Exhibit 4.5






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                          FOURTH SUPPLEMENTAL INDENTURE

                          dated as of January 15, 2003

                                       to

                                    INDENTURE

                          dated as of November 1, 2000

                        AMEREN ENERGY GENERATING COMPANY

                                       to

                        THE BANK OF NEW YORK, as Trustee






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               $275,000,000 7.95% Senior Notes, Series F Due 2032




<PAGE>



     FOURTH SUPPLEMENTAL INDENTURE (the "Fourth Supplemental Indenture"),  dated
as of January  15,  2003,  to the  Indenture,  dated as of November 1, 2000 (the
"Original  Indenture"),  from  AMEREN  ENERGY  GENERATING  COMPANY,  an Illinois
corporation  (together  with its  successors  and assigns,  the  "Issuer"),  its
principal  office and mailing  address being at One Ameren Plaza,  1901 Chouteau
Avenue, P.O. Box 66149, St. Louis, Missouri 63166-6149, to THE BANK OF NEW YORK,
as trustee (the "Trustee"),  its office and mailing address being at 101 Barclay
Street, New York, New York 10286.

                              W I T N E S S E T H:

     WHEREAS,  the Issuer and the Trustee have heretofore executed and delivered
the  Original  Indenture  to provide for the  issuance  from time to time of the
Issuer's  Securities (as defined in the Original  Indenture) to be issued in one
or more series;

     WHEREAS,  Sections 2.1 and 7.1 of the  Original  Indenture  provide,  among
other  things,  that the  Issuer  and the  Trustee  may  enter  into  indentures
supplemental to the Original  Indenture for, among other things,  the purpose of
establishing  the  designation,  form, terms and provisions of Securities of any
series as permitted by Sections 2.1 and 7.1 of the Original Indenture;

     WHEREAS, the Issuer has heretofore issued a series of Securities designated
7.95% Senior Notes, Series E due 2032 (the "Old Notes");

     WHEREAS,  the Old Notes were sold to a group  consisting of Lehman Brothers
Inc., Banc One Capital Markets,  Inc., BNY Capital Markets,  Inc., Credit Suisse
First Boston Corporation and Westdeutsche Landesbank Girozentrale, London Branch
(collectively, the "Initial Purchasers");

     WHEREAS,  sales and transfers of the Old Notes are  restricted to qualified
institutional  investors pursuant to Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act") and qualified buyers outside the United States
pursuant to Regulation S under the Securities Act;

     WHEREAS,  the Issuer and the Initial Purchasers entered into a Registration
Rights  Agreement,   dated  as  of  June  6,  2002  (the  "Registration   Rights
Agreement"), pursuant to which the Issuer agreed, for the benefit of the Holders
of the Old Notes, to file a registration statement relating to an exchange offer
allowing the Holders of the Old Notes to exchange their transfer  restricted Old
Notes for a new series of notes that are  identical in all material  respects to
the Old Notes  except that the new series of notes will not contain the transfer
restrictions or  registration  rights (and certain  related  liquidated  damages
provisions)  applicable  to the Old Notes and the new  series of notes  would be
registered under the Securities Act;

     WHEREAS,  the Issuer (i) desires the issuance of a series of  Securities to
be  designated  as  hereinafter  provided and (ii) has  requested the Trustee to
enter into this Fourth  Supplemental  Indenture for the purpose of  establishing
the designation, form, terms and provisions of the Securities of such series;

     WHEREAS,  all action on the part of the Issuer  necessary to authorize  the
issuance  of said  Securities  under  the  Original  Indenture  and this  Fourth
Supplemental  Indenture  (the  Original

<PAGE>


Indenture,  as heretofore  amended and  supplemented and as supplemented by this
Fourth  Supplemental  Indenture,  being hereinafter  called the "Indenture") has
been duly taken; and

     WHEREAS,  all acts and  things  necessary  to make  said  Securities,  when
executed  by the  Issuer  and  authenticated  and  delivered  by the  Trustee as
provided in the Original Indenture,  the legal, valid and binding obligations of
the Issuer,  and to constitute  these presents a valid and binding  supplemental
indenture  according  to its  terms,  have  been  done  and  performed,  and the
execution of this Fourth  Supplemental  Indenture  and the creation and issuance
under  the  Indenture  of  said  Securities  have  in  all  respects  been  duly
authorized,  and the Issuer, in the exercise of the legal right and power vested
in it,  executes  this Fourth  Supplemental  Indenture  and  proposes to create,
execute, issue and deliver said Securities;

