Exhibit 4.4

                                 PSEG POWER LLC

                                       and

                        THE BANK OF NEW YORK, as Trustee

                          _____ SUPPLEMENTAL INDENTURE

                             Dated as of __________

                                       to

                                    INDENTURE

                             Dated as of __________

           __% Deferrable Interest Subordinated Debentures, Series __

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                                Table of Contents

                                                                            Page

Article 1. DEFINITIONS.........................................................1
         Section 1.01 Definitions..............................................1

Article 2. THE SERIES __ DEBENTURES............................................2
         Section 2.01 Terms and Form of the Series __ Debentures...............2

Article 3. REDEMPTION..........................................................3
         Section 3.01 Redemption; Notice to Trustee............................3

Article 4. COVENANT............................................................4
         Section 4.01 Payment of Expenses of Trust.............................4

Article 5. MISCELLANEOUS.......................................................4
         Section 5.01 Confirmation of Indenture................................4
         Section 5.02 Notices..................................................4
         Section 5.03 Severability Clause......................................5
         Section 5.04 No Recourse Against Others...............................5
         Section 5.05 Successors...............................................5
         Section 5.06 Multiple Original Copies of this Indenture...............5
         Section 5.07 Table of Contents; Headings, Etc.........................5
         Section 5.08 Trustee's Disclaimer.....................................6


                                       i

<PAGE>

      _____ SUPPLEMENTAL INDENTURE, dated as of _________________ by and between
PSEG Power LLC, a limited liability company duly organized and existing under
the laws of the State of Delaware (the "Company") and The Bank of New York, a
New York banking corporation organized and existing under the laws of the United
States of America, as trustee (the "Trustee") under the Indenture dated as of
____________ between the Company and the Trustee.

      WHEREAS, the Company executed and delivered the Indenture dated as of
____________ to the Trustee to provide for the issuance of its deferrable
interest subordinated debentures (the "Debentures") in series from time to time
as might be determined by the Company and pursuant thereto, the Company has
issued its [list prior series].

      WHEREAS, pursuant to an Amended and Restated Trust Agreement dated as of
____________________ (the "Trust ___ Agreement"), among the Company, as
depositor, The Bank of New York, as Property Trustee (the "Property Trustee ___"
the Delaware Trustee named therein and the Administrative Trustees named
therein, there has been declared and established PSEG Power Capital Trust ___, a
Delaware statutory trust ("Trust ____").

      WHEREAS, Trust ____ intends to issue its Trust Securities (as defined in
the Trust ____ Agreement), including its ____% Cumulative Quarterly Income
Preferred Securities, Series __, representing undivided beneficial interests in
the assets of Trust __ and having a liquidation amount of $25 per security (the
"Series __ Preferred Securities").

      WHEREAS, the Company has authorized the issuance of a series of additional
debentures pursuant to Section 2.04 of the Indenture to be designated as the
Company's __% Deferrable Interest Subordinated Debentures, Series __ (the
"Series __ Debentures") to be purchased by Trust ____ with the proceeds of the
Trust Securities, and to provide therefor, the Company has duly authorized the
execution and delivery of this _____ Supplemental Indenture.

      WHEREAS, all things necessary to make the Series __ Debentures when duly
issued and executed by the Company and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this _____ Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done.

      NOW THEREFORE:

      Each of the Company and the Trustee, intending to be legally bound hereby,
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Debentures, including the Series __
Debentures:

                                   Article 1.
                                  DEFINITIONS

Section 1.01 Definitions.

      The following terms used in this _____ Supplemental Indenture shall have
the following meanings:

<PAGE>

      "Debentureholder" or "Holder" means a Person in whose name a Series __
Debenture is registered on the Registrar's books.

      "Series __ Debentures" means any of the Company's __% Deferrable Interest
Subordinated Debentures, Series __ issued under this Indenture.

      "Series __ Guarantee Agreement" means that certain Guarantee Agreement
issued by the Company with respect to the Series __ Preferred Securities, in
which the Company irrevocably and unconditionally agrees to pay the Guarantee
Payments (as defined in the Guarantee Agreement) to the holders of the Series __
Preferred Securities.

