial owner of such Securities (or any predecessor
thereof).

                  Except as otherwise provided pursuant to Section 3.01,
Securities offered and sold in reliance on Regulation S will be issued initially
in the form of one or more Regulation S Temporary Global Securities, which will
be deposited on behalf of the purchasers of the Securities represented thereby
with the Trustee, at its New York office, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. Following the termination of the Restricted Period and upon the
receipt by the Trustee of:

                  (1) a written certificate from the Depositary, together with
         copies of certificates from Euroclear and Clearstream, certifying that
         they have received certification of non-United States beneficial
         ownership of 100% of the aggregate principal amount of the Regulation S
         Temporary Global Securities (except to the extent of any beneficial
         owners thereof who acquired an interest therein during the Restricted
         Period pursuant to another exemption from registration under the
         Securities Act and who will take delivery of a beneficial ownership
         interest in a 144A Global Security or a Restricted Definitive Security,
         all as contemplated by Section 3.07(d) hereof); and

                  (2) an Officers' Certificate from the Company,

beneficial interests in the Regulation S Temporary Global Securities will be
exchanged for beneficial interests in Regulation S Permanent Global Securities
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Securities, the Trustee will cancel the Regulation
S Temporary Global Securities.

                  The aggregate principal amount of the Regulation S Temporary
Global Securities and the Regulation S Permanent Global Securities may be
adjusted by endorsements to Schedule A on the reverse thereof in any situation
where adjustment is permitted or required by this



                                       24

<PAGE>


Indenture. As used herein, the term "Restricted Period," with respect to
Regulation S Securities of any series, means the period of 40 consecutive days
beginning on and including the later of (i) the date on which interests in such
Securities are offered to Persons other than distributors (as defined in
Regulation S) and (ii) the original issue date of such Securities. Except as
otherwise provided pursuant to Section 3.01, no Regulation S Global Security
shall be issued except as provided in this paragraph to evidence Securities
offered and sold in their initial distribution in reliance on Regulation S.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Securities and the Regulation S Permanent Global
Securities that are held by Participants through Euroclear or Clearstream.

                  Except as otherwise provided pursuant to Section 3.06(b),
Initial Securities of any series offered and sold in their initial resale
distribution to purchasers who are institutional "accredited investors" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an
"IAI") and who are not QIBs shall be issued in the form of fully registered,
definitive, physical certificates, substantially in the form set forth in this
Article, with such applicable legends as are provided for in Section 2.02 hereto
(such securities as held by an IAI are herein referred to as "Restricted
Definitive Securities"). Unless the Company determines otherwise in accordance
with applicable law, the legend setting forth transfer restrictions shall be
removed from a Restricted Definitive Security in accordance with the procedures
set forth in Section 3.06(b) after such time as the applicable Holding Period
shall have terminated, and each such Security shall thereafter be held as an
"Unrestricted Security." As used herein, the term "Holding Period," with respect
to Restricted Definitive Securities of any series, means the period referred to
in Rule 144(k) or any successor provision thereto and as may be amended or
revised from time to time, beginning from the later of (i) the original issue
date of such Securities or (ii) the last date on which the Company or any
affiliate of the Company was the beneficial owner of such Securities (or any
predecessor thereof).

         SECTION 2.02. (a) Form of Face of Initial Security

                  [IF THE SECURITY IS A REGULATION S TEMPORARY GLOBAL SECURITY,
INSERT-THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.]

                  [IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT-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 OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES



                                       25

<PAGE>


DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                  UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME
OR NAMES AS DIRECTED IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

                  [IF THE SECURITY IS TO BE A RESTRICTED SECURITY, INSERT THE
APPLICABLE LANGUAGE- [THIS SECURITY HAS BEEN INITIALLY RESOLD IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL
REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE:] [THIS
SECURITY HAS INITIALLY BEEN RESOLD TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DESCRIBED BY RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SHALL BEAR THE
FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF
THE INDENTURE:] [THIS SECURITY HAS BEEN ISSUED IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN
ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE:]]

                  [IF THE SECURITY IS TO BE A RESTRICTED SECURITY, INSERT-

                  THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, EACH OF THE HOLDER OF THIS SECURITY AND ANY
OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT [(A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),] [(B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DESCRIBED BY RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT OR] [(C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION,] (2) AGREES THAT BEGINNING
FROM THE LATER OF (X) THE ORIGINAL ISSUE DATE OF THIS SECURITY OR (Y) THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF
THIS SECURITY (OR ANY PREDECESSOR HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN
RULE



                                       26

<PAGE>

144(K) UNDER THE SECURITIES ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" THAT PRIOR TO SUCH TRANSFER FURNISHED
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE
COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL
BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION
OF THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING
FROM THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF
THIS SECURITY (OR ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD
IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS
SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]




                                       27

<PAGE>

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                               [Title of Security]

No. __________                                                     $_________
                                                           CUSIP No._________
                                                          [ISIN No. ________]
                                                      [Common Code:_________]

                  MIDAMERICAN ENERGY HOLDINGS COMPANY, a corporation organized
under the laws of Iowa (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [name of registered owner or its registered
assigns] [IF THIS SECURITY IS A GLOBAL SECURITY, INSERT-] the Initial Principal
Amount specified on Schedule A hereto (such Initial Principal Amount, as it may
from time to time be adjusted by endorsement on Schedule A hereto, is
hereinafter referred to as the "Principal Amount")] [IF THIS SECURITY IS NOT A
GLOBAL SECURITY, INSERT- the principal sum of ___ Dollars (the "Principal
Amount")] on ____________, [IF THIS SECURITY IS TO BEAR INTEREST PRIOR TO
MATURITY, INSERT- and to pay interest hereon 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 ______,
_______ until the Principal Amount hereof is paid or made available for payment.
[IF APPLICABLE, INSERT-; provided that any Principal Amount and any premium, and
any such installment of interest, which is overdue shall bear interest at the
rate of ___% per annum (or, if lower, the maximum rate legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, [and such interest shall be payable on demand] [IF APPLICABLE, INSERT-
provided, further, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs with respect to this Security, interest
will accrue on this Security at a rate of [ ]% per annum from and including the
date on which any such Registration Default shall occur, until but excluding the
date on which all Registration Defaults have been cured.] The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
__________ or _________ (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

                  [IF THIS 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 of this Security shall
bear interest at the rate of [yield to maturity]% per annum (to the extent that
the



                                       28

<PAGE>


payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. [Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of [yield to maturity]% per annum
(or, if lower, the maximum rate legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]

                  [IF THIS SECURITY IS A REGULATION S TEMPORARY GLOBAL SECURITY,
INSERT--Until this Regulation S Temporary Global Security is exchanged for one
or more Regulation S Permanent Global Securities, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Security shall in all other respects be
entitled to the same benefits as other Securities under the Indenture.]

                  Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at any place of payment or at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States as at the time of payment is legal tender for the payment of public and
private debts; provided, however, that 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. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided that
such Holder elects payment by wire transfer by giving written notice to the
Trustee or a Paying Agent to such effect designating such account no later than
15 days immediately preceding the relevant due date for payment (or such other
date as the Trustee may accept in its discretion).

                  [INSERT ANY SPECIAL NOTICE PROVISIONS REQUIRED BY ANY STOCK
EXCHANGES UPON WHICH THE SECURITIES OF A SERIES ARE TO BE LISTED.]

                  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.







                                       29

<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                            MIDAMERICAN ENERGY HOLDINGS COMPANY


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


Attest:


By:
  --------------------------
     Name:
     Title:
















                                       30


<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                               THE BANK OF NEW YORK,
                                                 as Trustee
Dated:____________                             By:______________________________
                                                       Authorized Signatory






















                                       31

<PAGE>


         SECTION 2.02. (b) Form of Reverse of Initial Security

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                            [Title of the Securities]

                  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 October 4, 2002 (herein called
the "Original Indenture"), between the Company and The Bank of New York, as
trustee, principal paying agent, security exchange agent/registrar and transfer
agent (herein called the "Trustee," which term includes any successor trustee
under the Original Indenture) [INSERT PARTICULARS WITH RESPECT TO ANY INDENTURES
SUPPLEMENTAL THERETO PURSUANT TO WHICH THE SECURITIES OF THIS SERIES ARE BEING
ISSUED] to which Indenture and all indentures supplemental thereto reference is
hereby made 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. Terms defined in the Indenture which are not
defined herein are used with the meanings assigned to them in the Indenture.
This Security is one of the series designated on the face hereof.

                  [IF APPLICABLE, INSERT- This Security is not subject to
redemption prior to maturity.]

                  [IF APPLICABLE, INSERT-The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice to the
Holders of such Securities as provided in the Indenture, at any time, as a whole
or in part, at the election of the Company, at a redemption price equal to the
greater of:

                        (1) 100% of the Principal Amount; or

                        (2) the sum of the present values of the remaining
         scheduled payments of principal of and interest on the Securities of
         this series being redeemed discounted to the Redemption Date on a
         semiannual basis (assuming a 360-day year consisting of twelve 30-day
         months) at a discount rate equal to the Treasury Yield plus _____ basis
         points,

plus, for (1) or (2) above, whichever is applicable, accrued interest on the
Securities of this series to the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities of this series.



                                       32

<PAGE>


                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day in New York City preceding such Redemption Date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, the Reference Treasury Dealer Quotation for such Redemption Date.

                  "Independent Investment Banker" means an investment banking
institution of international standing appointed by the Company.

                  "Reference Treasury Dealer" means a primary U.S. government
securities dealer in New York City appointed by the Company.

                  "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Company by such Reference Treasury Dealer at 5:00
p.m. on the third Business Day in New York City preceding such Redemption Date).

                  Notice of redemption shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.

                  If fewer than all the Securities of this series are to be
redeemed, selection of Securities of this series for redemption will be made by
the Trustee in any manner the Trustee deems fair and appropriate.

                  Unless the Company defaults in payment of the Redemption
Price, from and after the Redemption Date, the Securities of this series or
portions thereof called for redemption will cease to bear interest, and the
Holders thereof will have no right in respect of such Securities of this series
except the right to receive the Redemption Price thereof.]

                  [IF THE SECURITY IS A GLOBAL SECURITY- In the event of
redemption of this Security in part only, the Trustee will reduce the Principal
Amount hereof by endorsement on Schedule A hereto such that the Principal Amount
shown on Schedule A after such endorsement will reflect only the unredeemed
portion hereof.]

                  The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

                  [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. At any time after such declaration of acceleration with respect to
Securities of this series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee as provided in the Indenture,
if all Events of Default



                                       33

<PAGE>


with respect to Securities of this series have been cured or waived (other than
the non-payment of principal of the Securities of this series which has become
due solely by reason of such declaration of acceleration) then and in every such
case, the Holders of a majority in aggregate principal amount of the Outstanding
securities of such series may, by written notice to the Company and to the
Trustee, rescind and annul such declaration and its consequences on behalf of
all of the Holders, but no such rescission or annulment shall extend to or
affect any subsequent default or impair any right consequent THEREON.]

                  [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
(the "Acceleration Amount") may be declared due and payable in the manner and
with the effect provided in the Indenture. In case of a declaration of
acceleration on or before ______ in any year, the Acceleration Amount per
$______ principal amount at Stated Maturity of the Securities shall be equal to
the amount set forth in respect of such date below:


                                            Acceleration Amount
                                            per $_____________
                                            principal amount
                Date of declaration         at Stated Maturity

and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the immediately preceding
date set forth in the table above, plus accrued original issue discount
(computed in accordance with the method used for calculating the amount of
original issue discount that accrues for United States federal income tax
purposes) from such next preceding date to the date of declaration at the yield
to maturity. For the purpose of this computation the yield to maturity is ____%.
Upon payment (i) of the Acceleration Amount so declared due and payable and (ii)
of interest on any overdue principal and overdue 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
interest, if any, on the Securities of this series shall terminate.]

                  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, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
(a) such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities, (b) the Holders of
not less than 33% or a majority, as applicable, in principal amount of the
Securities at the time Outstanding under the Indenture shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee, (c) such Holder shall have offered the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request, (d) the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding under the Indenture a direction inconsistent with such request
and (e) the Trustee for 90 days after its receipt of such notice and offer of
indemnity from the Holder, and request from the Holders, shall have failed to
institute any such proceeding. The foregoing shall not apply to certain suits
described in the Indenture,



                                       34

<PAGE>

including 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.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the Indenture or any
supplemental indenture or the rights and obligations of the Company and rights
of the Holders of the Securities of any series at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate 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.

                  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
premium, if any) and interest, if any, 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 [IF THIS SECURITY IS A GLOBAL
SECURITY, INSERT- a Security of the series of which this Security is a part] [IF
THIS SECURITY IS NOT A GLOBAL SECURITY, INSERT- 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 premium, if any) and interest, if any, 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.

                  [IF THIS SECURITY IS A DEFINITIVE REGISTERED SECURITY, INSERT-
Definitive Securities of the series of which this Security is a part are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000.]

                  [IF THIS SECURITY IS A REGULATION S TEMPORARY GLOBAL SECURITY,
INSERT--This Regulation S Temporary Global Security is exchangeable in whole or
in part for one or more Global Securities only (i) on or after the termination
of the 40-day distribution compliance period (as defined in Regulation S) and
(ii) upon presentation of certificates required by Article 3 of the Indenture.
Upon exchange of this Regulation S Temporary Global Security for one or more
Global Securities, the Trustee shall cancel this Regulation S Temporary Global
Security.]



                                       35

<PAGE>


                  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.

                  When a successor assumes all the obligations of its
predecessor under the Securities of this series and the Indenture in accordance
with the terms of the Indenture, the predecessor will be released from those
obligations.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities of this series and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

                  No stockholder, director, officer, employee, incorporator or
Affiliate of the Company shall have any liability for any obligation of the
Company under the Securities of this series or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of the Securities of this series by accepting a Security of this
series waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities of this series.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

                  [CUSTOMARY ABBREVIATIONS MAY BE USED IN THE NAME OF A HOLDER
OF A REGISTERED SECURITY OF THIS SERIES OR AN ASSIGNEE SUCH AS: TEN COM (=
TENANTS IN COMMON), TEN ENT (= TENANTS BY THE ENTIRETIES), JT TEN (= JOINT
TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON), CUST (=
CUSTODIAN), AND U/G/M/A (= UNIFORM GIFTS TO MINORS ACT).]

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company will cause CUSIP numbers
to be printed on the Securities of this series as a convenience to the Holders
of the Securities of this series. [IF THIS SECURITY IS A REGULATION S SECURITY,
INSERT- This Security will also bear an ISIN number and a Common Code. No
representation is made as to the accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.

                  This Security shall be governed by and construed in accordance
with the laws of the State of New York, including Section 5-1401 of the New York
General Obligations Law, but otherwise without regard to the principles of
conflict of laws thereof.

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



                                       36

<PAGE>


       [IF THIS SECURITY IS A GLOBAL SECURITY, INSERT AS A SEPARATE PAGE-]

                                                                      Schedule A

                             SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $_____


<TABLE>
<CAPTION>
                                                                         Notation made on
    Date          Principal       Principal           Principal            behalf of the
 adjustment        amount           amount        amount following       Security Exchange
    made          increase         decrease          adjustment           Agent/Registrar
    ----          --------         --------          ----------           ---------------
<S>             <C>              <C>              <C>                   <C>


















</TABLE>






                                       37

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of the
Securities purchased by the Company pursuant to a Change of Control Offer made
in accordance with Section 10.10 of the Indenture, check the applicable boxes:

                  I wish to have the Securities purchased by the Company:

                        [ ] in whole

                        [ ] in part

                      Amount to be
                      purchased:    $________________


Dated: __________________               Signature: ____________________________
                                                   (sign exactly as your name
                                                   appears on the other side of
                                                   this Security)

Signature
Guarantee: ______________________________

(Your signature must be guaranteed by a financial institution that is a member
of the Securities Transfer Agent Medallion Program ("STAMP"), the Securities
Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee program as may be
determined by the Securities Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934,
as amended.)

Social Security Number or
Taxpayer Identification Number:  __________________________________







                                       38


<PAGE>

         SECTION 2.03. (a) Form of Face of Exchange Security

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                               [Title of Security]

No.__________                                                        $_________
                                                             CUSIP No._________

                  MIDAMERICAN ENERGY HOLDINGS COMPANY, a corporation organized
under the laws of Iowa (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [name of registered owner or its registered
assigns] the principal sum of _____________ Dollars (the "Principal Amount")] on
______, [IF THIS SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT- and to
pay interest hereon 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 ___________, ___________ until
the Principal Amount hereof is paid or made available for payment. [IF
APPLICABLE, INSERT-; provided that any Principal Amount and any premium, and any
such installment of interest, which is overdue shall bear interest at the rate
of ___% per annum (or, if lower, the maximum rate legally enforceable), from the
dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the __________ or
_________ (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Security (or one or more Predecessor Securities) is registered on such
Regular Record Date] and may be paid to [the bearer at the time of payment of
such Defaulted Interest] [the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

                  [IF THIS 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 of this Security shall
bear interest at the rate of [yield to maturity] % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for. Interest on any overdue principal shall be
payable on demand. [Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of [yield to maturity]% per annum
(or, if lower, the maximum rate legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]



                                       39

<PAGE>


                  Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at any place of payment or at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States as at the time of payment is legal tender for the payment of public and
private debts; provided however, that 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. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided that
such Holder elects payment by wire transfer by giving written notice to the
Trustee or a Paying Agent to such effect designating such account no later than
15 days immediately preceding the relevant due date for payment (or such other
date as the Trustee may accept in its discretion).