     NOW,  THEREFORE,  in order to establish the  designation,  form,  terms and
provisions  of, and to  authorize  the  authentication  and  delivery  of,  said
Securities,  and in  consideration  of the acceptance of said  Securities by the
Holders  thereof and of other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

     Capitalized  terms not otherwise defined herein shall have the meanings set
forth in the Original Indenture.

                                   ARTICLE II

                             THE TERMS OF THE NOTES

     Section 2.1   Terms of 7.95%  Senior  Notes,  Series F  due 2032. There  is
hereby created a series of Securities  designated:  7.95% Senior Notes, Series F
due 2032  (the  "Exchange  Notes").  The  Exchange  Notes  shall be  limited  to
$275,000,000  aggregate  principal amount outstanding less the amount of any Old
Notes which remain  outstanding  and  un-exchanged  following  completion of the
Issuer's  exchange  offer for the Old Notes as  contemplated  by its  prospectus
dated November 18, 2002 (the "Prospectus").  Upon delivery of a written order to
the Trustee in  accordance  with the  provisions  of Section 2.1 of the Original
Indenture,  the Trustee shall  authenticate and deliver the Exchange Notes. Such
written order shall specify the amount of the Exchange Notes to be authenticated
and the date on which such Exchange Notes are to be authenticated, which will be
the date the  Exchange  Notes are  issued in  exchange  for the Old  Notes.  The
Exchange Notes shall be substantially in the form of Exhibit A hereto.

     Section  2.2   Terms of Exchange  Notes  Issued  Hereunder in Global  Form.


          (a)  So long as The Depository Trust Company ("DTC") or its nominee is
the registered owner or Holder of a Global Security,  DTC or its nominee, as the
case may be, will be considered  the sole owner or Holder of the Exchange  Notes
represented  by  such  Global  Security  for all  purposes  under  the  Original
Indenture and under the Exchange Notes. No beneficial  owner of an interest in a
Global Security will be able to transfer that interest except in

                                       2

<PAGE>

accordance  with DTC's  applicable  procedures  unless the  Issuer  shall  issue
certificates for the Exchange Notes in definitive registered form.

          (b)  All payments of the  principal  of, and  interest and  additional
amounts and premium,  if any, on, a Global  Security  will be made to DTC or its
nominees, as the registered owners thereof.

          (c)  Transfers  between  participants  in DTC will be  effected in the
ordinary way in accordance with DTC rules and will be settled in same-day funds.

          (d)  Certificated definitive Exchange Notes may be in denominations of
less than  $100,000  to the extent any  redemption  has  reduced  such  Holder's
aggregate holding of such Exchange Notes to less than $100,000.

          (e)  If any  redemption  affecting the Exchange  Notes would result in
the amount to be paid to a Holder of such  affected  Exchange Note in respect of
such redemption not to equal $1,000 or an integral multiple thereof,  the Issuer
shall  instruct the Trustee to round the amount to be paid to such Holder to the
nearest  $1,000 so that the amount to be paid to such Holder equals $1,000 or an
integral multiple thereof.

          (f)  Except  in the  limited  circumstances  described  under  Section
2.2(g) below,  beneficial interest in a Global Security will only be recorded by
book-entry  and owners of beneficial  interest in a Global  Security will not be
entitled to receive physical delivery of certificates representing Securities.

          (g)  If (i) the Issuer notifies the Trustee in writing that DTC or any
successor  depository  is unwilling or unable to continue as a depository  for a
Global  Security  or  ceases  to be a  "clearing  agency"  registered  under the
Exchange Act and a successor depository is not appointed by the Issuer within 90
days of such notice or (ii) during an Event of Default, a holder of a beneficial
interest in a Global Security  requests the issuance of certificated  Securities
representing  such holder's  interest then, the Issuer shall issue  certificates
for the  Securities  in definitive  registered  form  substantially  in the form
attached hereto in exchange for the Global Security outstanding.

          (h)  The holder of a certificated  definitive  registered Security may
transfer such Security in whole or in part by  surrendering  it at the Corporate
Trust Office of the Trustee in  accordance  with the terms of the  Indenture and
such Security.

     Section 2.3   Interest, Principal, Maturity  Date and Regular  Record Date.
Each Exchange Note shall bear interest on the unpaid  principal  amount  thereof
from time to time  outstanding from the last interest payment date through which
interest shall have been paid on the Old Note for which it is exchanged,  as the
case may be, until such amount is paid in full at the rate of interest set forth
in the form of such Exchange Note attached hereto.  The principal amount of each
Exchange  Note shall be due and  payable at maturity as set forth in the form of
Exchange Note attached hereto.

     Payment of  principal  of,  premium,  if any,  and interest on the Exchange
Notes shall be made, as provided in Sections 2.4, 2.10,  3.1, 3.2 and 3.4 of the
Original  Indenture  except that the

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<PAGE>

final  payment of principal of the Exchange  Notes shall be made on the due date
therefor  to the  account  of the  Holder as such  account  shall  appear in the
Security Register, which amount shall be payable upon presentation and surrender
of such Exchange Note at the office of the Issuer; provided, that for so long as
the Exchange Notes are issued in book-entry form and in all cases where Exchange
Notes are held by DTC,  payments  of  principal  and  interest  shall be made in
immediately available funds by wire transfer to DTC or its nominee.

     The Exchange Notes shall mature on the date and in the amounts set forth in
the form of Exchange Note attached hereto.

     The record date applicable to the Exchange Notes issued  hereunder shall be
as set forth in the form of Exchange Note attached hereto.

     Section 2.4   Redemption.

          (a)  Optional  Redemption.  The Exchange  Notes issued  hereunder  are
subject to optional  redemption,  in whole or in part, at any time at the option
of the Issuer at a redemption price equal to the outstanding principal amount of
the Exchange Notes being so redeemed plus accrued and unpaid interest thereon to
the date fixed for redemption  together with the Applicable  Premium  applicable
thereto.

          (b)  Applicable Premium. As used herein, "Applicable Premium" means an
amount  calculated  as of the date  (the  "Determination  Date")  fixed  for the
redemption of the Exchange Notes as follows:

          (i)  the average life of the remaining scheduled payments of principal
               in respect of Outstanding  Exchange Notes (the "Remaining Average
               Life") shall be calculated as of the Determination Date;

          (ii) the yield to maturity  calculated as of a date not more than five
               days  prior  to the  Determination  Date  for the  United  States
               Treasury  security  having an average life equal to the Remaining
               Average  Life and  trading in the  secondary  market at the price
               closest to the principal  amount  thereof (the "Primary  Issue");
               provided, however, that if no United States Treasury security has
               an average life equal to the Remaining  Average Life,  the yields
               (the "Other  Yields")  for the two  maturities  of United  States
               treasury   securities   having   average   lives   most   closely
               corresponding  to such Remaining  Average Life and trading in the
               secondary  market at the price  closest to the  principal  amount
               thereof  shall be  calculated,  and the yield to maturity for the
               Primary  Issue shall be the yield  interpolated  or  extrapolated
               from such Other Yields on a straight line basis, rounding in each
               of such relevant periods to the nearest month;

          (iii)the  discounted  present  value of the then  remaining  scheduled
               payments of principal and interest (but excluding that portion of
               any  scheduled  payment of interest that is actually due and paid
               on the Determination Date) in respect of the Outstanding Exchange
               Notes shall be  calculated as of the  Determination  Date using a
               discount factor equal to the sum of (x) the yield to maturity for
               the Primary Issue, plus (y) 37.5 basis points; and

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<PAGE>

          (iv) the amount of Applicable Premium in respect of the Exchange Notes
               to be  redeemed  shall be an amount  equal to (x) the  discounted
               present value of such Exchange Notes to be redeemed determined in
               accordance  with  clause  (iii)  above,   minus  (y)  the  unpaid
               principal amount of such Exchange Notes; provided,  however, that
               the Applicable Premium shall not be less than zero; and

          (v)  such calculation shall be made by an Investment Banker.