                  [INSERT ANY SPECIAL NOTICE PROVISIONS REQUIRED BY ANY STOCK
EXCHANGES UPON WHICH THE SECURITIES OF A SERIES ARE TO BE LISTED.]

                  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.





                                       40



<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                            MIDAMERICAN ENERGY HOLDINGS COMPANY


                                            By:
                                               --------------------------------
                                               Name:
                                               Title:


Attest:


By:
   ------------------------
   Name:
   Title:















                                       41

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                               THE BANK OF NEW YORK,
                                                 as Trustee
Dated:____________                             By:_____________________________
                                                      Authorized Signatory




















                                       42

<PAGE>


         SECTION 2.03. (b) Form of Reverse of Exchange Security

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                            [Title of the Securities]

                  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 October 4, 2002 (herein called
the "Original Indenture"), between the Company and The Bank of New York, as
trustee, principal paying agent, security exchange agent/registrar and transfer
agent (herein called the "Trustee," which term includes any successor trustee
under the Original Indenture) [INSERT PARTICULARS WITH RESPECT TO ANY INDENTURE
SUPPLEMENTAL THERETO PURSUANT TO WHICH THE SECURITIES OF THIS SERIES ARE BEING
ISSUED] to which Indenture and all indentures supplemental thereto reference is
hereby made 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. Terms defined in the Indenture which are not
defined herein are used with the meanings assigned to them in the Indenture.
This Security is one of the series designated on the face hereof.

                  [IF APPLICABLE, INSERT- This Security is not subject to
redemption prior to maturity.]

                  [IF APPLICABLE, INSERT- The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice to the
Holders of such Securities as provided in the Indenture, at any time, as a whole
or in part, at the election of the Company, at a redemption price equal to the
greater of:

                        (1) 100% of the Principal Amount; or

                        (2) the sum of the present values of the remaining
         scheduled payments of principal of and interest on the Securities of
         this series being redeemed discounted to the Redemption Date on a
         semiannual basis (assuming a 360-day year consisting of twelve 30-day
         months) at a discount rate equal to the Treasury Yield plus _____ basis
         points,

plus, for (1) or (2) above, whichever is applicable, accrued interest on the
Securities of this series to the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series to be redeemed
that would be utilized, at the time of selection and in



                                       43

<PAGE>


accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day in New York City preceding such Redemption Date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, the Reference Treasury Dealer Quotation for such Redemption Date.

                  "Independent Investment Banker" means an investment banking
institution of international standing appointed by the Company.

                  "Reference Treasury Dealer" means a primary U.S. government
securities dealer in New York City appointed by the Company.

                  "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Company by such Reference Treasury Dealer at 5:00
p.m. on the third Business Day in New York City preceding such Redemption Date).

                  Notice of redemption shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.

                  If fewer than all the Securities of this series are to be
redeemed, selection of Securities of this series for redemption will be made by
the Trustee in any manner the Trustee deems fair and appropriate.

                  Unless the Company defaults in payment of the Redemption
Price, from and after the Redemption Date, the Securities of this series or
portions thereof called for redemption will cease to bear interest, and the
Holders thereof will have no right in respect of such Securities of this series
except the right to receive the Redemption Price thereof.]

                  The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

                  [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. At any time after such declaration of acceleration with respect to
Securities of this series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee as provided in the Indenture,
if all Events of Default with respect to Securities of this series have been
cured or waived (other than the non-payment of principal of the Securities of
this series which has become due solely by reason of such



                                       44

<PAGE>


declaration of acceleration) then and in every such case, the Holders of a
majority in aggregate principal amount of the Outstanding securities of such
series may, by written notice to the Company and to the Trustee, rescind and
annul such declaration and its consequences on behalf of all of the Holders, but
no such rescission or annulment shall extend to or affect any subsequent default
or impair any right consequent THEREON.]

                  [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
(the "Acceleration Amount") may be declared due and payable in the manner and
with the effect provided in the Indenture. In case of a declaration of
acceleration on or before __________ in any year, the Acceleration Amount per
$_____ principal amount at Stated Maturity of the Securities shall be equal to
the amount set forth in respect of such date below:


                                          Acceleration Amount
                                          per $_____________
                                          principal amount
              Date of declaration         at Stated Maturity

and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the immediately preceding
date set forth in the table above, plus accrued original issue discount
(computed in accordance with the method used for calculating the amount of
original issue discount that accrues for United States federal income tax
purposes) from such next preceding date to the date of declaration at the yield
to maturity. For the purpose of this computation the yield to maturity is ____%.
Upon payment (i) of the Acceleration Amount so declared due and payable and (ii)
of interest on any overdue principal and overdue 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
interest, if any, on the Securities of this series shall terminate.]

                  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, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
(a) such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities, (b) the Holders of
not less than 33% or a majority, as applicable, in principal amount of the
Securities at the time Outstanding under the Indenture shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee, (c) such Holder shall have offered the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request, (d) the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding under the Indenture a direction inconsistent with such request
and (e) the Trustee for 90 days after its receipt of such notice and offer of
indemnity from the Holder, and request from the Holder, shall have failed to
institute any such proceeding. The foregoing shall not apply to certain suits
described in the Indenture, including any suit instituted by the Holder of this
Security for the enforcement of any payment of



                                       45

<PAGE>


principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the Indenture or any
supplemental indenture or the rights and obligations of the Company and rights
of the Holders of the Securities of any series at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate 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.

                  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
premium, if any) and interest, if any, 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 premium, if any) and interest, if any, 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.

                  Definitive Securities of the series of which this Security is
a part are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000.

                  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.



                                       46

<PAGE>


                  When a successor assumes all the obligations of its
predecessor under the Securities of this series and the Indenture in accordance
with the terms of the Indenture, the predecessor will be released from those
obligations.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities of this series and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

                  No stockholder, director, officer, employee, incorporator or
Affiliate of the Company shall have any liability for any obligation of the
Company under the Securities of this series or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of the Securities of this series by accepting a Security of this
series waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities of this series.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

                  [CUSTOMARY ABBREVIATIONS MAY BE USED IN THE NAME OF A HOLDER
OF A REGISTERED SECURITY OF THIS SERIES OR AN ASSIGNEE SUCH AS: TEN COM (=
TENANTS IN COMMON), TEN ENT (= TENANTS BY THE ENTIRETIES), JT TEN (= JOINT
TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON), CUST (=
CUSTODIAN), AND U/G/M/A (= UNIFORM GIFTS TO MINORS ACT).]

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company will cause CUSIP numbers
to be printed on the Securities of this series as a convenience to the Holders
of the Securities of this series.

                  This Security shall be governed by and construed in accordance
with the laws of the State of New York, including Section 5-1401 of the New York
General Obligations Law, but otherwise without regard to the principles of
conflict of laws thereof.

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





                                       47

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of the
Securities purchased by the Company pursuant to a Change of Control Offer made
in accordance with Section 10.10 of the Indenture, check the applicable boxes:

                  I wish to have the Securities purchased by the Company:

                        [ ] in whole

                        [ ] in part

                      Amount to be
                      purchased: $________________


Dated: __________________           Signature: _____________________________
                                               (sign exactly as your name
                                               appears on the others side of
                                               this Security)

Signature
Guarantee:  ______________________________

(Your signature must be guaranteed by a financial institution that is a member
of the Securities Transfer Agent Medallion Program ("STAMP"), the Securities
Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee program as may be
determined by the Securities Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934,
as amended.)

Social Security Number or
Taxpayer Identification Number:   __________________________________















                                       48

<PAGE>


         SECTION 2.04. Form of Trustee's Certificate of Authentication

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                               THE BANK OF NEW YORK,
                                                 as Trustee
Dated:____________                             By:___________________________
                                                     Authorized Signatory

















                                       49

<PAGE>


         SECTION 2.05. Form of Trustee's Certificate of Authentication by an
Authenticating Agent

                  If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent to be borne by the
Securities of each such series shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                               THE BANK OF NEW YORK,
                                                 as Trustee



                                               [_______________________],
                                                   as Authenticating Agent

Dated:____________                             By:____________________________
                                                      Authorized Signatory












                                       50

<PAGE>


                                  ARTICLE III.

                                 THE SECURITIES

         SECTION 3.01. 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 3.03, 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:

                  (a) the title of the Securities of the series, including CUSIP
numbers (which shall distinguish the Securities of the series from all other
Securities);

                  (b) 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 Sections 3.04, 3.05, 3.06, 3.07, 3.08, 9.06 or 11.07, and
except for any Securities which, pursuant to Section 3.03, are deemed never to
have been authenticated and delivered hereunder);

                  (c) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name the Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest;

                  (d) the date or dates on which the principal of the Securities
of the series is payable;

                  (e) the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date for the interest payable on any Interest Payment Date;

                  (f) the place or places, if any, in addition to or in the
place of the Corporate Trust Office, where the principal of (and premium, if
any) and interest, if any, on Securities of the series shall be payable and
where such Securities may be registered or transferred;

                  (g) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

                  (h) if other than denominations of $1,000 and any integral
multiple of $1,000, the denominations in which Securities of the series shall be
issuable;



                                       51

<PAGE>


                  (i) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

                  (j) if other than such coin or currency of the United States
as at the time of payment is legal tender for payment of public or private
debts, the coin or currency, including composite currencies such as the European
Currency Unit, in which payment of the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United
States for any purpose, including for purposes of the designation of
"Outstanding" in Section 1.01;

                  (k) if the principal of (and premium, if any) or interest, if
any, on the Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency units other
than that or those in which the Securities are stated to be payable, the
currency, currencies or currency units which may be elected and the period or
periods within which, and the terms and conditions upon which, such election may
be made and the amount so payable;

                  (l) if the amount of payments of principal of (and premium, if
any) or interest, if any, on the 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;

                  (m) if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

                  (n) any provisions permitted by this Indenture relating to
Events of Default or covenants of the Company with respect to such series of
Securities;

                  (o) if the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities, whether beneficial
owners of interests in any such Global Security may exchange such interests for
Securities of such series of like tenor and of authorized form and denomination
and the circumstances under which any such changes may occur, if other than in
the manner provided in Section 3.07(b)(ii), and any related certificates in
addition to those set forth in Section 3.13;

                  (p) any deletion of, addition to or change in the Events of
Default which apply 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 5.02;

                  (q) any deletion of, addition to or change in the covenants
set forth in Article X which apply to Securities of the series;



                                       52

<PAGE>


                  (r) any information the Company shall be obligated to provide
to the Trustee, and the Trustee shall be obligated to promptly forward to
Holders of Securities of the series, pursuant to Section 7.03(b);

                  (s) the form of any legend(s) which shall be borne by any
Restricted Securities in addition to or in lieu of those set forth in Section
2.02; any circumstances in addition to or in lieu of those set forth in Section
3.06(b) in which such legend(s) may be removed or modified; any circumstances in
addition to or in lieu of those set forth in Section 3.06(a) in which definitive
Securities may be registered for transfer; and any certificates in addition to
or in lieu of those set forth in Section 3.13; and

                  (t) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

                  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 set forth in the
Officers' Certificate referred to above or in any indenture supplemental hereto
referred to above.

                  If any of the terms of the Securities of a series, including
the form of Security of such series, are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by any authorized officer of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03
for the authentication and delivery of such series of Securities.

         SECTION 3.02. Denominations

                  The Securities of each series shall be issuable in bearer form
or in registered form without coupons, except as otherwise expressly provided in
a supplemental indenture hereto, in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple of $1,000.

         SECTION 3.03. Execution, Authentication, Delivery and Dating

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents. The
signature of any such Person on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signature of any
Person who was at any time the proper officer of the Company shall bind the
Company, notwithstanding that such Person has ceased to hold such office prior
to the authentication and delivery of such Securities or did not hold such
office at the date of authentication 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 an
instrument or instruments establishing such series of Securities as contemplated
in Section 3.01 hereof, and a Company Order for the authentication



                                       53

<PAGE>


and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. 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 6.01 and 6.03) shall be fully protected in relying upon, an
Opinion of Counsel stating,

                  (a) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;

                  (b) that the terms of such Securities have been established in
conformity with the provisions of this Indenture; and

                  (c) 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, reorganization and other laws of
general applicability relating to or affecting the enforcement of creditors'
rights and to general principles of equity and such other matters as counsel may
specify therein.

                  Notwithstanding the provisions of Section 3.01 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 documents otherwise
required pursuant to Sections 2.01 and 3.01 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to
the time of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued and reasonably contemplate the
issuance of each Security of such series.

                  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 or an Authenticating Agent 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 and is entitled to the benefits of this Indenture. 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 3.10 together
with a written statement (which need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, 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 3.04. Temporary Securities

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon compliance by the Company with Section
3.03, the Trustee or the Authenticating Agent shall authenticate and deliver,
temporary Securities which are printed,



                                       54

<PAGE>


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, in registered form or, if authorized, in bearer form, 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 except as provided in Section 3.06 (if
in connection with a transfer). Upon surrender for cancellation of any one or
more temporary Securities of any series the Company shall execute and the
Trustee or the Authenticating Agent shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. 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.

                  Upon any exchange of a portion of a temporary Global Security
for a definitive Global Security for the individual Securities represented
thereby pursuant to this Section 3.04 or Section 3.05, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount of such temporary Global Security, and such principal amount
shall be reduced for all purposes by the amount so exchanged and endorsed.

         SECTION 3.05. Registrar and Paying Agent; Registration, Registration of
Transfer and Exchange

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration, transfer and exchange of Securities. The Company shall
maintain an office or agency of the Paying Agent in any Place of Payment where
Securities of a series may be presented for payment. The Company may have one or
more co-registrars and one or more additional paying agents, and the terms
"Security Exchange Agent/Registrar" and "Paying Agent" shall include any
additional co-registrars and paying agents, respectively.

                  The Company shall enter into an appropriate agency agreement
with any Securities Exchange Agent/Registrar, Paying Agent or additional
co-registrars or paying agents not a party to this Indenture, which shall
incorporate the terms of the Trust Indenture Act and the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a Security
Exchange Agent/Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 6.07.
The Company may act as Security Exchange Agent/Registrar or Paying Agent.



                                       55

<PAGE>


                  The Company hereby initially appoints the Trustee as "Security
Exchange Agent/Registrar" for the purpose of registering Securities and
transfers of Securities, and for the purpose of exchanging Securities, and as
Paying Agent, all as herein provided.

                  Upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee or the Authenticating Agent 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 a like aggregate principal amount and tenor.

                  At the option of the Holder, any Security or Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
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 upon receipt of a Company Order the Trustee or the Authenticating
Agent 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 as provided in this Indenture 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 Exchange Agent/Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made to the Holder 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 Sections 3.04, 9.06 or 11.07 not
involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption under Section 11.04 and ending at the close of business on the day of
such mailing, or (ii) 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, provided that such Security shall be
immediately surrendered for redemption with written instructions for payment
consistent with the provisions of this Indenture.

                  The provisions of this Section 3.05 are, with respect to any
Global Security, subject to Section 3.07 hereof.



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<PAGE>

         SECTION 3.06. Restricted Securities

                  (a) Transfer and Exchange.

                      (i) In General. Every Restricted Security shall be subject
         to the restrictions on transfer provided in the applicable legend(s)
         required to be set forth on the face of each Restricted Security
         pursuant to Section 2.01 or as provided pursuant to Section 3.01,
         unless such restrictions on transfer shall be waived or modified, in
         accordance with applicable laws, by the written consent of the Company.
         Each Holder of a Restricted Security, by its acceptance thereof, agrees
         to be bound by such restrictions on transfer.

                      (ii) Special Provisions Regarding Transfer of Restricted
         Securities. Unless expressly provided otherwise in the Indenture,
         whenever any Restricted Definitive Security is presented or surrendered
         for registration of transfer, such Restricted Definitive Security must
         be accompanied by a certificate in substantially the form set forth in
         or contemplated by Section 3.13(c) (which may be attached to or set
         forth in the Restricted Definitive Security), appropriately completed,
         dated the date of such surrender and signed by the Holder of such
         Restricted Definitive Security, as to compliance with such restrictions
         on transfer, unless the Company shall have notified the Trustee that
         there is an effective registration statement under the Securities Act
         with respect to such Restricted Definitive Security. Neither the
         Security Exchange Agent/Registrar nor any Transfer Agent shall be
         required to accept for such registration of transfer or exchange any
         Restricted Definitive Security not so accompanied by a properly
         completed certificate.

                  (b) Removal of Transfer Restrictions.

                  Unless with respect to the whole or any portion of any
Restricted Security the Company determines otherwise in accordance with
applicable law, transfer restrictions and any restrictive legend(s) with respect
to Restricted Securities of any series shall be removed by the Company (i) in
the case of Rule 144A Securities and Restricted Definitive Securities, upon
presentation of such Security by the Holder at any time on or after the
expiration of the Holding Period, or (ii) in the case of Regulation S
Securities, upon presentation of such Security by the Holder at any time on or
after the expiration of the Restricted Period. Thereafter, upon registration of
transfer of or exchange of such Securities, the Company shall execute, and the
Trustee shall authenticate and deliver, an Unrestricted Security.

                  Except as otherwise provided in the preceding paragraph, if
Securities are issued upon the registration of transfer, exchange or replacement
of Securities bearing a legend or legends setting forth restrictions on
transfer, or if a request is made to remove such legend(s) from a Security, the
Securities so issued shall bear such legend(s), or such legend(s) shall not be
removed, as the case may be, unless there is delivered to the Company such
satisfactory evidence (which may include an opinion, reasonably satisfactory to
the Company, of independent counsel experienced in matters of United States
securities law) as may be reasonably required by the Company that neither such
legend(s) nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A or Rule
144 or Regulation S under the Securities Act or that such Securities are not
"restricted securities" within



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<PAGE>


the meaning of Rule 144 under the Securities Act. Upon provision of such
satisfactory evidence to the Company, the Trustee, at the direction of the
Company, shall authenticate and deliver a Security that does not bear such
legend(s). In the absence of bad faith on its part, the Trustee may conclusively
rely upon such direction of the Company in authenticating and delivering a
Security that does not bear such legend(s).

                  As used in this Section 3.06, the term "transfer" encompasses
any sale, pledge or other transfer of any Securities referred to herein.

                  Notwithstanding anything else in this Indenture to the
contrary, after a transfer of any Initial Securities or Private Exchange
Securities during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Securities or Private Exchange
Securities, as the case may be, all requirements pertaining to legends on such
Initial Security or such Private Exchange Security will cease to apply, the
requirements requiring that any such Initial Security or such Private Exchange
Security issued to certain Holders be issued in global form will cease to apply,
and a certificated Initial Security or Private Exchange Security without legends
will be available to the transferee of the Holder of such Initial Securities or
Private Exchange Securities or upon receipt of directions to transfer such
Holder's interest in the Global Security, as applicable.

                  Notwithstanding anything else in this Indenture to the
contrary, upon the consummation of a Registered Exchange Offer with respect to
the Initial Securities pursuant to which Holders of such Initial Securities are
offered Exchange Securities in exchange for their Initial Securities, all
requirements pertaining to such Initial Securities that Initial Securities
issued to certain Holders be issued in global form will cease to apply and
certificated Initial Securities with the restricted securities legend set forth
in Section 2.02 hereto will be available to Holders of such Initial Securities
that do not exchange their Initial Securities and Exchange Securities in
certificated form will be available to Holders that exchange such Initial
Securities in such Registered Exchange Offer.

                  Notwithstanding anything else in this Indenture to the
contrary, upon the consummation of a Private Exchange with respect to the
Initial Securities pursuant to which Holders of such Initial Securities are
offered Private Exchange Securities in exchange for their Initial Securities,
all requirements pertaining to such Initial Securities that Initial Securities
issued to certain holders be issued in global form will still apply, and Private
Exchange Securities in global form with the Restricted Securities legend set
forth in Section 2.02 hereto will be available to Holders that exchange such
Initial Securities in such Private Exchange.

         SECTION 3.07. Global Securities

                  (a) Form and Legend.

                  If the Company shall establish pursuant to Section 3.01 that
certain of the Securities of a particular series are to be issued in the form of
a Global Security, then the Company shall execute and the Trustee shall, in
accordance with Section 3.03, authenticate and deliver, a Global Security or
Securities which (i) shall represent, and shall be denominated in an aggregate
amount equal to the aggregate principal amount of, all of the Securities of such
series



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<PAGE>


to be so represented, (ii) shall be registered in the name of the Depositary or
its nominee, (iii) shall be delivered by the Trustee to the Depositary for such
series or pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the effect of the first two paragraphs of the form of face of
Security set forth in Section 2.02.

                  (b) Transfer and Exchange.

                      (i) Transfers of Global Securities as such. Except as
         otherwise expressly provided in this Indenture or any supplement
         hereto, a Global Security representing all or a portion of the
         Securities of a series may not be transferred in global form, except as
         a whole (i) by the Depositary for such series to a nominee of such
         Depositary, (ii) by a nominee of such Depositary to such Depositary or
         another nominee of such Depositary or (iii) by such Depositary or any
         such nominee to a successor Depositary for such series or a nominee of
         such successor Depositary.

                      (ii) Exchanges of Global Securities for Definitive
         Securities. A Global Security of a series shall be exchangeable, in
         whole but not in part, for definitive Securities of such series if (a)
         DTC notifies the Company and the Depositary that it is unwilling or
         unable to continue to hold book-entry interests in such Global Security
         or DTC at any time ceases to be a "clearing agency" registered as such
         under the Exchange Act, and, in either case, a successor is not
         appointed by the Company within 120 days, (b) while a Global Security
         is a Restricted Security the book-entry interests in such Global
         Security cease to be eligible for DTC services because the Securities
         of such series are neither (i) rated in one of the top four categories
         by a nationally recognized statistical rating organization nor (ii)
         included within a Self-Regulatory Organization system approved by the
         Commission for the reporting of quotation and trade information of
         securities eligible for transfer pursuant to Rule 144A, such as the
         PORTAL system, (c) the Depositary for Securities of such series
         notifies the Company that it is unwilling or unable to continue as
         Depositary with respect to such Global Security and no successor is
         appointed within 120 days or (d) the Company in its sole discretion
         executes and delivers to the Trustee an Officers' Certificate providing
         that such Global Security shall be so exchangeable; provided that in no
         event shall the Regulation S Temporary Global Securities be exchanged
         by the Company for Definitive Securities prior to (x) the expiration of
         the Restricted Period and (y) the receipt by the Security Registrar of
         any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
         Securities Act. Securities so issued in exchange for any such Global
         Security shall be of the same series, having the same interest rate, if
         any, and maturity and having the same terms as such Global Security, in
         authorized denominations and in the aggregate having the same principal
         amount as such Global Security and registered in such names as the
         Depositary for such Global Security shall direct based on the
         instructions of DTC. Upon such exchange, the surrendered Global
         Security shall be cancelled by the Trustee.

                  A Global Security of a series shall be exchangeable, in whole
         or in part, for definitive Registered Securities of such series if
         there shall have occurred and be continuing an Event of Default with
         respect to the Securities of such series and the Holder, in such
         circumstances, shall have requested in writing that all or a part of
         the Global Security of such series be exchanged for one or more
         Definitive Securities (an



                                       59

<PAGE>


         "Optional Definitive Security Request"), provided that in no event
         shall the Regulation S Temporary Global Securities be exchanged by the
         Company for definitive Registered Securities prior to (x) the
         expiration of the Restricted Period and (y) the receipt by the Security
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act. Upon any such surrender, (i)
         the Company shall execute and the Trustee shall authenticate and
         deliver without charge to each Person specified by DTC, in exchange for
         such Person's beneficial interest in the Global Security, a new
         Security or Securities of the same series in definitive registered form
         having the same interest rate, if any, and maturity and having the same
         terms as such Global Security, in any authorized denomination requested
         by such Person and in an aggregate principal amount equal to such
         Person's beneficial interest in the Global Security, and (ii) if the
         Global Security is being exchanged (x) as a whole, then the surrendered
         Global Security shall be cancelled by the Trustee, or (y) in part, then
         the principal amount of the surrendered Global Security shall be
         reduced by an endorsement on Schedule A thereto in the appropriate
         amount.

                  Unless otherwise provided pursuant to a Board Resolution,
         Officers' Certificate or supplemental indenture in accordance with
         Section 3.01, Definitive Securities issued in exchange for a Global
         Security pursuant to this Section 3.07(b)(ii) shall be issued only in
         registered form and shall be registered in such names and in such
         authorized denominations as the Depositary for such Global Security,
         pursuant to instructions from DTC and its Participants or Indirect
         Participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver such Securities to the Persons in whose names such
         Securities are so registered.

                  (c) Beneficial Interests.

                  Subject to Section 3.06 and Section 3.07, beneficial interests
in a Global Security may be transferred in any manner consistent with the
Applicable Procedures.

                  (d) Special Provisions Regarding Transfer of Beneficial
Interests in a Regulation S Global Security.

                  The transfer of beneficial interests in a Regulation S Global
Security shall be effected in a manner not inconsistent with the following
provisions:

                      (i) Transfer Through a Rule 144A Global Security. If the
         holder of a beneficial interest in a Regulation S Global Security
         wishes at any time to transfer such interest to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in a Rule
         144A Global Security, such transfer may be effected, subject to the
         Applicable Procedures, only in accordance with this Section 3.07(d)(i)
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Temporary
         Global Securities may not be made to a U.S. Person or for the account
         or benefit of a U.S. Person (other than an initial purchaser). Upon
         receipt by the Depositary of the instructions, order and certificate
         set forth below, the Depositary shall promptly forward the same to the
         Security Exchange Agent/Registrar at the Corporate Trust Office. Upon
         receipt by the Security Exchange Agent/Registrar from the



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<PAGE>


         Depositary at the Corporate Trust Office of (1) written instructions
         given in accordance with the Applicable Procedures from a Participant
         directing the Depositary to cause to be credited to a specified
         Participant's account a beneficial interest in the Rule 144A Global
         Security equal to that of the beneficial interest in the Regulation S
         Global Security to be so transferred, (2) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the account of the Participant to be credited with, and the
         account of the Participant held for Euroclear or Clearstream to be
         debited for, such beneficial interest, and (3) a certificate
         substantially in the form set forth in or contemplated by Section
         3.13(a) given by the transferor of such beneficial interest, the
         Security Exchange Agent/Registrar, shall (A) reduce the principal
         amount of the Regulation S Global Security, and increase the principal
         amount of the Rule 144A Global Security, in each case by an amount
         equal to the principal amount of the beneficial interest in the
         Regulation S Global Security to be so transferred, as evidenced by
         appropriate endorsements on Schedule A of the respective Global
         Securities, and (B) instruct the Depositary, which shall instruct DTC,
         (x) to make corresponding reductions and increases in the amounts
         represented by the respective Global Securities and (y) to cause to be
         credited to the account of the Person specified in such instructions a
         beneficial interest in the Rule 144A Global Security having a principal
         amount equal to the amount by which the principal amount of the
         Regulation S Global Security was reduced upon such transfer.

                           Delivery of a beneficial interest in the Regulation S
         Global Security of any series may not be taken in the form of a
         beneficial interest in the Rule 144A Global Security if immediately
         prior to the contemplated transfer no Rule 144A Global Security of the
         same series is then Outstanding.

                      (ii) Interests in Regulation S Global Security Initially
         to be Held Through Euroclear or Clearstream. Beneficial interests in a
         Regulation S Temporary Global Security may be held only through
         Participants acting for and on behalf of Euroclear or Clearstream.

                      (iii) Transfer Through Restricted Definitive Security. If
         the holder of a beneficial interest in a Regulation S Global Security
         wishes at any time to transfer such interest to a Person who wishes to
         take delivery thereof in the form of a Restricted Definitive Security,
         such transfer may be effected, subject to the Applicable Procedures,
         only in accordance with this Section 3.07(d)(iii), provided that in no
         event shall the Regulation S Temporary Global Securities be exchanged
         by the Company for Restricted Definitive Securities prior to (x) the
         expiration of the Restricted Period and (y) the receipt by the Security
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act. Upon receipt by the
         Depositary of the instructions and certificate set forth below, the
         Depositary shall promptly forward the same to the Security Exchange
         Agent/Registrar at the Corporate Trust Office. Upon receipt by the
         Security Exchange Agent/Registrar from the Depositary at the Corporate
         Trust Office of (1) written instructions given in accordance with the
         Applicable Procedures from a Participant directing the Depositary to
         cause to be issued a Restricted Definitive Security to such Person in a
         principal amount equal to that of the beneficial interest in the Global
         Security to be so transferred and (2) a certificate substantially in
         the form set forth in or



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<PAGE>


         contemplated by Section 3.13(f) given by the transferor of such
         beneficial interest, the Security Exchange Agent/Registrar shall (A)
         reduce the principal amount of the Regulation S Global Security by an
         amount equal to the principal amount of the beneficial interest in the
         Regulation S Global Security to be so transferred, as evidenced by
         appropriate endorsement on Schedule A of the Regulation S Global
         Security and (B) cause to be issued a Restricted Definitive Security to
         such Person in a principal amount equal to the amount by which the
         principal amount of the Regulation S Global Security was reduced upon
         such transfer.

                      (iv) Transfer Through an Unrestricted Global Security. If
         the holder of a beneficial interest in a Regulation S Global Security
         wishes at any time to transfer such interest to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security, such transfer may be effected, subject to
         the Applicable Procedures, only in accordance with this Section
         3.07(d)(iv). Upon receipt by the Depositary of the instructions, order
         and certificate set forth below, the Depositary shall promptly forward
         the same to the Security Exchange Agent/Registrar at the Corporate
         Trust Office. Upon receipt by the Security Exchange Agent/Registrar
         from the Depositary at the Corporate Trust Office of (1) written
         instructions given in accordance with the Applicable Procedures from a
         Participant directing the Depositary to cause to be credited to a
         specified Participant's account a beneficial interest in the
         Unrestricted Global Security equal to that of the beneficial interest
         in the Regulation S Global Security to be so transferred, (2) a written
         order given in accordance with the Applicable Procedures containing
         information regarding the account of the Participant, and the Euroclear
         or Clearstream account for which such Participant's account is held, to
         be credited with, and the account of the Participant to be debited for,
         such beneficial interest, and (3) a certificate substantially in the
         form set forth in or contemplated by Section 3.13(b) given by the
         transferor of such beneficial interest, the Security Exchange
         Agent/Registrar shall (A) reduce the principal amount of the Regulation
         S Global Security, and increase the principal amount of the
         Unrestricted Global Security, in each case by an amount equal to the
         principal amount of the beneficial interest in the Rule Regulation S
         Security to be so transferred, as evidenced by appropriate endorsements
         on Schedule A of the respective Global Securities and (B) instruct the
         Depositary, which shall instruct DTC, (x) to make corresponding
         reductions and increases to the transferor's beneficial interests in
         the respective Global Securities and (y) to cause to be credited to the
         account of the Person specified in such instructions a beneficial
         interest in the Unrestricted Global Security having a principal amount
         equal to the amount by which the principal amount of the Regulation S
         Global Security was reduced upon such transfer.

                      (v) Beneficial Interests in Regulation S Temporary Global
         Securities to Definitive Securities. Notwithstanding the foregoing, a
         beneficial interest in a Regulation S Temporary Global Security may not
         be exchanged for a Definitive Security or transferred to a Person who
         takes delivery thereof in the form of a Definitive Security prior to
         (A) the expiration of the Restricted Period and (B) the receipt by the
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.



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<PAGE>


                  (e) Special Provisions Regarding Transfer of Beneficial
Interests in a Rule 144A Global Security.

                  The transfer of beneficial interests in a Rule 144A Global
Security shall be effected in a manner not inconsistent with the following
provisions:

                      (i) Transfer Through a Regulation S Global Security. If
         the holder of a beneficial interest in a Rule 144A Global Security
         wishes at any time to transfer such interest to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in a
         Regulation S Global Security, such transfer may be effected, subject to
         the Applicable Procedures, only in accordance with this Section
         3.07(e)(i). Upon receipt by the Depositary of the instructions, order
         and certificate set forth below, the Depositary shall promptly forward
         the same to the Security Exchange Agent/Registrar at the Corporate
         Trust Office. Upon receipt by the Security Exchange Agent/Registrar
         from the Depositary at the Corporate Trust Office of (1) written
         instructions given in accordance with the Applicable Procedures from a
         Participant directing the Depositary to cause to be credited to a
         specified Participant's account a beneficial interest in the Regulation
         S Global Security equal to that of the beneficial interest in the Rule
         144A Global Security to be so transferred, (2) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the account of the Participant held for Euroclear to be
         credited with, and the account of the Participant to be debited for,
         such beneficial interest, and (3) a certificate substantially in the
         form set forth in or contemplated by Section 3.13(d) given by the
         transferor of such beneficial interest, the Security Exchange
         Agent/Registrar shall (A) reduce the principal amount of the Rule 144A
         Global Security, and increase the principal amount of the Regulation S
         Global Security, in each case by an amount equal to the principal
         amount of the beneficial interest in the Rule 144A Global Security to
         be so transferred, as evidenced by appropriate endorsements on Schedule
         A of the respective Global Securities and (B) instruct the Depositary,
         which shall instruct DTC, (x) to make corresponding reductions and
         increases to the amounts represented by the respective Global
         Securities and (y) to cause to be credited to the account of the Person
         specified in such instructions a beneficial interest in the Regulation
         S Global Security having a principal amount equal to the amount by
         which the principal amount of the Rule 144A Global Security was reduced
         upon such transfer.

                           Delivery of a beneficial interest in the Rule 144A
         Global Security of any series may not be taken in the form of a
         beneficial interest in the Regulation S Global Security if immediately
         prior to the contemplated transfer no Regulation S Global Security of
         the same series is then Outstanding.