     Section 2.5   Registered Notes  Issued  Upon  Exchange. The  Exchange Notes
shall be registered  under the Securities Act and the transfer  restrictions set
forth in Section 2.6 of the Original  Indenture  shall not apply to the transfer
of the Exchange Notes and the Legend  referred to in Section 2.6 of the Original
Indenture  shall not be required to be placed on each  certificate  representing
the Exchange  Notes.  Pursuant to the Issuer's  written  order to the Trustee in
accordance  with the  provisions of Section 2.1 of the Original  Indenture,  the
Issuer shall execute and the Trustee  shall  authenticate  and deliver  Exchange
Notes in  denominations  of $100,000  original  principal amount in exchange for
each  $100,000  principal  amount of  outstanding  Old  Notes  (or such  smaller
denomination  as  approved  by the  Issuer  and the  Trustee),  and in  integral
multiples  of $1,000  original  principal  amount in exchange for each $1,000 in
excess  thereof if  properly  tendered  by the Holder  thereof  together  with a
completed  letter of transmittal in the form attached  hereto as Exhibit B which
is incorporated herein by this reference. Upon the surrender of any Old Notes as
contemplated  herein,  such Old Notes shall be  cancelled  by the Trustee and no
further  amounts  shall be due and  payable on such Old Notes  (except  that any
accrued but unpaid  liquidated  damages due pursuant to the Registration  Rights
Agreement  shall remain due and payable) and any interest  accrued and unpaid on
the Old Notes  through  the date of such  exchange,  which  shall be the date of
authentication  of the  Exchange  Notes,  shall from and after such  exchange be
represented  by the  Exchange  Notes and shall be  payable  as  provided  in the
Exchange  Notes.  Interest  shall accrue on the  Exchange  Notes as described in
Section 2.3  hereof;  provided  that the amount  payable on the  Exchange  Notes
pursuant to Section 2.3 will be offset by the amount of interest  accrued on the
Old Notes prior to the date of exchange  which is thereafter  deemed  payable on
the Exchange Notes under this Section 2.5.

     Section 2.6   Treatment of Series.  For  all purposes of  the Indenture the
Old Notes and the  Exchange  Notes  shall be treated as the same  series and the
Holders of the Old Notes and the Exchange Notes shall vote and consent  together
on all  matters  as one  class and none of the  Holders  of the Old Notes or the
Exchange  Notes  shall have the right to vote or consent as a separate  class on
any matter.

     Section 2.7   Amendment for Benefit of Exchange  Notes.  The  Indenture  is
hereby  amended,  pursuant to Section 7.1(d) of the Indenture for the benefit of
the  holders of the  Exchange  Notes and for so long as the  Exchange  Notes are
outstanding, as follows:

          (a)  Section  1.1  of  the  Indenture  is  amended  by  adding  to the
definitions the following:  "'Existing  Generating Assets' means the coal plants
and  gas-fired  units  owned by the  Issuer  as of the date of  issuance  of the
$275,000,000 7.95% Senior Notes, Series E due 2032."

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<PAGE>

          (b)  Section  3.9 of the  Indenture  is  amended  to delete  the words
"Initial  Generation  Assets"  and  insert in lieu  thereof  the words  "Initial
Generating Assets or Existing Generating Assets."

                                  ARTICLE III

                                  MISCELLANEOUS

     Section 3.1   Execution of Supplemental Indenture. This Fourth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original  Indenture  and,  as provided in the  Original  Indenture,  this Fourth
Supplemental Indenture forms a part thereof.

     Section 3.2   Concerning the Trustee. The Trustee shall not be  responsible
in any manner for or with respect to the validity or  sufficiency of this Fourth
Supplemental  Indenture,  or the due execution  hereof by the Issuer,  or for or
with respect to the  recitals  and  statements  contained  herein,  all of which
recitals and statements are made solely by the Issuer.

     Section 3.3   Counterparts.  This  Fourth  Supplemental  Indenture  may  be
executed in any number of counterparts,  each of which when so executed shall be
deemed to be an original;  but all such counterparts  shall together  constitute
but one and the same instrument.