                  (ii) Transfer Through an Unrestricted Global Security. If the
         holder of a beneficial interest in a Rule 144A Global Security wishes
         at any time to transfer such interest to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security, such transfer may be effected, subject to
         the Applicable Procedures, only in accordance with this Section
         3.07(e)(ii). Upon receipt by the Depositary of the instructions, order
         and certificate set forth below, the Depositary shall promptly forward
         the same to the Security Exchange Agent/Registrar at the



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<PAGE>


         Corporate Trust Office. Upon receipt by the Security Exchange
         Agent/Registrar from the Depositary at the Corporate Trust Office of
         (1) written instructions given in accordance with the Applicable
         Procedures from a Participant directing the Depositary to cause to be
         credited to a specified Participant's account a beneficial interest in
         the Unrestricted Global Security equal to that of the beneficial
         interest in the Rule 144A Global Security to be so transferred, (2) a
         written order given in accordance with the Applicable Procedures
         containing information regarding the account of the Participant to be
         credited with, and the account of the Participant to be debited for,
         such beneficial interest, and (3) a certificate substantially in the
         form set forth in or contemplated by Section 3.13(e) given by the
         transferor of such beneficial interest, the Security Exchange
         Agent/Registrar shall (A) reduce the principal amount of the Rule 144A
         Global Security, and increase the principal amount of the Unrestricted
         Global Security, in each case by an amount equal to the principal
         amount of the beneficial interest in the Rule 144A Global Security to
         be so transferred, as evidenced by appropriate endorsements on Schedule
         A of the respective Global Securities and (B) instruct the Depositary,
         which shall instruct DTC, (x) to make corresponding reductions and
         increases to the transferor's beneficial interests in the respective
         Global Securities and (y) to cause to be credited to the account of the
         Person specified in such instructions a beneficial interest in the
         Unrestricted Global Security having a principal amount equal to the
         amount by which the principal amount of the Rule 144A Global Security
         was reduced upon such transfer.

                  (iii) Transfer Through Restricted Definitive Security. If the
         holder of a beneficial interest in a Rule 144A Global Security wishes
         at any time to transfer such interest to a Person who wishes to take
         delivery thereof in the form of a Restricted Definitive Security, such
         transfer may be effected, subject to the Applicable Procedures, only in
         accordance with this Section 3.07(e)(iii). Upon receipt by the
         Depositary of the instructions and certificate set forth below, the
         Depositary shall promptly forward the same to the Security Exchange
         Agent/Registrar at the Corporate Trust Office. Upon receipt by the
         Security Exchange Agent/Registrar from the Depositary at the Corporate
         Trust Office of (1) written instructions given in accordance with the
         Applicable Procedures from a Participant directing the Depositary to
         cause to be issued a Restricted Definitive Security to such Person in a
         principal amount equal to that of the beneficial interest in the Rule
         144A Global Security to be so transferred and (2) a certificate
         substantially in the form set forth in or contemplated by Section
         3.13(g) given by the transferor of such beneficial interest, the
         Security Exchange Agent/Registrar shall (A) reduce the principal amount
         of the Rule 144A Global Security by an amount equal to the principal
         amount of the beneficial interest in the Rule 144A Global Security to
         be so transferred, as evidenced by appropriate endorsement on Schedule
         A of the Rule 144A Global Security and cause to be issued a Restricted
         Definitive Security to such Person in a principal amount equal to the
         amount by which the principal amount of the Rule 144A Global Security
         was reduced upon such transfer and (B) instruct the Depositary, which
         shall instruct DTC, to make a corresponding reduction to the
         transferor's beneficial interest in the Rule 144A Global Security.

                  (f) Special Provisions Regarding Transfer of Restricted
Definitive Securities.



                                       64

<PAGE>


                  The transfer of Definitive Securities shall be effected in a
manner not inconsistent with the following provisions:

                  (i) Transfer Through Regulation S Global Security. If the
         holder of a Restricted Definitive Security wishes at any time to
         transfer such interest to a Person who wishes to take delivery thereof
         in the form of a beneficial interest in a Regulation S Global Security,
         such transfer may be effected, subject to the Applicable Procedures,
         only in accordance with this Section 3.07(f)(i). Upon receipt by the
         Security Exchange Agent/Registrar at the Corporate Trust Office of (1)
         written instructions from the transferor directing it to cause the
         Depositary to cause to be credited to such Person a beneficial interest
         in the Regulation S Global Security in a principal amount equal to that
         of the Restricted Definitive Security to be so transferred and (2) a
         certificate substantially in the form set forth in or contemplated by
         Section 3.13(c) given by the transferor of such Restricted Definitive
         Security, the Security Exchange Agent/Registrar shall (A) increase the
         principal amount of the Regulation S Global Security by an amount equal
         to the principal amount of the beneficial interest in the Regulation S
         Global Security to be received by such Person, as evidenced by
         appropriate endorsement on Schedule A of the Regulation S Global
         Security, and cancel such Restricted Definitive Security, and (B)
         instruct the Depositary, which shall instruct DTC, (x) to make
         corresponding increases in the amount represented by the Regulation S
         Global Security and (y) to cause to be credited to the account of the
         Person specified in such instructions a beneficial interest in the
         Regulation S Global Security having a principal amount equal to the
         principal amount of the Restricted Definitive Security that was
         cancelled.

                  (ii) Transfer Through Rule 144A Global Security. If the holder
         of a Restricted Definitive Security wishes at any time to transfer such
         interest to a Person who wishes to take delivery thereof in the form of
         a beneficial interest in the Rule 144A Global Security, such transfer
         may be effected, subject to the Applicable Procedures, only in
         accordance with this Section 3.07(f)(ii). Upon receipt by the Security
         Exchange Agent/Registrar at the Corporate Trust Office of (1) written
         instructions from the transferor directing it to cause the Depositary
         to cause to be credited to such Person a beneficial interest in the
         Rule 144A Global Security in a principal amount equal to that of the
         Restricted Definitive Security to be so transferred and (2) a
         certificate substantially in the form set forth in or contemplated by
         Section 3.13(c) given by the transferor of such Restricted Definitive
         Security, the Security Exchange Agent/Registrar shall (A) increase the
         principal amount of the Rule 144A Global Security by an amount equal to
         the principal amount of the beneficial interest in the Rule 144A Global
         Security to be received by such Person, as evidenced by appropriate
         endorsement on Schedule A of the Rule 144A Global Security, and cancel
         such Restricted Definitive Security, and (B) instruct the Depositary,
         which shall instruct DTC, (x) to make corresponding increases in the
         amount represented by the Rule 144A Global Security and (y) to cause to
         be credited to the account of the Person specified in such instructions
         a beneficial interest in the Rule 144A Global Security having a
         principal amount equal to the principal amount of the Restricted
         Definitive Security that was cancelled.

                  (iii) Transfer Through Unrestricted Global Security. If the
         holder of a Restricted Definitive Security wishes at any time to
         transfer such interest to a Person who



                                       65

<PAGE>


         wishes to take delivery thereof in the form of a beneficial interest in
         the Unrestricted Global Security, such transfer may be effected,
         subject to the Applicable Procedures, only in accordance with this
         Section 3.07(f)(iii). Upon receipt by the Security Exchange
         Agent/Registrar at the Corporate Trust Office of (1) written
         instructions from the transferor directing it to cause the Depositary
         to cause to be credited to such Person a beneficial interest in the
         Unrestricted Global Security in a principal amount equal to that of the
         Restricted Definitive Security to be so transferred and (2) a
         certificate substantially in the form set forth in or contemplated by
         Section 3.13(c) given by the transferor of such Restricted Definitive
         Security, the Security Exchange Agent/Registrar shall (A) increase the
         principal amount of the Unrestricted Global Security by an amount equal
         to the principal amount of the beneficial interest in the Unrestricted
         Global Security to be received by such Person, as evidenced by
         appropriate endorsement on Schedule A of the Unrestricted Global
         Security, and cancel such Definitive Security, and (B) instruct the
         Depositary, which shall instruct DTC, (x) to make corresponding
         increases in the amount represented by the Rule 144A Global Security
         and (y) to cause to be credited to the account of the Person specified
         in such instructions a beneficial interest in the Unrestricted Global
         Security having a principal amount equal to the principal amount of the
         Restricted Definitive Security that was cancelled.

                  (iv) Transfer Through Restricted Definitive Security. If the
         holder of a Restricted Definitive Security wishes at any time to
         transfer such interest to a Person who wishes to take delivery thereof
         in the form of another Restrictive Definitive Security, such transfer
         may be effected, subject to the Applicable Procedures, only in
         accordance with this Section 3.07(f)(iv). Upon receipt by the
         Depositary of the instructions and certificate set forth below, the
         Depositary shall promptly forward the same to the Security Exchange
         Agent/Registrar at the Corporate Trust Office. Upon receipt by the
         Security Exchange Agent/Registrar from the Depositary at the Corporate
         Trust Office of a certificate substantially in the form set forth in or
         contemplated by Section 3.13(c) given by the transferor of such
         Restricted Definitive Security, the Security Exchange Agent/Registrar
         shall register the transfer of such Restricted Definitive Securities.

         SECTION 3.08. 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 upon its written request 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.



                                       66

<PAGE>


                  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, in each such case
without premium or penalty.

                  Upon the issuance of any new Security under this Section 3.08,
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 3.08 in exchange for any mutilated Security or in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the mutilated, 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 3.08 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 3.09. Payment of Interest; Interest Rights Reserved

                  Except as may otherwise be established as contemplated by
Section 3.01 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.

                  Payment of interest, if any, in respect of any Security will
be made by check mailed to the address of the Person entitled thereto at such
Person's address appearing in the Security Register. Payment of interest, if
any, in respect of any Security may also be made, in the case of a Holder of at
least U.S. $1,000,000 aggregate principal amount of Securities, and payment of
interest, if any, in respect of a Permanent Global Security shall be made, by
wire transfer to a U.S. Dollar account maintained by the Holder with a bank in
the United States; provided that such Holder elects payment by wire transfer by
giving written notice to the Trustee or a Paying Agent to such effect
designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

                  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 thereof 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 (a) or (b) below:

                  (a) 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



                                       67

<PAGE>


Defaulted Interest, which shall be fixed in the following manner: The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. Unless the Trustee is acting as the Security
Exchange Agent/Registrar, promptly after such Special Record Date, the Company
shall furnish the Trustee with a list, or shall make arrangements satisfactory
to the Trustee with respect thereto, of the names and addresses of, and
respective principal amounts of such Securities held by, the Holders appearing
on the Security Register at the close of business on such Special Record Date.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each holder of Securities of such
series at his address as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b).

                  (b) 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.

                  Subject to the foregoing provisions of this Section 3.09, 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 3.10. 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 premium,
if any) and (subject to Section 3.09) interest, if any, 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. All such payments so made to any
such Person, or upon such Person's order, shall be valid, and, to the extent of
the sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Security.



                                       68

<PAGE>


                  Holders of beneficial interests in a Global Security of any
series will not be entitled to receive certificates therefor, except in the
limited circumstances set forth in Section 3.07(b)(ii). No holder of any
beneficial interest in a Global Security shall have any rights under this
Indenture with respect to such Global Security.

                  The Trustee shall not deem requests or directions from, or
votes by, the Depositary for a Global Security of any series to be inconsistent
if made on behalf of different holders of beneficial interests.

         SECTION 3.11. Cancellation

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange 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 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 and
disposed of in its customary manner. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section
3.11 except as expressly permitted by this Indenture.

         SECTION 3.12. Computation of Interest

                  Except as otherwise specified as contemplated by Section 3.01
for Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

         SECTION 3.13. Certification Form

                  (a) Except as otherwise specified as contemplated by Section
3.01 for Securities of any series, whenever any certification is to be given by
an owner of a beneficial interest in a Regulation S Global Security pursuant to
Section 3.07(d)(i) of this Indenture, in connection with the transfer of a
beneficial interest therein to a Person who wishes to take delivery thereof in
the form of a beneficial interest in a Rule 144A Global Security, such
certification shall be provided substantially in the form of the following
certificate (which may be attached to or set forth on the Security), including
or omitting bracketed language as appropriate, but otherwise with only such
changes as may be approved in writing by the Company:






                                       69

<PAGE>


                          FORM OF TRANSFER CERTIFICATE
                   FOR TRANSFER OR EXCHANGE FROM REGULATION S
                  GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY
             (Transfers Pursuant to ss.3.07(d)(i) of the Indenture)


The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

                  Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of
                       Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S. $_________ principal amount of
Securities which are evidenced by one or more Regulation S Global Securities in
fully registered form (CUSIP No._________; ISIN No. __________) and held with
the Depositary by means of a book-entry interest through Euroclear or
Clearstream in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take delivery thereof (the
"Transferee") in the form of any equal principal amount of Securities evidenced
by one or more Rule 144A Global Securities (CUSIP No. ____).

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that the interests in the
Regulation S Global Security are being transferred pursuant to and in accordance
with Rule 144A under the Securities Act of 1933, as amended, and, accordingly,
the Transferor does hereby further certify that the interests in the Regulation
S Global Security are being transferred to a Person that the Transferor
reasonably believes is purchasing the Securities for its own account, or for one
or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States.














                                       70

<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers of the Securities being transferred.

                                             [Insert Name of Transferor]


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


Dated: __________

cc:   MIDAMERICAN ENERGY HOLDINGS COMPANY

Signature Guaranty:_____________________

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

                  (b) Except as otherwise specified as contemplated by Section
3.01 for Securities of any series, whenever any certification is to be given by
an owner of a beneficial interest in a Regulation S Global Security pursuant to
Section 3.07(d)(iv) of this Indenture in connection with the transfer of a
beneficial interest in the Regulation S Global Security to a Person who wishes
to take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security, such certification shall be provided substantially in the form
of the following certificate, with only such changes as shall be approved in
writing by the Company.












                                       71

<PAGE>


                          FORM OF TRANSFER CERTIFICATE
                FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
                    SECURITY TO UNRESTRICTED GLOBAL SECURITY
                     (Transfers pursuant to ss.3.07(d)(iv)
                                of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

                  Re:   MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of
                        Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S.$ _________ principal amount of
Securities which are evidenced by one or more Regulation S Global Securities
(CUSIP No._________; ISIN No. __________) and held with the Depositary by means
of a book-entry interest through Euroclear or Clearstream in the name of [insert
name of transferor] (the "Transferor"). The Transferor has requested a transfer
of such beneficial interest in the Securities to a Person who will take delivery
thereof in the form of an equal principal amount of Securities evidenced by one
or more Unrestricted Global Securities (CUSIP No._________).

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that such transfer has been
effected pursuant to and in accordance with either Rule 903, Rule 904 or Rule
144 under the United States Securities Act of 1933, as amended (the "Securities
Act"), and accordingly the Transferor does hereby further certify that:

                       (1) if the transfer has been effected pursuant to Rule
     903 or Rule 904:

                           (A) the offer of the Securities was not made to a
         Person in the United States;

                           (B) either:

                                  (i) at the time the buy order was originated,
the transferee was outside the United States or the Transferor and any Person
acting on its behalf reasonably believed that the transferee was outside the
United States, or

                                  (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
the Transferor nor



                                       72

<PAGE>


any Person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;

                           (C) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or 904(b) of
         Regulation S, as applicable; and

                           (D) the transaction is not part of a plan or scheme
         to evade the registration requirements of the Securities Act; or

                       (2) if the transfer has been effected pursuant to Rule
     144, the Securities have been transferred in a transaction permitted by
     Rule 144.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers, if any, of the Securities being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                              [Insert Name of Transferor]


                                              By:
                                                 ------------------------------
                                                 Name:
                                                 Title:


Dated: _____________

cc:  MIDAMERICAN ENERGY HOLDINGS COMPANY

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

(c) Except as otherwise specified as contemplated by Section 3.01 for Securities
of any series, whenever any certification is to be given by a Holder of a
Security pursuant to Section 3.06(a)(ii), 3.07(b)(ii) and 3.07(f) of this
Indenture in connection with the transfer or exchange of a Restricted Definitive
Security, such certification shall be provided substantially in the form of the
following certificate (which may be attached to or set forth on the Security),
including or omitting bracketed language as appropriate, but otherwise with only
such changes as may be approved in writing by the Company:




                                       73

<PAGE>


                          FORM OF TRANSFER CERTIFICATE
          FOR TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES
        (Transfers Pursuant to ss.3.06(a)(ii), 3.07(b)(ii) and ss.3.07(f)
                                of the Indenture)



The Bank of New York,
as Trustee
101 Barclay Street
New York, New York  10286

Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S. $________________ principal amount
of Securities presented or surrendered on the date hereof (the "Surrendered
Securities") which are registered in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such Surrendered
Securities registered in the name of a Person (the "Transferee") other than the
Transferor (each such transaction being referred to herein as a "transfer").

                  In connection with such request and in respect of such
Surrendered Securities, the Transferor does hereby certify that:

                                   [CHECK ONE]

        [ ]  (1)   the Surrendered Securities are being transferred to the
                   Company or an Affiliate thereof;

        [ ]  (2)   the Surrendered Securities are being transferred pursuant to
                   and in accordance with Rule 144A under the Securities Act of
                   1933, as amended (the "Securities Act") and, accordingly, the
                   Transferor does hereby further certify that the Surrendered
                   Securities are being transferred to a Person that the
                   Transferor reasonably believes is purchasing the Surrendered
                   Securities for its own account, or for one or more accounts
                   with respect to which such Person exercises sole investment
                   discretion, and such Person and each such account is a
                   "qualified institutional buyer" within the meaning of Rule
                   144A, in each case in a transaction meeting the requirements
                   of Rule 144A and in accordance with any applicable securities
                   laws of any state of the United States;

        [ ]  (3)   the Surrendered Securities are being transferred to a Person
                   that the Transferor reasonably believes is purchasing the
                   Surrendered Securities for its own account or for one or more
                   accounts with respect to which such Person exercise sole
                   investment discretion, and such Person and each such account
                   is an institutional



                                       74

<PAGE>


                   "accredited investor" as described in Rule 501(a)(1), (2),
                   (3) or (7) under the Securities Act and is purchasing such
                   Surrendered Securities for investment purposes and not with a
                   view to, or for offer or sale in connection with, any
                   distribution in violation of the Securities Act in a
                   transaction in accordance with any applicable securities laws
                   of the United States or any state thereof.

                   or

        [ ]  (4)   the Surrendered Securities are being transferred pursuant to
                   and in accordance with Regulation S and:

                           (A) the offer of the Surrendered Securities was not
                   made to a Person in the United States;

                           (B) either:

                               (i) at the time the buy order was originated, the
transferee was outside the United States or the Transferor and any Person acting
on its behalf reasonably believed that the transferee was outside the United
States, or

                               (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
the Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States;

                           (C) no directed selling efforts have been made in
                   contravention of the requirements of Rule 903(b) or 904(b) of
                   Regulation S, as applicable; and

                           (D) the transaction is not part of a plan or scheme
                   to evade the registration requirements of the Securities Act;

                   or

        [ ]  (5)   the Surrendered Securities are being transferred in a
                   transaction permitted by Rule 144.






                                       75

<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers of the Securities being transferred.

                                             [Insert Name of Transferor]


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


Dated:________________

cc:      MIDAMERICAN ENERGY HOLDINGS COMPANY

Signature Guaranty:_____________________

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

(d) Except as otherwise specified as contemplated by Section 3.01 for Securities
of any series, whenever any certification is to be given by an owner of a
beneficial interest in a Rule 144A Global Security pursuant to Section
3.07(e)(i) of this Indenture in connection with the transfer of a beneficial
interest therein to a Person who wishes to take delivery thereof in the form of
a beneficial interest in a Regulation S Global Security, such certification
shall be provided substantially in the form of the following certificate (which
may be attached to or set forth on the Security), with only such changes as
shall be approved in writing by the Company.
















                                       76

<PAGE>



                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                    SECURITY TO REGULATION S GLOBAL SECURITY
                      (Transfers pursuant to ss.3.07(e)(i)
                                of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S.$ ________ principal amount of
Securities which are evidenced by one or more Rule 144A Global Securities (CUSIP
No. ________) and held through DTC in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a non-U.S. Person who will take delivery thereof
in the form of an equal principal amount of Securities evidenced by one or more
Regulation S Global Securities (CUSIP No.________), which amount, immediately
after such transfer, is to be held with DTC through Euroclear or Clearstream
(Common Code _______).

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that such transfer has been
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
United States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby further certify that:

                        (1) the offer of the Securities was not made to a Person
     in the United States;

                        (2) either:

                           (A) at the time the buy order was originated, the
         transferee was outside the United States or the Transferor and any
         Person acting on its behalf reasonably believed that the transferee was
         outside the United States, or

                           (B) the transaction was executed in, on or through
         the facilities of a designated offshore securities market and neither
         the Transferor nor any Person acting on its behalf knows that the
         transaction was pre-arranged with a buyer in the United States;



                                       77

<PAGE>


                        (3) no directed selling efforts have been made in
     contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
     as applicable;

                        (4) the transaction is not part of a plan or scheme to
     evade the registration requirements of the Securities Act; and

                        (5) upon completion of the transaction, the beneficial
     interest being transferred as described above is to be held with DTC
     through Euroclear or Clearstream (Common Code ___________).

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters or initial
purchasers, if any, of the initial offering of such Securities being
transferred. Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities Act.

                                                 [Insert Name of Transferor]


                                                 By:
                                                    ---------------------------
                                                    Name:
                                                    Title:


Dated: ________________

cc:   MIDAMERICAN ENERGY HOLDINGS COMPANY

Signature Guaranty:____________________

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

                  (e) Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, whenever any certification is to be
given by an owner of a beneficial interest in a Rule 144A Global Security
pursuant to Section 3.07(e)(ii) of this Indenture in connection with the
transfer of a beneficial interest in the Rule 144A Global Security to a Person
who wishes to take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security, such certification shall be provided substantially
in the form of the following certificate, with only such changes as shall be
approved in writing by the Company.












                                       78

<PAGE>


                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                    SECURITY TO UNRESTRICTED GLOBAL SECURITY
                     (Transfers pursuant to ss.3.07(e)(ii)
                                of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

                  Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of
                       Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S.$ _________ principal amount of
Securities which are evidenced by one or more Rule 144A Global Securities (CUSIP
No._________) and held through DTC in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced by one or more
Unrestricted Global Securities (CUSIP No._________).

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that such transfer has been
effected pursuant to and in accordance with either Rule 903, Rule 904 or Rule
144 under the United States Securities Act of 1933, as amended (the "Securities
Act"), and accordingly the Transferor does hereby further certify that:

                        (1) if the transfer has been effected pursuant to Rule
     903 or Rule 904:

                           (A) the offer of the Securities was not made to a
         Person in the United States;

                           (B) either:

                                (i) at the time the buy order was originated,
the transferee was outside the United States or the Transferor and any Person
acting on its behalf reasonably believed that the transferee was outside the
United States, or

                                (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
the Transferor nor any Person acting on its behalf knows that the transaction
was pre-arranged with a buyer in the United States;



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<PAGE>


                           (C) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or 904(b) of
         Regulation S, as applicable; and

                           (D) the transaction is not part of a plan or scheme
         to evade the registration requirements of the Securities Act; or

                        (2) if the transfer has been effected pursuant to Rule
     144, the Securities have been transferred in a transaction permitted by
     Rule 144.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers, if any, of the Securities being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                                [Insert Name of Transferor]


                                                By:
                                                   ----------------------------
                                                   Name:
                                                   Title:


Dated: _____________

cc:  MIDAMERICAN ENERGY HOLDINGS COMPANY

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

                  (f) Except as otherwise specified as contemplated by Section
3.01 for Securities of any series, whenever any certification is to be given by
an owner of a beneficial interest in a Regulation S Global Security pursuant to
Section 3.07(d)(iii) of this Indenture in connection with the transfer of a
beneficial interest therein to a Person who wishes to take delivery thereof in
the form of a Definitive Restricted Security, such certification shall be
provided substantially in the form of the following certificate (which may be
attached to or set forth on the Security), including or omitting bracketed
language as appropriate, but otherwise with only such changes as may be approved
in writing by the Company:













                                       80

<PAGE>


                        FORM OF TRANSFER CERTIFICATE FOR
                  TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL
                   SECURITY TO RESTRICTED DEFINITIVE SECURITY
            (Transfers Pursuant to ss.3.07(d)(iii) of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

                  Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of
                       Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S. $___________ principal amount of
Securities which are evidenced by one or more Regulation S Global Securities in
fully registered form (ISIN No. _____) and held with the Depositary by means of
a book-entry interest through Euroclear or Clearstream in the name of [insert
name of transferor] (the "Transferor").] The Transferor has requested a transfer
of such beneficial interest in the Regulation S Global Security to a Person that
will take delivery thereof (the "Transferee") in the form of an equal principal
amount of Securities evidenced by a Definitive Restricted Security.

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that the interests in the
Regulation S Global Security are being transferred to a Person that the
Transferor reasonably believes is purchasing the Securities for its own account,
or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is an institutional
"accredited investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
United States Securities Act of 1933, as amended (the "Securities Act"), and is
purchasing such Securities for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act, in a transaction in accordance with any applicable securities
laws of the United States or any state thereof.












                                       81

<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers of the Securities being transferred.

                                               [Insert Name of Transferor]


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


Dated:____________

cc:      MIDAMERICAN ENERGY HOLDINGS COMPANY

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

                  (g) Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, whenever any certification is to be
given by an owner of a beneficial interest in a Rule 144A Global Security
pursuant to Section 3.07(e)(iii) of this Indenture in connection with the
transfer of a beneficial interest in the Rule 144A Global Security to a Person
who wishes to take delivery thereof in the form of a Definitive Restricted
Security, such certification shall be provided substantially in the form of the
following certificate, with only such changes as shall be approved in writing by
the Company.












                                       82

<PAGE>


                          FORM OF TRANSFER CERTIFICATE
                 FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
                   SECURITY TO RESTRICTED DEFINITIVE SECURITY
                     (Transfers pursuant to ss.3.07(e)(iii)
                                of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, New York  10286

                  Re:  MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of
                       Securities]

                  Reference is hereby made to the Indenture, dated as of October
4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The
Bank of New York, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  This letter relates to U.S.$ _________ principal amount of
Securities which are evidenced by one or more Rule 144A Global Securities (CUSIP
No. __________) and held through DTC in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced by a Restricted
Definitive Security.

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that the interests in the Rule
144A Global Security are being transferred to a Person that the Transferor
reasonably believes is purchasing the Securities for its own account, or for one
or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is an institutional
"accredited investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
United States Securities Act of 1933, as amended (the "Securities Act"), and is
purchasing such Securities for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act, in a transaction in accordance with any applicable securities
laws of the United States or any state thereof.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the underwriters and initial
purchasers, if any, of the Securities being transferred.

                                               [Insert Name of Transferor]


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


Dated: ____________



                                       83

<PAGE>


cc:  MIDAMERICAN ENERGY HOLDINGS COMPANY

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Exchange Agent/Registrar,
which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

         SECTION 3.14. CUSIP and ISIN Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
or "ISIN" numbers (in either case, if then generally in use), and, if so, the
Trustee shall use "CUSIP" or "ISIN" numbers, as applicable, in notices of
redemption as a convenience to Holders; provided that the Trustee shall assume
no responsibility for the accuracy of such numbers and any such redemption shall
not be affected by any defect in or omission of such numbers.

                                  ARTICLE IV.

                     SATISFACTION, DISCHARGE AND DEFEASANCE

         SECTION 4.01. Satisfaction and Discharge of Indenture

                  This Indenture shall, on the 123rd day after the deposit
referred to in subsection (a)(ii) below has been made (or immediately if an
Opinion of Counsel is delivered to the effect described in Section
4.02(c)(iii)(3) hereof), cease to be of further effect, and the Trustee shall
execute instruments in form and substance satisfactory to itself and to the
Company acknowledging satisfaction and discharge of this Indenture, when:

                  (a) either

                      (i) all Securities theretofore authenticated and delivered
     (other than (1) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 3.08 and (2)
     Securities for whose payment money has theretofore been deposited in trust
     with the Trustee or any Paying Agent or segregated and held in trust by the
     Company and thereafter repaid to the Company or discharged from such trust,
     as provided in Section 10.03) have been delivered to the Trustee for
     cancellation; or

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



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<PAGE>


                        (1) have become due and payable, or

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

                        (3) 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,
     or

                        (4) are deemed paid and discharged pursuant to Section
     4.02,

                  and the Company, in the case of (1), (2) or (3) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount of
                  (A) money or (B) U.S. Government Obligations which through the
                  payment of interest and principal in respect thereof in
                  accordance with their terms will provide not later than one
                  day before the Stated Maturity or Redemption Date, as the case
                  may be, money, or (C) a combination of money and such U.S.
                  Government Obligations, in each case, sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal, premium, if any, and accrued and unpaid interest,
                  if any, 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;

                  (b) the Company has paid, caused to be paid or made provision
satisfactory to the Trustee for payment of all other sums payable hereunder by
the Company; and

                  (c) the Company has delivered to the Trustee an Officer's
Certificate and Opinion of Counsel 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 following rights and obligations shall survive: (i) the
obligations of the Company to the Trustee under Section 6.07(c), (ii) the
obligations of the Trustee to any Authenticating Agent under Section 6.14, (iii)
if money or U.S. Government Obligations shall have been deposited with or
received by the Trustee pursuant to Section 4.01(a)(ii) or Section 4.02, the
obligations of the Trustee under Section 4.03 and the last paragraph of Section
10.03 and (iv) any rights of registration of transfer, exchange or replacement
of Securities provided in Article III and Sections 9.06, 10.02 and 11.07.

         SECTION 4.02. Defeasance, Discharge and Covenant Defeasance

                  (a) Defeasance and Discharge of a Series of Securities. The
Company shall be deemed to have been discharged from its obligations with
respect to Outstanding Securities of any series, as provided in this Section
4.02(a), on and after the date the applicable conditions set forth in subsection
(c) hereof are satisfied (hereinafter called "Defeasance") with respect to such
Securities. For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness representing the
Outstanding Securities of such



                                       85

<PAGE>


series and to have satisfied all of its other respective obligations under the
Securities of such series and this Indenture insofar as the Securities of such
series 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: (i) the
rights of Holders of Securities of such series to receive, solely from the trust
fund described in Section 4.03 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on such
Securities of such series when payments are due, (ii) the Company's obligations
with respect to the Securities of such series under Article III and Sections
10.02 and 10.03, (iii) the rights (including, without limitation, the rights set
forth in Section 6.07), powers, trusts, duties and immunities of the Trustee
hereunder and (iv) this Article. Subject to compliance with this Article, the
Company may defease any Securities pursuant to this Section notwithstanding the
prior Covenant Defeasance of such Securities pursuant to subsection (b) hereof.

                  (b) Covenant Defeasance. On and after the date the applicable
conditions set forth in subsection (c) hereof are satisfied (hereinafter called
"Covenant Defeasance") with respect to the Outstanding Securities of any series,
(i) the Company shall be released from its obligations under Sections 8.01,
10.04 and 10.10 and any covenants established as contemplated by Section 3.01 or
adopted by any indenture supplemental hereto under Section 9.01(b) for the
benefit of the Holders of such Securities and (ii) the occurrence of any event
specified in Section 5.01(c) and Section 5.01(d) (with respect to any of the
Sections described in clause (i) above), Section 5.01(a) (solely with respect to
a Change of Control Offer), Section 5.01(e) and Section 5.01(f) shall be deemed
not to be or result in an Event of Default, in each case with respect to the
Outstanding Securities of such series as provided in this Section. For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 5.01(a) and Section 5.01(d)),
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 of such series shall be unaffected thereby.

                  (c) Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the Defeasance or the Covenant Defeasance
pursuant to this Section 4.02 of the Outstanding Securities of any series:

                        (i) the Company shall elect by Board Resolution to
     effect a Defeasance or a Covenant Defeasance pursuant to this Section 4.02
     with respect to the Outstanding Securities of any series specified in such
     Board Resolution;

                        (ii) the Company shall irrevocably have deposited or
     caused to be deposited (except as provided in Section 6.07, Section 4.03(c)
     and the last paragraph of Section 10.03) with the Trustee (specifying that
     each such deposit is pursuant to this Section 4.02) as trust funds in trust
     for the purpose of making the following payments, specifically pledged as
     security for the benefit of, and dedicated solely to, the Holders of the
     Outstanding Securities of such series, (1) money, or (2) U.S. Government
     Obligations which through the 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,



                                       86

<PAGE>


     money, or (3) a combination thereof, in each case in an amount sufficient,
     in the opinion of a nationally recognized firm of independent accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee to pay and
     discharge, the principal of and any premium and interest on the Securities
     of such series on the respective Stated Maturities (or if the Company has
     designated a Redemption Date pursuant to the next sentence of this clause
     (ii), to and including the Redemption Date so designated by the Company),
     in accordance with the terms of this Indenture and the Securities of such
     series. If the Company shall wish to deposit or cause to be deposited money
     or U.S. Government Obligations to pay or discharge the principal of (and
     premium, if any) and interest, if any, on the Outstanding Securities of
     such series to and including a Redemption Date on which all of the
     Outstanding Securities of such series are to be redeemed, such Redemption
     Date shall be irrevocably designated by a Board Resolution delivered to the
     Trustee on or prior to the date of deposit of such money or U.S. Government
     Obligations, and such Board Resolution shall be accompanied by an
     irrevocable Company Request that the Trustee give notice of such redemption
     in the name and at the expense of the Company not less than 30 nor more
     than 60 days prior to such Redemption Date in accordance with this
     Indenture;

                        (iii) the Company shall have delivered to the Trustee:

                                (1) either (A) an Opinion of Counsel to the
     effect that Holders of such Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to federal income tax on the
     same amount and in the same manner and at the same times as would have been
     the case if such deposit, defeasance and discharge had not occurred and the
     Company had paid or redeemed such Securities on the applicable dates, which
     Opinion of Counsel, in the case of a Defeasance pursuant to Section
     4.02(a), must be based upon a ruling of the Internal Revenue Service to the
     same effect or a change in applicable federal income tax law or related
     Treasury regulations after the date hereof, or (B) a ruling directed to the
     Trustee or the Company received from the Internal Revenue Service to the
     same effect as the aforementioned Opinion of Counsel;

                                (2) an Opinion of Counsel to the effect that the
     creation of the defeasance trust does not violate the Investment Company
     Act of 1940; and

                                (3) an Opinion of Counsel to the effect that
     either (A) after the passage of 123 days following the deposit referred to
     in subsection (c)(ii) of this Section 4.02, the trust fund will not be
     subject to the effect of Section 547 or 548 of the U.S. Bankruptcy Code or
     Section 15 of the New York Debtor and Creditor Law or (B) based upon
     existing precedents, if the matter were properly briefed, a court should
     hold that the deposit of moneys and/or U.S. Government Obligations as
     provided in subsection (c)(ii) of this Section 4.02 would not constitute a
     preference voidable under Section 547 or 548 of the U.S. Bankruptcy Code or
     Section 15 of the New York Debtor and Creditor Law;



                                       87

<PAGE>


                        (iv) if at such time the Securities are listed on a
     national securities exchange, the Company has delivered to the Trustee an
     Opinion of Counsel to the effect that the Securities will not be delisted
     as a result of such deposit, defeasance and discharge;

                        (v) immediately after giving effect to the deposit
     referred to in subsection (c)(ii) of this Section 4.02 on a pro forma
     basis, no Event of Default, or event that after the giving of notice or
     lapse of time or both would become an Event of Default, will have occurred
     and be continuing on the date of the deposit referred to in subsection
     (c)(ii) of this Section 4.02 or (unless an Opinion of Counsel is delivered
     to the effect described in subsection (c)(iii)(3) of this Section 4.02)
     during the period ending on the 123rd day after the date of such deposit;

                        (vi) if the Trust Indenture Act shall be applicable to
     the Securities of such series, 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);

                        (vii) such Defeasance or Covenant Defeasance shall not
     result in a breach or violation of, or constitute a default under, any
     other material agreement or instrument to which the Company is a party or
     by which it is bound; and

                        (viii) the Company shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel, stating that all
     conditions precedent with respect to such Defeasance or Covenant Defeasance
     have been complied with.