     Section 3.4   GOVERNING  LAW.  THIS FOURTH SUPPLEMENTAL  INDENTURE AND EACH
EXCHANGE NOTE ISSUED HEREUNDER SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL  OBLIGATIONS  LAW,  BE  GOVERNED  BY THE LAW OF THE  STATE OF NEW  YORK,
WITHOUT  REFERENCE  TO THE CHOICE OF LAW  PROVISIONS  THEREOF  (OTHER  THAN SUCH
SECTION 5-1401).


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<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed as of January 15, 2003.

                                        AMEREN ENERGY GENERATING
                                        COMPANY, as Issuer



                                        By:   /s/ Jerre E. Birdsong
                                           -------------------------------------
                                           Name:  Jerre E. Birdsong
                                           Title: Vice President and Treasurer

                                        THE BANK OF NEW YORK, as Trustee



                                        By:   /s/ Linda Krull
                                           -------------------------------------
                                           Name:  Linda Krull
                                           Title: As Agent for



<PAGE>


                                                                       EXHIBIT A

                                FORM OF SECURITY

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST  COMPANY  TO THE  ISSUER  OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE  OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR TO
SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST  COMPANY OR SUCH OTHER NAME AS IS REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE DEPOSITORY  TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     TRANSFERS OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF THE  DEPOSITORY  TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND  TRANSFERS  OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS
SET FORTH IN SECTION 2.6 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [FORM OF FACE OF EXCHANGE NOTE]

                                 CUSIP [ ][ ][ ]
                                  [Common Code]
                                    [ISIN][ ]

No.

                                        $
                        AMEREN ENERGY GENERATING COMPANY

                      7.95% Senior Notes, Series F Due 2032

     Ameren Energy Generating Company (the "Issuer"),  for value received hereby
promises to pay to                or  registered  assigns the  principal  sum of
                    Dollars at the Issuer's office or agency for said purpose as
provided in the  Indenture  referred to herein,  on June 1, 2032 in such coin or
currency  of the United  States of  America  as at the time of payment  shall be
legal tender for the payment of public and private  debts,  and to pay interest,
semi-annually in arrears on June 1 and December 1 of each year,  commencing June
1, 2003,  on said  principal  sum in like coin or currency at the rate per annum
set forth above at said offices or agencies from the last interest  payment date
through  which  interest  shall  have been paid on the Old Note (as  hereinafter
defined) for which this Senior Note is exchanged. Notwithstanding the

<PAGE>

foregoing,  if the date hereof is after May 15 or  November  15, as the case may
be, and before the  following  June 1 or December 1, this Senior Note shall bear
interest  from such June 1 or December  1;  provided,  that if the Issuer  shall
default in the payment of  interest  due on such June 1 or December 1, then this
Senior Note shall bear interest from the next  preceding June 1 or December 1 to
which interest on the Senior Notes of this series has been paid or duly provided
for.  The  interest  so  payable  on any June 1 or  December  1 will,  except as
otherwise  provided in the Indenture  referred to on the reverse hereof, be paid
to the  Person in whose  name this  Senior  Note is  registered  at the close of
business on the 15th day of May or the 15th day of November  preceding such June
1 or  December  1,  whether or not such day is a Business  Day;  provided,  that
principal,  premium,  if any,  and  interest  shall  be paid by  mailing  on the
interest  payment  date a check  for  such to or upon the  written  order of the
registered Holders of Senior Notes of this series entitled thereto at their last
address as it appears on the Senior Notes Register or, upon written  application
to the Trustee by a Holder of $1,000,000 or more in aggregate  principal  amount
of Senior Notes of this series, by wire transfer on the interest payment date of
immediately  available funds to an account maintained by such Holder with a bank
or other financial  institution.  Interest on this Senior Note shall be computed
and accrue on the basis of a 360-day year  comprised of twelve 30-day months and
otherwise as provided in the Indenture. Additional Interest shall accrue on this
Senior Note, as provided for in the Registration Rights Agreement, if the Issuer
ceases to maintain  its status as a reporting  company  under the  Exchange  Act
whether or not the  Securities  and  Exchange  Commission  (the "SEC") rules and
regulations  require the Issuer to maintain that status (unless the SEC will not
accept the filing of the applicable reports).

     Interest on overdue  principal  and (to the extent  permitted by applicable
law) on overdue  installments of interest  (including  without limitation during
the 5-day period referred to in Section 4.1(b) of the Indenture) shall accrue at
the rate per annum set forth above.

     The  Senior  Notes of this  series are  payable on a parity  basis with the
Issuer's  7.95% Senior Notes,  Series E Due 2032 (the "Old Notes")  issued under
the Indenture and the Third Supplemental Indenture,  dated as of June 1, 2002 in
the aggregate principal amount of $275,000,000.  The Senior Notes of this series
are being  issued in exchange for a like  principal  amount of Old Notes and the
combined  aggregate  principal amount of the Senior Notes of this series and the
Old Notes  outstanding at any one time is limited to  $275,000,000.  Pursuant to
the  Indenture,  the Old  Notes and the  Senior  Notes of this  series  shall be
treated as the same series and the holders of the Old Notes and the Senior Notes
of this series  shall vote and consent  together on all matters as one class and
none of the holders of the Old Notes or the Senior  Notes of this  series  shall
have the right to vote or consent as a separate class on any matter.

     Reference  is made to the  further  provisions  set  forth  on the  reverse
hereof.  Such further  provisions shall for all purposes have the same effect as
though fully set forth at this place.



<PAGE>



     This Senior Note shall not be entitled to any benefit under the  Indenture,
or be valid or obligatory,  until the certificate of authentication hereon shall
have been duly signed by the Trustee acting under the Indenture.

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

                                         AMEREN ENERGY GENERATING COMPANY



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


(SEAL)
Attested:



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


<PAGE>



                       [FORM OF REVERSE OF EXCHANGE NOTE]
                        AMEREN ENERGY GENERATING COMPANY

                      7.95% Senior Notes, Series F Due 2032

     This Senior Note is one of a duly  authorized  issue of debt  securities of
the Issuer, limited to the aggregate principal amount of $275,000,000 (except as
otherwise  provided in the Indenture  mentioned  below),  issued or to be issued
pursuant to an  Indenture  dated as of November 1, 2000 as  supplemented  by the
Fourth Supplemental  Indenture dated as of January 15, 2003 (as so supplemented,
the  "Indenture"),  duly  executed  and  delivered by the Issuer to the Trustee.
Reference  is  hereby  made to the  Indenture  and all  indentures  supplemental
thereto for a description  of the rights,  limitations  of rights,  obligations,
duties and immunities thereunder of the Trustee, the Issuer and the Holders (the
words "Holders" or "Holder" meaning the registered holders or registered holder)
of the Senior Notes.  Capitalized  terms used herein,  but not otherwise defined
herein, shall have the meanings assigned to them in the Indenture.

     In case an Event of Default  shall have  occurred  and be  continuing,  the
principal of all the Securities  may be declared due and payable,  in the manner
and with the effect,  and subject to the conditions,  provided in the Indenture.
The  Indenture  provides  that  in  certain  events  such  declaration  and  its
consequences  may be waived by the Holders of a majority in aggregate  principal
amount  of  the  Securities  then  Outstanding  and  that,  prior  to  any  such
declaration, such Holders may waive any past default under the Indenture and its
consequences except a default in the payment of principal of or premium, if any,
or interest on any of the Securities and as otherwise provided in the Indenture.
Any such consent or waiver by the Holder of this Senior Note (unless  revoked as
provided in the Indenture)  shall be conclusive and binding upon such Holder and
upon all future  Holders and owners of this Senior Note and any  Security  which
may be issued in exchange or  substitution  hereof,  whether or not any notation
thereof is made upon this Senior Note or such other Security.