         SECTION 4.03. Application of Trust Money

                  (a) Subject to the provisions of the last paragraph of Section
10.03, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Section 4.01 or 4.02 and all money received by the Trustee in
respect of U.S. Government Obligations deposited with the Trustee pursuant to
Section 4.01 or 4.02, 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 of (and premium, if any) and interest, if any, on the Securities
for whose payment such money has been deposited with or received by the Trustee.

                  (b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the Trustee
or the trust created hereby with respect to U.S. Government Obligations
deposited pursuant to Sections 4.01 or 4.02 or the interest and principal
received in respect thereof other than any such tax, fee or other charge which
by law is payable by or on behalf of Holders.

                  (c) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any monies or U.S. Government Obligations held by
it as provided in Section 4.01 or 4.02 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of



                                       88

<PAGE>


the amount thereof which, at the time of such certification, would have been
required to be deposited to effect the discharge of the Indenture or of any
series of Securities, or the Defeasance or Covenant Defeasance of the Securities
of any series, as the case may be. This paragraph (c) shall not authorize the
sale by the Trustee of any U.S. Government Obligations held under this
Indenture.

         SECTION 4.04. 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 4.01 or 4.02 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 4.03 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.

                                   ARTICLE V.

                                    REMEDIES

         SECTION 5.01. Events of Default

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events:

                  (a) default as to the payment of principal of (or premium, if
any, on) any Security of that series or as to any payment required in connection
with a Change of Control;

                  (b) default as to the payment of interest on any Security of
that series for 30 days after payment is due;

                  (c) failure to make a Change of Control Offer as required
under Section 10.10 hereof or a failure to purchase Securities of that series
tendered in respect of such Change of Control Offer;

                  (d) default in the performance, or breach, of any covenant,
agreement or warranty of the Company contained in this Indenture and the
Securities of that series (other than a default in performance, or breach, of a
covenant, agreement or warranty otherwise specifically addressed by this Section
5.01) and such failure continues for 30 days after written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder is given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least a majority in
aggregate principal amount of Outstanding Securities of that series, as provided
in this Indenture;



                                       89

<PAGE>


                  (e) default on any other Debt of the Company or any
Significant Subsidiary (other than Debt that is Non-Recourse) if either (i) such
default results from failure to pay principal of such Debt in excess of $100
million when due after any applicable grace period or (ii) as a result of such
default, the maturity of such Debt has been accelerated prior to its scheduled
maturity and such default has not been cured within the applicable grace period,
and such acceleration has not been rescinded, and the principal amount of such
Debt, together with the principal amount of any other Debt of the Company and
its Significant Subsidiaries (not including Debt that is Non-Recourse) that is
in default as to principal, or the maturity of which has been accelerated,
aggregates $100 million or more;

                  (f) the entry by a court of one or more judgments or orders
against the Company or any Significant Subsidiary for the payment of money that
in the aggregate exceeds $100 million (excluding (i) the amount thereof covered
by insurance or by a bond written by a Person other than an Affiliate of the
Company and (ii) any judgment that is Non-Recourse), which judgments or orders
have not been vacated, discharged or satisfied or stayed pending appeal within
60 days from the entry thereof, provided that such a judgment or order will not
be an Event of Default if such judgment or order does not require any payment by
the Company;

                  (g) the entry by a court having jurisdiction in the premises
of (i) a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or (ii) a
decree or order adjudging the Company or any Significant Subsidiary bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary or of any
substantial part of the property of the Company or any Significant Subsidiary,
or ordering the winding up or liquidation of the affairs of the Company or any
Significant Subsidiary, and any such decree or order for relief or any such
other decree or order shall continue unstayed and in effect for a period of 60
consecutive days; or

                  (h) commencement by the Company or any Significant Subsidiary
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 the
Company or any Significant Subsidiary to the entry of a decree or order for
relief in respect of the Company or any Significant Subsidiary 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 the Company or any Significant Subsidiary,
or the filing by the Company or any Significant Subsidiary of a petition or
answer or consent seeking reorganization or relief under any such applicable
Federal or State law, or the consent by the Company or any Significant
Subsidiary to the filing of such petition or to the appointment of or the taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any Significant Subsidiary of any
substantial part of its property, or the making by the Company or any
Significant Subsidiary of an assignment of the benefit of creditors, or the
taking of action by the Company or any Significant Subsidiary in furtherance of
any such action.



                                       90

<PAGE>


         SECTION 5.02. Acceleration of Maturity; Rescission and Annulment

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then either the Trustee
or (i) in the case of an Event of Default described under subsection (a) or (b)
of Section 5.01 above, the Holders of at least 33% in aggregate principal amount
of the Outstanding Securities, or (ii) in the case of any other Event of
Default, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof), and any interest accrued thereon, of all of the Securities 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 described under subsection (g) or (h) of Section 5.01 occurs,
the entire principal amount of the Outstanding Securities, plus any accrued
interest thereon, shall become immediately due and payable without any action by
the Trustee, the Holders or any other Person.

                  At any time after such declaration of acceleration with
respect to Securities of any series has been made, but before a judgment or
decree for payment of money has been obtained by the Trustee as hereinafter in
this Article provided, if all Events of Default with respect to Securities have
been cured or waived (other than the non-payment of principal of the Securities
which has become due solely by reason of such declaration of acceleration),
then, and in every such case, the Holders of a majority in aggregate principal
amount of the Outstanding Securities may, by written notice to the Company and
the Trustee, rescind and annul such declaration and its consequences on behalf
of all of the Holders, but no such rescission or annulment shall affect any
subsequent default or impair any right consequent thereon.

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

         SECTION 5.03. Collection of Debt and Suits for Enforcement by Trustee

                  The Company covenants that if

                  (a) default is made in the payment of any interest on any
Security of a series when such interest becomes due and payable and such default
continues for a period of 30 days, or



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                  (b) default is made in the payment of the principal of (or
premium, if any, on) any Security of a series at the Stated Maturity thereof or
in any payment on such Security required in connection with a Change of Control,
the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities of such series, the whole amount then due and
payable on such Securities of such series for principal (and premium, if any)
and interest, if any, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
any overdue interest, at the rate or rates prescribed therefor in such
Securities of such series, 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 the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                  If any 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.

         SECTION 5.04. Trustee May File Proofs of Claim

                  In case of the pendency of any receivership, insolvency,
liquidation (other than a solvent liquidation), bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

                  (b) 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



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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 6.07.

                  Nothing herein contained 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.

         SECTION 5.05. 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 5.06. Application of Money Collected

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order with respect to the Securities of any
series, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) 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 6.07;

                  SECOND: In case the principal and premium, if any, of the
Securities of such series in respect of which moneys have been collected shall
not have become and be then due and payable, to the payment of interest, if any,
on the Securities of such a series in default in the order of the maturity of
the installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee and to the extent permitted by law)
upon the overdue installments of interest at the rate prescribed therefor in
such Securities, such payments to be made ratably to the Persons entitled
thereto, without discrimination or preference;

                  THIRD: In case the principal or premium, if any, of the
Securities of such series in respect of which moneys have been collected shall
have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for
principal and premium, if any, and interest, if any, with interest upon the
overdue principal and premium, if any, and (to the extent that such interest has
been collected by the Trustee and to the extent permitted by law) upon overdue
installments of interest at the rate prescribed therefor in the Securities of
such series; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities of such series, then to the
payment of such principal and any premium and interest, without preference or
priority of principal over interest, or of interest over principal or premium,
or of any installment of interest



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over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal
and any premium and accrued and unpaid interest; and

                  FOURTH: To the payment of the remainder, if any, to the
Company.

         SECTION 5.07. 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

                  (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities;

                  (b) (i) in the case of an Event of Default described under
subsection (a) or (b) of Section 5.01 above, the Holders of at least 33% in
aggregate principal amount of the Outstanding Securities, or (ii) in the case of
any other Event of Default, the Holders of a majority in aggregate principal
amount of the Outstanding Securities, 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;

                  (c) such Holder or Holders have offered to the Trustee
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

                  (d) the Trustee for 90 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 90-day period by the Holders of a majority
in principal amount of the Outstanding Securities;

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 such
Holders.

         SECTION 5.08. Unconditional Right of Holders to Receive Principal,
                       Premium and Interest

                  Subject to Section 5.07, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 3.11) interest, if
any, on such Security on the Stated Maturity or 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.



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         SECTION 5.09. 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 Company, the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

         SECTION 5.10. 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 3.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         SECTION 5.11. 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 5.12. Control by Holders

                  The Holders of a majority in principal amount of the
Outstanding Securities 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, provided that

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture,

                  (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

                  (c) the action so directed would not be prejudicial to Holders
of any other series of Outstanding Securities not taking part in such action;
provided, further, that the Trustee shall be under no obligation to determine
whether any such direction shall be so prejudicial.



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         SECTION 5.13. Waiver of Past Defaults

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past default hereunder and its consequences, except a
default

                  (a) in the payment of the principal of (or premium, if any) or
interest, if any, on any Security, or in any payment on such Security required
in connection with a Change of Control, or

                  (b) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of
each Outstanding Security 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 5.14. Undertaking for Costs

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, 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 or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant
in such suit, but the provisions of this Section 5.14 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security on or after the Stated Maturity or Maturities
expressed in such Security.

                                   ARTICLE VI.

                                   THE TRUSTEE

         SECTION 6.01. Certain Duties and Responsibilities

                  (a) Except during the continuance of a default with respect to
the Securities of any series,

                      (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and



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                      (ii) 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 any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall 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 any mathematical calculations or
         other facts stated therein).

                  (b) In case a default has occurred and is continuing, the
Trustee shall exercise such of 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 man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                      (i) this subsection shall not be construed to limit the
         effect of subsection (a) of this Section;

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

                      (iii) no provision of this Indenture shall require the
         Trustee to spend 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 repayment of such funds or
         adequate indemnity against such risk or liability satisfactory to the
         Trustee has not been assured to it; and

                      (iv) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of not less than a majority in
         principal amount of the Outstanding Securities of any series,
         determined as provided in Section 5.12, relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to the Securities of such series.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct of, or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.01.

         SECTION 6.02. Notice of Defaults

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series notice of such default hereunder
known to the Trustee, unless such default shall have been



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cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or a Responsible Officer of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 5.01(d) 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
6.02, 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 6.03. Certain Rights of Trustee

                  Subject to the provisions of Section 6.01:

                  (a) the Trustee may conclusively rely and shall be fully
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 (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order or as
otherwise expressly provided herein and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;

                  (c) 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;

                  (d) the Trustee may consult with counsel of its selection, and
the 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;

                  (e) the Trustee shall be under no obligation to expend or risk
its own funds or to exercise, at the request or direction of any of the Holders,
any of the rights or powers vested in it by this Indenture pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled
upon reasonable prior request and



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during normal business hours to examine the books, records and premises of the
Company, personally or by agent or attorney at the expense of the Company and
shall incur no liability of any kind by reason of such inquiry or investigation;

                  (g) 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 shall not be liable for the actions or omissions of such
agents appointed by it with due care;

                  (h) the Trustee shall not be charged with knowledge of any
default or Event of Default, as the case may be, with respect to the Securities
of any series unless either (i) a Responsible Officer of the Trustee shall have
actual knowledge of the default or an Event of Default, as the case may be, or
(ii) written notice of such default or Event of Default, as the case may be,
shall have been given to the Trustee by the Company pursuant to Section 10.05
hereof, by any other obligor on such Securities or by any Holder of such
Securities; and

                  (i) 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 each agent, custodian and other Person employed
to act hereunder.

         SECTION 6.04. 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 nor any
party hereto (other than the Company) 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 nor any party hereto (other than the Company) shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

         SECTION 6.05. May Hold Securities

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Exchange Agent/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 6.08 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Exchange Agent/Registrar or such other agent.

         SECTION 6.06. 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.



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         SECTION 6.07. Compensation and Reimbursement

                  The Company agrees

                  (a) to pay to the Trustee from time to time such compensation
as is agreed upon in writing, which compensation shall not be limited by any
provision of law regarding compensation of the trustee of an express trust;

                  (b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel, which compensation, expenses and
disbursements shall be set forth in reasonable written detail), except any such
expense, disbursement or advance shall be determined to have been caused by its
or their own negligence or bad faith; and

                  (c) to indemnify each of the Trustee, its officers, directors
and employees for, and to hold each of them harmless against, any loss,
liability or expense incurred without negligence, bad faith, or willful
misconduct on its or their 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 or themselves against any claim or
liability in connection with the exercise or performance of any of its or their
powers or duties hereunder. Obligations under this Section 6.07(c) will survive
the satisfaction and discharge of this Indenture pursuant to Section 4.01
hereof.

         SECTION 6.08. Disqualification; Conflicting Interests

                  If the Trust Indenture Act shall be applicable to a series of
Securities issued hereunder and the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, then the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

         SECTION 6.09. Corporate Trustee Required; Eligibility

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under the Trust Indenture Act and which shall have a
combined capital and surplus of at least $50,000,000. If the Trustee does not
have an office in The City of New York, the Trustee may appoint an agent in The
City of New York reasonably acceptable to the Company to conduct any activities
which the Trustee may be required under this Indenture to conduct in The City of
New York. If the Trustee does not have an office in The City of New York or has
not appointed an agent in The City of New York, the Trustee shall be a
Participant in DTC and in the FAST distribution systems. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of a United States federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section 6.09, the combined capital and surplus of such corporation 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 shall cease to be
eligible in accordance with the provisions of this Section 6.09, the Trustee
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.



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         SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee

                  (a) 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 6.11.

                  (b) 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 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series, subject to Section 6.09.

                  (c) 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 the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
such removal, the Trustee subject to such removal may petition at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series, subject to
Section 6.09.

                  (d) If at any time:

                      (i) the Trustee shall fail to comply with section 310(b)
         of the Trust Indenture Act pursuant to Section 6.08, with respect to
         any series of Securities to which the Trust Indenture Act may be
         applicable, 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

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

                      (iii) 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, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (2) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the 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



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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 6.11. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company and
accepted appointment in the manner required by Section 6.11, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (f) 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
by giving notice in the manner provided in Section 1.06. 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 6.11. Acceptance of Appointment by Successor

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall 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.

                  (b) 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




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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 upon payment of its charges hereunder 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.

                  (c) 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 paragraph (a) or (b) of this Section 6.11, as the case may be.

                  (d) 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 6.12. Merger, Conversion, Consolidation or Succession to
                       Business

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

         SECTION 6.13. Preferential Collecting of Claims Against Company

                  (a) Subject to subsection (b) of this Section 6.13, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
subsection (c) of this Section 6.13, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually, the
Holders of the Securities and the holders of other indenture securities, as
defined in subsection (c) of this Section 6.13:

                      (i) an amount equal to any and all reductions in the
         amount due and owing upon any claim as such creditor in respect of
         principal or interest effected after the beginning of such three-month
         period and valid as against the Company and its other creditors, except
         any such reduction resulting from the receipt or disposition of any
         property described in paragraph (ii) of this subsection (a), or from
         the exercise of any right of set-off which the Trustee could have
         exercised if a petition in bankruptcy had been applied by or against
         the Company upon the date of such default; and

                      (ii) all property received by the Trustee in respect of
         any claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such three-month period, or an amount equal to the




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         proceeds of any such property, if disposed of, subject, however, to the
         rights, if any, of the Company and its other creditors in such property
         or such proceeds.

                  Nothing herein contained, however, shall affect the right of
the Trustee:

                      (1) to retain for its own account (A) payments made on
         account of any such claim by any Person (other than the Company) who is
         liable thereon, and (B) the proceeds of the bona fide sale of any such
         claim by the Trustee to a third Person, and (C) distributions made in
         cash, securities or other property in respect of claims filed against
         the Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Act or applicable
         State law;

                      (2) to realize, for its own account, upon any property
         held by it as security for any such claim, if such property was so held
         prior to the beginning of such three-month period;

                      (3) to realize, for its own account, but only to extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such three-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in subsection (c) of this Section 6.13,
         would occur within three months; or

                      (4) to receive payment on any claim referred to in
         paragraph (2) or (3) of this subsection, against the release of any
         property held as security for such claim as provided in paragraph (2)
         or (3), as the case may be, to the extent of the fair value of such
         property.