     The Indenture  permits the Issuer and the Trustee,  with the consent of the
Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Securities  of all  series  at the time  Outstanding  considered  as one  class,
evidenced  as in  the  Indenture  provided,  to  modify  the  Indenture  or  any
supplemental  indentures  or the  rights of the  Holders  of the  Senior  Notes;
provided that no such  modification  shall (a) change the Stated Maturity of the
principal of, or any  installment  of principal of or interest on, any Security,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon,  or reduce any amount payable on redemption thereof
or impair or affect the right of any Holder of the  Security to  institute  suit
for the payment  thereof  without the consent of the Holder of each  Security so
affected;  or (b)(i) reduce the aforesaid percentage of Securities,  the consent
of the Holders of which is required for any such  modification or the percentage
of  Securities,  the  consent  of Holders  of which is  required  for any waiver
provided  for in the  Indenture;  (ii)  change any  obligation  of the Issuer to
maintain an office or agency for  payment of and  transfer  and  exchange of the
Securities; or (iii) make certain changes to provisions relating to waiver or to
the provision for supplementing the Indenture;  in each case without the consent
of the Holders of all Securities then Outstanding.

<PAGE>


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

     The Senior  Notes are issuable  only as  registered  Senior  Notes  without
coupons in denominations  of $100,000 (or such smaller  denomination as approved
by the Issuer and the  Trustee)  and any  integral  multiple of $1,000 in excess
thereof.

     At the office or agency of the Issuer referred to on the face hereof and in
the manner and  subject to the  limitations  provided in the  Indenture,  Senior
Notes may be presented  for exchange for a like  aggregate  principal  amount of
Senior Notes of other authorized denominations.

     Upon due  presentment  for  registration of transfer of this Senior Note at
the above-mentioned  office or agency of the Issuer, a new Senior Note or Senior
Notes of authorized  denominations,  for a like aggregate principal amount, will
be issued to the  transferee  as provided in the  Indenture.  No service  charge
shall be made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto.

     The Senior Notes may be redeemed in whole or in part (if in part, by lot or
by such other  method as the Trustee  shall deem fair or  appropriate)  prior to
Stated  Maturity  at the  option of the  Issuer,  upon  mailing a notice of such
redemption  not less than 30 nor more than 60 days  prior to the date  fixed for
redemption to the Holders of Senior Notes, all as provided in the Indenture,  at
a redemption price equal to the principal amount thereof plus accrued and unpaid
interest  thereon,  if any,  to the  date of  redemption,  plus  the  Applicable
Premium.

     Subject to payment by the Issuer of a sum  sufficient to pay the amount due
on redemption,  interest on this Senior Note shall cease to accrue upon the date
duly fixed for redemption of this Senior Note.

     The Issuer,  the  Trustee,  and any  authorized  agent of the Issuer or the
Trustee,  may deem and treat the registered  Holder hereof as the absolute owner
of this  Senior  Note  (whether  or not this  Senior  Note shall be overdue  and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Issuer or the  Trustee or any  authorized  agent of the Issuer or
the  Trustee),  for the purpose of  receiving  payment of, or on account of, the
principal hereof and premium, if any, and, subject to the provisions on the face
hereof,  interest hereon and for all other purposes,  and neither the Issuer nor
the  Trustee  nor any  authorized  agent of the Issuer or the  Trustee  shall be
affected by any notice to the contrary.

     No recourse  shall be had for the payment of the  principal of, or premium,
if any, or the  interest on this Senior  Note,  for any claim based  hereon,  or
otherwise in respect  hereof,  or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator,  shareholder,  officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether  by  virtue  of  any  constitution,  statute  or  rule  of law or by the
enforcement of any assessment or penalty or

<PAGE>

otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.



<PAGE>




                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:  January ____, 2003

     This  is  one of  the  Senior  Notes  referred  to in the  within-mentioned
Indenture.

                                          THE BANK OF NEW YORK, as Trustee



                                        By:
                                           -------------------------------------
                                                   Authorized Signatory



<PAGE>




                              [FORM OF ASSIGNMENT]

I or we assign and transfer this Security to:

             (Insert assignee's social security or tax I.D. number)


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

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

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

--------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

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

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

Agent to  transfer  this  Security  on the  books of the  Issuer.  The Agent may
substitute another to act for him.

Date:                               Your Signature:
     -----------------------                       -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the other side of
                                                   this Security)





                  *Signature Guarantee:________________________



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


<PAGE>



                                                                       EXHIBIT B

                              LETTER OF TRANSMITTAL

                                 Attached hereto