                  For the purposes of paragraphs (2), (3) and (4) of this
Section 6.13, property substituted after the beginning of such three-month
period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as
the property released, and, to the extent that any claim referred to in any of
such paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any preexisting claim of the Trustee as such
creditor, such claim shall have the same status as such pre-existing claim.

                  If the Trustee shall be required to account for the funds and
property held in such special account, the proceeds thereof shall be apportioned
among the Trustee, the Holders and the holders of other indenture securities in
such manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, as applicable, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the



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Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, as applicable,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, as applicable, whether such distribution is made in cash,
securities or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim.

                  Any Trustee which has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
Section 6.13 as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection if and only if
the following conditions exist:

                      (i) the receipt of property or reduction of claim, which
         would have given rise to the obligation to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such three-month
         period; and

                      (ii) such receipt of property or reduction of claim
         occurred within three months after such resignation or removal.

                  (b) There shall be excluded from the operation of subsection
(a) of this Section 6.13 a creditor relationship arising from:

                      (i) the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                      (ii) advances authorized by a receivership or bankruptcy
         court of competent jurisdiction or by this Indenture, for the purpose
         of preserving any property which shall at any time be subject to the
         lien of this Indenture or of discharging tax liens or other prior liens
         or encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                      (iii) disbursements made in the ordinary course of
         business in the capacity of trustee under an indenture, transfer agent,
         registrar, custodian, paying agent, fiscal agent or depository, or
         other similar capacity;

                      (iv) an indebtedness created as a result of services
         rendered or premises rented; or an indebtedness created as a result of
         goods or securities sold in a cash transaction, as defined in
         subsection (c) of this Section 6.13;

                      (v) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and



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                      (vi) the acquisition, ownership, acceptance or negotiation
         of any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper, as defined in
         subsection (c) of this Section 6.13.

                  (c) For the purposes of this Section 6.13 only:

                      (i) the term "default" means any failure to make payment
         in full of the principal of or interest on any of the Securities or
         upon the other indenture securities when and as such principal or
         interest becomes due and payable;

                      (ii) the term "other indenture securities" means
         securities upon which the Company is an obligor (as defined in the
         Trust Indenture Act) outstanding under any other indenture (1) under
         which the Trustee is also trustee, (2) which contains provisions
         substantially similar to the provisions of this Section 6.13, and (3)
         under which a default exists at the time of the apportionment of the
         funds and property held in such special account;

                      (iii) the term "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;

                      (iv) the term "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacturing, shipment, storage or sale of
         goods, wares or merchandise and which is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares or
         merchandise or the receivables or proceeds arising from the sale of the
         goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously with
         the creation of the creditor relationship with the Company arising from
         the making, drawing, negotiating or incurring of the draft, bill of
         exchange, acceptance or obligation;

                      (v) the term "Company" means any obligor upon the
         Securities; and

                      (vi) the term "Federal Bankruptcy Act" means the
         Bankruptcy Code or Title 11 of the United States Code.

         SECTION 6.14. Authenticating Agents

                  From time to time the Trustee, with the prior written approval
of the Company, may appoint one or more Authenticating Agents with respect to
one or more series of Securities with power to act on the Trustee's behalf and
subject to its direction in the authentication and delivery of Securities of
such series issued upon original issuance and upon exchange, registration of
transfer or partial redemption thereof or in connection with transfers and
exchanges under Sections 3.04, 3.05, 3.06, 3.07, 3.08 and 11.07 as fully to all
intents and purposes as though the Authenticating Agent had been expressly
authorized by those Sections of this Indenture to authenticate and deliver
Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant to



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this Section 6.14 shall be deemed to be authentication and delivery of such
Securities "by the Trustee". Each such 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, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority.
If such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
6.14 the combined capital and surplus of such corporation 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 6.14, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 6.14.

                  Any corporation into which any Authenticating Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation or to which any Authenticating Agent shall be a
party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.14, without the execution or filing of any paper or any further act on
the part of the parties hereto or the Authenticating Agent or such successor
corporation.

                  An Authenticating Agent may resign at any time by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any Authenticating Agent by giving written
notice of termination 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 any Authenticating Agent shall cease to be eligible under this Section
6.14, the Trustee may appoint a successor Authenticating Agent with the prior
written approval of the Company and shall mail notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as the names and addresses of such Holders appear on the
Security Register. 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 6.14.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14 as
may be agreed in a separate writing among the Company, the Trustee and such
Authenticating Agent, and the Trustee shall be entitled to be reimbursed for
such payments pursuant to Section 6.07.

                  If an appointment with respect to one or more series of
Securities is made pursuant to this Section 6.14, the Securities of such series
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:




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                  This is one of the Securities of the series designated herein
referred to in the within mentioned Indenture.

                                          The Bank of New York,
                                              as Trustee
                                              as Authenticating Agent


Dated:__________                          By:
                                             ----------------------------------
                                                     Authorized Signatory




                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders

                  The Company will furnish or cause to be furnished to the
Trustee with respect to the Registered Securities of each series

                  (a) semi-annually, not later than 15 days after each Regular
Record Date, or, in the case of any series of Registered Securities on which
semi-annual interest is not payable, not more than 15 days after such
semi-annual dates as may be specified by the Trustee, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders as
of such Regular Record Date or semi-annual date, as the case may be, and

                  (b) 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;

provided, however, that if and so long as the Trustee is Security Exchange
Agent/Registrar for any series of Registered Securities, no such list shall be
required to be furnished with respect to any such series.

         SECTION 7.02. 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 7.01 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Exchange Agent/Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.



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         SECTION 7.03. Reports by Trustee

                  (a) Within 60 days after the initial Regular Record Date of
each calendar year, commencing in 2003, the Trustee shall transmit by mail to
all Holders of Securities a brief report, dated as of such date, of such year
with respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

                      (i) any change to its eligibility under Section 6.09 and
         its qualifications under Section 6.08;

                      (ii) the creation of or any material change to a
         relationship specified in Section 6.08;

                      (iii) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to report such advances
         if such advances so remaining unpaid aggregate not more than one-half
         of one percent of the principal amount of the Securities outstanding on
         the date of such report;

                      (iv) any change to the amount, interest rate and maturity
         date of all other indebtedness owing by the Company (or by any other
         obligor on the Securities) to the Trustee in its individual capacity,
         on the date of such report, with a brief description of any property
         held as collateral security therefor, except an indebtedness based upon
         a creditor relationship arising in any manner described in Sections
         6.13(b)(ii), (iii), (iv) or (vi);

                      (v) any change to the property and funds, if any,
         physically in the possession of the Trustee as such on the date of such
         report;

                      (vi) any additional issue of Securities which the Trustee
         has not previously reported; and

                      (vii) any action taken by the Trustee in the performance
         of its duties hereunder which it has not previously reported and which
         in its opinion materially affects the Securities, except action in
         respect of a default, notice of which has been or is to be withheld by
         the Trustee in accordance with Section 6.02.

                  (b) The Trustee shall transmit by mail to all Holders of
Securities a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to subsection (a) of this Section 7.03 (or if no
such report has yet been so transmitted, since the date of execution of this
Indenture) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported



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pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the securities outstanding at
such time, such report to be transmitted within 90 days after such time.

                  (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each U.S. stock exchange
upon which any Securities are listed and with the Company. The Company will
notify the Trustee when any Securities are listed on any U.S. stock exchange.

         SECTION 7.04. 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.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

                                 ARTICLE VIII.

                CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

         SECTION 8.01. Company May Consolidate, Etc. Only on Certain Terms

                  (a) So long as any of the Securities are Outstanding, the
Company shall not consolidate with or merge with or into any other Person, or
convey, transfer or lease its consolidated properties and assets substantially
as an entirety to any Person, or permit any Person to merge into or consolidate
with the Company, unless:

                      (i) the Company is the surviving or continuing corporation
         or the surviving or continuing corporation or purchaser or lessee is a
         corporation incorporated under the laws of the United States, one of
         the States thereof or the District of Columbia or Canada and assumes
         the Company's obligations under the Securities and under this
         Indenture; and

                      (ii) immediately before and after such transaction, no
         Event of Default shall have occurred and be continuing.

                  (b) Except for a sale of the consolidated properties and
assets of the Company substantially as an entirety pursuant to subsection (a) of
this Section 8.01, and other than properties or assets required to be sold to
conform with laws or governmental regulations, the Company shall not, directly
or indirectly, sell or otherwise dispose of any of its consolidated properties
or assets (other than short-term, readily marketable investments purchased for
cash



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management purposes with funds not representing the proceeds of other asset
sales) if on a pro forma basis, the aggregate net book value of all such sales
during the most recent 12-month period would exceed 10% of Consolidated Net
Tangible Assets computed as of the end of the most recent quarter preceding such
sale; provided, however, that any such sales shall be disregarded for purposes
of this 10% limitation if the net proceeds are invested in properties or assets
in similar or related lines of business of the Company and its Subsidiaries,
including, without limitation, any of the lines of business in which the Company
or any of its Subsidiaries is engaged on the date of such sale or disposition,
and, provided, further, that the Company may sell or otherwise dispose of
consolidated properties and assets in excess of such 10% limitation if the net
proceeds from such sales or dispositions, which are not reinvested as provided
above, are retained by the Company as cash or Cash Equivalents or used to retire
Indebtedness for Borrowed Money of the Company (other than Indebtedness for
Borrowed Money which is subordinated to the Securities) and its Subsidiaries.

         SECTION 8.02. Successor Corporation to be Substituted

                  Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, 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 the
predecessor entity shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indenture without Consent of Holders

                  Without the consent of any Holders, the Company 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:

                  (a) to evidence the succession of another entity to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities;

                  (b) 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;

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



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                  (d) 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 facilitate the issuance
of Securities in uncertificated form, or to permit or facilitate the issuance of
extendible Securities;

                  (e) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only as to the Securities of any series created by such supplemental indenture
and Securities of any series subsequently created to which such change or
elimination is made applicable by the subsequent supplemental indenture creating
such series;

                  (f) to secure the Securities pursuant to the requirements of
Section 10.04 or otherwise;

                  (g) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01;

                  (h) 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
6.11(b);

                  (i) to provide for any rights of the Holders of Securities of
any series to require the repurchase of Securities of such series by the
Company;

                  (j) to modify the restrictive legends set forth on the face of
the form of Security in Section 2.02 or as are otherwise set forth pursuant to
Section 2.01 and 3.01, or modify the forms of certificates set forth in Section
3.11; provided, however, that any such modification shall not materially and
adversely affect the interests of the Holders of the Securities;

                  (k) to amend this Indenture to conform to the provisions of
the Trust Indenture Act as in effect at the time of the execution of such
supplemental indenture;

                  (l) to cure any ambiguity, omission or defect, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided such action shall not
materially and adversely affect the interests of the Holders of Securities of
any series; or

                  (m) to modify, alter, amend or supplement this Indenture in
any other respect which is not materially adverse to Holders, which does not
involve a change described in clauses (a), (b) or (c) of Section 9.02 hereof and
which, in the judgment of the Trustee, is not to the prejudice of the Trustee,
or in order to provide for the duties, responsibilities and compensation of the
Trustee as a transfer agent in the event one registered Security of any series
is issued in the aggregate principal amount of all outstanding Securities of
such series in which Holders will hold an interest.



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         SECTION 9.02. Supplemental Indentures with Consent of Holders

                  (a) With the consent of the Holders of not less than a
majority in aggregate 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 or pursuant to 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, (i) extend the Stated Maturity of the principal of, or any installment
of principal of or interest, if any, on, any Security, (ii) reduce the principal
amount thereof or the interest rate thereon, (iii) reduce any premium payable
upon the redemption or purchase thereof, (iv) 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 (v) modify
the obligations of the Company in connection with a Change of Control or the
definitions related thereto; provided, further, that no such supplemental
indenture shall, without the consent of the Holders of all series of Securities
Outstanding, 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.

                  (b) 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.

                  (c) It shall not be necessary for any Act of Holders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         SECTION 9.03. 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 provided
with, and (subject to Section 6.01) 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 9.04. Effect of Supplemental Indentures

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form



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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 9.05. Conformity with Trust Indenture Act

                  Every supplemental indenture executed pursuant to this Article
shall, if so required by the Trust Indenture Act, conform to the requirements of
the Trust Indenture Act as then in effect.

         SECTION 9.06. 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 X.

                                    COVENANTS

         SECTION 10.01. Payment of Principal, Premium, if any, 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
premium, if any) and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. An installment of principal
of or interest on the Securities of a series shall be considered paid on the
date it is due if the Trustee or Paying Agent holds at 11:00 a.m. New York City
time on that date money deposited by the Company in immediately available funds
and designated for, and sufficient to pay, the installment in full.

                  Neither the Company nor any agent of the Company (including
but not limited to the Paying Agent) will have any responsibility or liability
for any aspect relating to payments made or to be made by the Depositary to DTC
in respect of the Global Securities of a series or the beneficial interests
therein, subject only to limited indemnification rights of the Depository. None
of the Company, the Trustee, the Paying Agent, the Depositary or any agent of
any of the foregoing will have any responsibility or liability for any aspect
relating to payments made or to be made by DTC on account of a Participant's or
an Indirect Participant's ownership of a beneficial interest in a Global
Security or for maintaining, supervising or reviewing any records relating to a
Participant's interests in such Global Security.

         SECTION 10.02. Maintenance of Office or Agency

                  The Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities of any series may be
presented or surrendered for payment, and where notices and demands to or upon
the Company in respect of the Securities of such



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series and this Indenture may be served and an office or agency of a Security
Exchange Agent/Registrar in such Place of Payment where Securities may be
surrendered for registration of transfer or exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of any 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, all 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 Paying Agent as its agent to receive all such
presentations, surrenders, notices and demands. In the event any such notice or
demands are so made or served on the Paying Agent, the Paying Agent shall
promptly forward copies thereof to the Company and the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside of such Place of Payment) where the
Securities of one or more series and any appurtenant coupons may be presented or
surrendered for any or all of 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 any series of Securities for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation and any change in the location of any such other office or agency.

         SECTION 10.03. 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 (and premium, if any) or interest, if any, 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 premium, if
any) or interest, if any, 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, no later than 10:00 a.m. New York City Time,
on each due date of the principal of (and premium, if any) or interest, if any,
on any Securities of that series, deposit with a Paying Agent a sum in
immediately available funds sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto.

                  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 10.03, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest, if any, on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;



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                  (b) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; and

                  (c) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

                  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 the Company or by any Paying Agent
to the Trustee, the Company or such Paying Agent, as the case may be, 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 (and
premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) 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.

         SECTION 10.04. Limitation on Liens

                  The Company shall not pledge, mortgage, hypothecate or permit
to exist any mortgage, pledge or other Lien upon any property or assets at any
time directly owned by the Company to secure any Indebtedness for Borrowed
Money, without making effective provisions whereby the Outstanding Securities
shall be equally and ratably secured with any and all such Indebtedness for
Borrowed Money and with any other Indebtedness for Borrowed Money similarly
entitled to be equally and ratably secured; provided, however, that this Section
10.04 shall not apply to or prevent the creation or existence of:

                  (a) any Liens existing prior to the issuance of the
Securities;

                  (b) purchase money Liens which do not exceed the cost or value
of the purchased property or assets;

                  (c) any Liens not to exceed 10% of Consolidated Net Tangible
Assets; and

                  (d) any Liens on property or assets granted in connection with
extending, renewing, replacing or refinancing in whole or in part the
Indebtedness for Borrowed Money (including, without limitation, increasing the
principal amount of such Indebtedness for Borrowed Money) secured by Liens
described in the foregoing clauses (a) through (c), provided that the Liens in
connection with any such extension, renewal, replacement or refinancing will be
limited to the specific property or assets that was subject to the original
Lien.



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<PAGE>


                  In the event that the Company proposes to pledge, mortgage,
hypothecate or permit to exist any mortgage, pledge or other Lien upon any
property or assets at any time directly owned by the Company to secure any
Indebtedness for Borrowed Money, other than as permitted by clauses (a) through
(d) of the previous paragraph, the Company will give prior written notice
thereof to the Trustee in accordance with Section 1.05 and the Company will,
prior to or simultaneously with such pledge, mortgage or hypothecation,
effectively secure all the Securities equally and ratably with such Indebtedness
for Borrowed Money.

                  The provisions of this Section 10.04 shall not restrict the
ability of the Company's Subsidiaries or the Company's Affiliates to pledge,
mortgage, hypothecate or permit to exist any mortgage, pledge or Lien upon their
property or assets in connection with project financings or otherwise.

         SECTION 10.05. Statement by Officers as to Default

                  The Company shall give the Trustee notice, in the form of an
Officers' Certificate, of any Event of Default or of any condition or event
which, with the giving of notice or the lapse of time or both, would constitute
an Event of Default within five (5) days after the occurrence of such Event of
Default, condition or event becomes known to the Company, and of the measures it
is taking to remedy such Event of Default, condition or event.

                  The Company will deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate, stating
that in the course of the performance by the signers thereof of their duties as
officers of the Company they would normally have knowledge of any default by the
Company in the performance and observance of any of the covenants contained in
the Indenture, stating whether or not the signers have knowledge of any such
default without regard to any period of grace or requirement of notice and, if
so, specifying each such default of which such signer has knowledge and the
nature thereof.

         SECTION 10.06. Modification or Waiver of Certain Covenants

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in this Indenture with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either modify the covenant or
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, provided that no such modification shall (a)
without the consent of each holder of Securities of such series so affected (i)
extend the Stated Maturity of the principal of, or any installment of principal
of or interest, if any, on, any Security, (ii) reduce the principal amount
thereof or the interest rate thereon, (iii) reduce any premium payable upon the
redemption or purchase thereof, (iv) 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 (v) modify the
obligations of the Company in connection with a Change of Control or the
definitions related thereto or (b) without the consent of the Holders of all
series of Securities Outstanding, 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



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provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture. The Securities owned by the Company
or any of its Affiliates shall be deemed not to be Outstanding for, among other
purposes, consenting to any such modification.

         SECTION 10.07. Further Assurances

                  The Company and the Trustee shall execute and deliver all such
other documents, instruments and agreements and do all such other acts and
things as may be reasonably required to enable the Trustee to exercise and
enforce its rights under this Indenture and under the documents, instruments and
agreements required under this Indenture and to carry out the intent of this
Indenture.

         SECTION 10.08. Copies Available to Holders

                  Copies of this Indenture shall be furnished only to Holders
upon the written request of such Holder, without change, provided that such
written request is made to the Company in accordance with Section 1.05.

         SECTION 10.09. Reports by Company

                  (a) So long as the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and any Securities are
Outstanding, the Company shall file with the Commission, or cause to be filed
with the Commission, and provide copies to the Trustee and the Holders of the
Securities of, the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by rules or regulations
prescribe) required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, as applicable.

                  (b) Notwithstanding that the Company may not be required to be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, from and after the date of effectiveness of any registration statement
required to be filed by the Company pursuant to any Registration Rights
Agreement or otherwise relating to a particular series of Securities, the
Company shall file with the Commission or cause to be filed with the Commission
and provide copies to the Trustee (and, if the Company is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, to the
Holders of the Securities) with the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) that the Company is (or would be if it were still so
subject) required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act.

                  (c) If the reporting requirements of Section 13 or 15(d) of
the Exchange Act cease to apply to the Company and any Securities are
Outstanding, the Company will provide, without charge, upon the written request
of (i) a Holder of any Securities or (ii) a prospective Holder of any of the
Securities who is a QIB and is designated by an existing Holder of any of the
Securities (in each case, with a copy to the Trustee), with the information with
respect to the Company required to be delivered under Rule 144A(d)(4) under the
Securities Act to enable resales of the Securities to be made pursuant to Rule
144A. The Company shall also comply with the other provisions of ss. 314(a) of
the Trust Indenture Act.



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                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

         SECTION 10.10. Purchase of Securities Upon Change of Control

                  (a) Upon the occurrence of a Change of Control, each Holder of
the Securities of each series will have the right to require that the Company
repurchase such Holder's Securities of such series at a purchase price in cash
equal to 101% of the principal thereof on the date of purchase plus accrued
interest, if any, to the date of purchase.

                  (b) Within 30 days following a Change of Control, the Company
will mail a notice to each holder of Securities, with a copy to the Trustee,
stating:

                      (i) that a Change of Control has occurred and that such
     Holder has the right to require the Company to purchase such Holder's
     Securities at the purchase price described in subsection (a) of this
     Section 10.10 (the "Change of Control Offer");

                      (ii) the circumstances and relevant facts regarding such
     Change of Control (including information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control);

                      (iii) the purchase date (which will be not earlier than 30
     days nor later than 60 days from the date such notice is mailed) (the
     "Purchase Date");

                      (iv) that after the Purchase Date interest on such
     Security will continue to accrue (except as provided in paragraph (v));

                      (v) that any Security properly tendered pursuant to the
     Change of Control Offer will cease to accrue interest after the Purchase
     Date (assuming sufficient moneys for the purchase thereof are deposited
     with the Trustee);

                      (vi) that Holders electing to have a Security of any
     series purchased pursuant to a Change of Control Offer will be required to
     surrender the Security of such series, with the form entitled "Option of
     Holder To Elect Purchase" on the reverse of the Security completed, to the
     Paying Agent at the address specified in the notice prior to the close of
     business on the fifth Business Day prior to the Purchase Date;

                      (vii) that a Holder will be entitled to withdraw such
     Holder's election if the Paying Agent receives, not later than the close of
     business on the third Business Day (or such shorter periods as may be
     required by applicable law) preceding the Purchase Date, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of Securities of such series the Holder delivered for
     purchase, and a statement that such Holder is withdrawing his election to
     have such Securities of such series purchased; and



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                      (viii) that Holders that elect to have their Securities of
     any series purchased only in part will be issued new Securities having a
     principal amount equal to the portion of the Securities of the series that
     were surrendered but not tendered and purchased.

                  (c) On the Purchase Date, the Company shall (1) accept for
payment all Securities of any series or portions thereof tendered pursuant to
the Change of Control Offer, (2) deposit with the Trustee money sufficient to
pay the purchase price of all Securities of such series or portions thereof so
tendered for purchase and (3) deliver or cause to be delivered to the Trustee
the Securities of such series properly tendered together with an officer's
certificate identifying the Securities of such series or portions thereof
tendered to the Company for purchase. The Trustee will promptly mail, to the
Holders of the Securities of such series properly tendered and purchased,
payment in an amount equal to the purchase price, and promptly authenticate and
mail to each Holder a new Security of the same series having a principal amount
equal to any portion of such Holder's Securities of such series that were
surrendered but not tendered and purchased. The Company will publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Purchase Date.

                  (d) If the Company is prohibited by applicable law from making
the Change of Control Offer or purchasing Securities of any series thereunder,
the Company need not make a Change of Control Offer pursuant to this covenant
for so long as such prohibition is in effect.

                  (e) The Company will comply with all applicable tender offer
rules, including, without limitation, Rule 14e-1 under the Exchange Act, in
connection with a Change of Control Offer.

         SECTION 10.11. Calculation of Original Issue Discount

                  The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE XI.

                            REDEMPTION OF SECURITIES

         SECTION 11.01. 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 in or contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

         SECTION 11.02. Election to Redeem; Notice to Trustee

                  The election of the Company to redeem any Securities shall be
authorized by a Board Resolution and evidenced by an Officers' Certificate. In
case of any redemption at the



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election of the Company of less than all the Securities of any series, the
Company shall, at least 45 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 and of the principal amount of Securities of
such series 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, or pursuant to an election by
the Company which is subject to a condition specified 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 or
condition.

         SECTION 11.03. Selection by Trustee of Securities to Be Redeemed

                  If less than all the Securities of any series are to be
redeemed, 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 portions equal to the minimum authorized
denomination for Securities of that series (or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

                  Securities shall be excluded from eligibility for selection
for redemption if they are identified by certificate number in a written
statement signed by an authorized officer of the Company and delivered to the
Security Exchange Agent/Registrar at least 45 days prior to the Redemption Date
as being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Company or (b) an entity specifically identified in such written
statement which is an Affiliate of the Company.

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

                  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 11.04.    Notice of Redemption

                  Notice of redemption shall be given not less than 30 days nor
more than 60 days prior to the Redemption Date to each holder of Securities to
be redeemed in accordance with Section
1.06.

                  All notices of redemption shall include the CUSIP number and
shall state:

                      (1) the Redemption Date,

                      (2) the Redemption Price,



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                      (3) if less than all the Outstanding Securities of any
     series are to be redeemed, the identification (and, in the case of partial
     redemption, the principal amounts) of the particular Securities 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, and

                      (5) the place or places where such Securities are to be
     surrendered for payment of the Redemption Price.

                  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.

         SECTION 11.05. Deposit of Redemption Price

                  On or 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 10.03) an
amount of money in same day funds 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 (to the
extent that such amounts are not already on deposit at such time in accordance
with the provisions of Sections 4.01, 4.02 or 10.03).

         SECTION 11.06. 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 and unpaid 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 and unpaid interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, and in the case of Registered Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.06.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

         SECTION 11.07. Securities Redeemed in Part

                  Any Security (including any Global 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



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Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee upon
written direction shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series, 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; provided, that if a Global Security is surrendered
for partial redemption, no new Global Security shall be issued but instead the
principal amount of the surrendered Global Security shall be reduced by an
endorsement to Schedule A to such Global Security by the Security Exchange
Agent/Registrar equal to the redeemed portion of the principal of the Global
Security so surrendered, whereupon such Global Security shall be delivered to
the Depositary; and provided, further that following any such partial redemption
the Securities selected for redemption and any beneficial interests therein
shall not have had their principal amount reduced below the minimum authorized
denomination for Securities of such series and for any beneficial interests
therein. In the case of a partial redemption of the Global Securities, DTC (and,
in turn, its Participants) shall have the responsibility to select the interests
in such Global Securities to be redeemed in accordance with Applicable
Procedures.

                                  ARTICLE XII.

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 12.01. Purposes of Meeting

                  A meeting of the Holders may be called at any time from time
to time pursuant to this Article for any of the following purposes:

                  (a) to give any notice to the Company and to the Trustee, or
to consent to the waiving of any default hereunder and its consequences, or to
take any other action authorized to be taken by Holders pursuant to Article IX
hereof;

                  (b) to remove the Trustee and appoint a successor trustee
pursuant to Article VI hereof; and

                  (c) to consent to the execution of an indenture supplemental
hereto pursuant to Section 9.02 hereof.

         SECTION 12.02. Place of Meetings

                  (a) The Trustee may at any time (upon not less than 21 days'
notice) call a meeting of Holders to be held at such time and at such place in
the location determined by the Trustee pursuant to this Section 12.02. Notice of
every meeting of Holders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed to each Holder in the manner contemplated by Section 1.06 hereof.

                  (b) In case at any time the Company or the Holders of at least
an aggregate principal amount of the Securities sufficient to take action
requested in such notice, shall have requested the Trustee to call a meeting of
the Holders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have


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made the first giving of the notice of such meeting within 20 days after receipt
of such request, then the Company or the Holders in the amount above specified
may determine the time (not less than 21 days after notice is given) and the
place in the location determined by the Company or the Holders pursuant to this
Section 12.02 for such meeting and may call such meeting to take any action
authorized in Section 12.01 hereof by giving notice thereof as provided in
Section 12.02(a) hereof.

         SECTION 12.03. Voting at Meetings

                  To be entitled to vote at any meeting of Holders, a Person
shall be (i) a Holder or (ii) a Person appointed by an instrument in writing as
proxy for a Holder or Holders by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, and any representatives of the
Company and its counsel.

         SECTION 12.04. Voting Rights, Conduct and Adjournment

                  (a) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders in regard to proof of the holding of Securities of a
series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities of a series shall be proved in the manner specified in Article II
hereof and the appointment of any proxy shall be proved in such manner as is
deemed appropriate by the Trustee or by having the signature of the person
executing the proxy witnessed or guaranteed by any bank, banker or trust company
customarily authorized to certify to the holding of a security such as a Global
Security.

                  (b) At any meeting of Holders, the representative of Persons
holding or representing Securities of a series in an aggregate principal amount
sufficient under the appropriate provision of this Indenture to take action upon
the business for the transaction of which such meeting was called shall
constitute a quorum. Any meetings of Holders duly called pursuant to Section
12.02 hereof may be adjourned from time to time by vote of the Holders (or
proxies for the Holders) of a majority of the Securities of a series represented
at the meeting and entitled to vote, whether or not a quorum shall be present;
and the meeting may be held as so adjourned without further notice. No action at
a meeting of Holders shall be effective unless approved by Persons holding or
representing Securities of a series in the aggregate principal amount required
by the provision of this Indenture pursuant to which such action is being taken.

                  (c) At any meeting of Holders, each Holder or proxy shall be
entitled to one vote for each $1,000 principal amount of outstanding Securities
of a series held or represented.

         SECTION 12.05. Revocation of Consent by Holders

                  At any time prior to (but not after) the evidencing to the
Trustee of the taking of any action at a meeting of Holders by the Holders of
the percentage in aggregate principal



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amount of the Securities specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is included in the
Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee at its principal corporate trust office and upon
proof of holding as provided herein, revoke such consent so far as concerns such
Securities. Except as aforesaid, any such consent given by the Holder of any
Securities shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Securities and of any Securities issued in exchange
therefore, in lieu thereof or upon transfer thereof, irrespective of whether or
not any notation in regard thereto is made upon such Securities. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Holders specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities.


                                  ARTICLE XIII.

                                  MISCELLANEOUS

         SECTION 13.01. Consent to Jurisdiction; Appointment of Agent to Accept
                        Service of Process

                  (a) The Company irrevocably consents and agrees, for the
benefit of the Holders from time to time of the Securities and the Trustee, that
any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this
Indenture or the Securities may be brought in the United States District Court
for the Southern District of New York or in the Supreme Court of New York in New
York County, and, until amounts due and to become due in respect of the
Securities have been paid, hereby irrevocably consents and submits to the
nonexclusive jurisdiction of each such court and any appellate court of either
of them in personam, generally and unconditionally with respect to any action,
suit or proceeding for itself and in respect of its properties, assets and
revenues.

                  (b) The Company hereby designates, appoints and empowers CT
Corporation System, acting through its office at 111 Eighth Avenue, New York,
New York 10011, as the Company's designee, appointee and agent (the "Authorized
Agent") to receive, accept and acknowledge for and on its behalf, and its
properties, assets and revenues, service of any and all legal process, summons,
notices and documents which may be served in any action, suit or proceeding
brought against the Company pursuant to paragraph (a) of this Section. Such
appointment shall be irrevocable until all amounts in respect of the principal
of and any premium and interest due and to become due on or in respect of all
the Securities issued under this Indenture have been paid by the Company to the
Trustee pursuant to the terms hereof and of the Securities. Notwithstanding the
foregoing, the Company reserves the right to appoint another Person satisfactory
to the Trustee and located or with an office in the Borough of Manhattan, The
City of New York, as a successor Authorized Agent, and upon acceptance of such
appointment by such a successor, the appointment of the prior Authorized Agent
shall terminate. The Company shall give notice to the Trustee and all Holders of
the appointment by it of a successor Authorized Agent. If for any reason CT
Corporation System ceases to be able to act as the Authorized Agent or to have
an address in the Borough of Manhattan, The City of New York, the Company will
appoint a successor Authorized Agent in accordance with the two preceding



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sentences. The Company further agrees to take any and all action, including the
filing of any and all documents and instruments as may be necessary to continue
such designation and appointment of such agent in full force and effect until
this Indenture has been satisfied and discharged in accordance with Article IV
hereof. The Company further hereby irrevocably consents and agrees to the
service of any and all legal process, summons, notices and documents in any
action, suit or proceeding against the Company by serving a copy thereof upon
the relevant agent for service of process referred to in this Section 14.01
(whether or not the appointment of such agent shall for any reason prove to be
ineffective or such agent shall accept or acknowledge such service) or by
mailing copies thereof by registered or certified air mail, postage prepaid, to
the Company at its address specified in or designated pursuant to this
Indenture. The Company agrees that the failure of any such designee, appointee
and agent to give any notice of such service to it shall not impair or affect in
any way the validity of such service or any judgment rendered in any action or
proceeding based thereon. Nothing herein shall in any way be deemed to limit the
ability of the Holders of the Securities and the Trustee to serve any such legal
process, summons, notices and documents in any other manner permitted by
applicable law or to obtain jurisdiction over the Company or bring actions,
suits or proceedings against the Company in such other jurisdictions, and in
such manner, as may be permitted by applicable law. The Company irrevocably and
unconditionally waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions, suits or proceedings arising out of or in connection with
this Indenture brought in the United States District Court for the Southern
District of New York or in the Supreme Court of New York in New York County, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.

                  If for the purpose of obtaining judgment in any Court it is
necessary to convert a sum due hereunder to the Holder of any Security from U.S.
dollars into another currency, the Company has agreed, and each Holder by
holding such Security will be deemed to have agreed, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures such Holder could purchase
U.S. dollars with such other currency in The City of New York on the Business
Day preceding the day on which final judgment is given.

                  The obligation of the Company in respect of any sum payable by
it to the Holder of a Security shall, notwithstanding any judgment in a currency
(the "judgment currency") other than Dollars, be discharged only to the extent
that on the Business Day following receipt by the Holder of such security of any
sum, adjudged to be so due in the judgment currency, the Holder of such Security
may in accordance with normal banking procedures purchase Dollars with the
judgment currency; if the amount of Dollars so purchased is less than the sum
originally due to the Holder of such Security in the judgment currency
(determined in the manner set forth in the preceding paragraph), the Company
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Holder of such Security against such loss, and if the amount of
the Dollars so purchased exceeds the sum originally due to the Holder of such
Security, such Holder agrees to remit to the Company such excess, provided that
such Holder shall have no obligation to remit any such excess as long as the
Company shall have failed to pay such Holder any obligations due and payable
under such Security, in which case such excess may be applied to such
obligations of the Company under such Security in accordance with the terms
thereof.



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         SECTION 13.02. Counterparts

                  This Indenture 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.


                            (signature page follows)













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                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers or directors duly
authorized thereto, all as of the day and year first above written.

                                  MIDAMERICAN ENERGY HOLDINGS COMPANY


                                  By: /s/ Douglas L. Anderson
                                     -----------------------------------
                                  Name:  Douglas L. Anderson
                                  Title: Senior Vice President, General
                                         Counsel and Secretary



                                  THE BANK OF NEW YORK,
                                  as Trustee


                                  By: /s/ Robert A. Massimillo
                                     -----------------------------------
                                  Name:  Robert A. Massimillo
                                  Title: Vice President


















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