      "Series __ Preferred Securities" means the undivided beneficial interests
in the assets of Trust _____, having a liquidation amount of $25 and having
rights provided therefor in the Trust ____ Agreement __.

      "Trust ____" means the PSEG Power Capital Trust __, a Delaware statutory
trust created by the Trust Agreement.

      "Trust [ ] Agreement" means the Amended and Restated Trust Agreement dated
as of _____________, among the Company, as Depositor, The Bank of New York, as
Property Trustee, the Delaware Trustee named therein and the Administrative
Trustee named therein, as the same may be amended and modified from time to
time.

      Each of the other terms used in this _____ Supplemental Indenture that is
defined in the Indenture and not defined herein shall have the meaning assigned
to it in the Indenture.

                                   Article 2.
                            THE SERIES __ DEBENTURES

Section 2.01 Terms and Form of the Series __ Debentures.

      (a) The Series __ Debentures shall be designated "PSEG Power LLC __%
Deferrable Interest Subordinated Debentures, Series __." The Series __
Debentures and the Trustee's Certificate of Authentication shall be
substantially in the form of Exhibit A attached hereto. [The Series ___
Debentures shall initially be issued as global Debentures in accordance with the
provisions of Section 2.12 of the Indenture with ___________ as Depositary.] The
terms and provisions contained in the Series __ Debentures shall constitute, and
are hereby expressly made, a part of this _____ Supplemental Indenture. The
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

      (b) The aggregate principal amount of Series __ Debentures outstanding at
any time may not exceed $__________ except as provided in Section 2.09 of the
Indenture. The Series ___ Debentures shall be authenticated and delivered from
time to time upon delivery to the Trustee of the items specified in Section
2.04(d) of the Indenture.

      (c) The Stated Maturity Date of the Series __ Debentures is
______________.


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<PAGE>

      (d) The interest rate of the Series __ Debentures is __% per annum. The
Interest Payment Dates for the Series __ Debentures are March 31, June 30,
September 30 and December 31 of each year, commencing __________________. In the
event that any date on which interest is payable on the Series __ Debentures is
not a Business Day, then payment of interest payable on such date will be made
on the next day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The Regular Record Date for each Interest Payment Date for the
Series __ Debentures shall be the 15th day (whether or not a Business Day) of
the last month of each quarter, provided that if Trust __ is the sole Holder of
the Series __ Debentures or the Series __ Debentures are issued in
book-entry-only form, the Regular Record Date shall be the close of business on
the Business Day next preceding such Interest Payment Date.

      Each Series __ Debenture shall bear interest from its Issue Date or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for with respect to such Series __ Debenture; except that, so long as
there is no existing Defaulted Interest or Extension Period on the Series __
Debentures, any Series __ Debenture authenticated by the Trustee between the
Regular Record Date for any Interest Payment Date and such Interest Payment Date
shall bear interest from such Interest Payment Date.

      Overdue principal of, and interest on, any Series __ Debenture and
interest which has been deferred pursuant to Section 4.01(b) of the Indenture
shall bear interest (to the extent that the payment of such interest shall be
legally enforceable) at a rate per annum equal to the interest rate per annum
payable on such Series __ Debenture.

      (e) The Series __ Debentures shall be issuable only in registered form
without coupons and only in denominations of $25 and any integral multiple
thereof.

      (f) The maximum Extension Period for the Series ___ Debentures shall be
______________.

      (g) ___________ shall initially be the Paying Agent for the Series __
Debentures.

                                   Article 3.
                                   REDEMPTION

Section 3.01 Redemption; Notice to Trustee.

      (a) The Series __ Debentures are subject to redemption prior to maturity
as provided therein.

      (b) Any redemption of the Series __ Debentures shall be made in the
manner, upon the terms and with the effect, all as provided in Sections 3.01(c),
3.02, 3.03, 3.04, 3.05 and 3.06 of the Indenture.


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<PAGE>

                                   Article 4.
                                    COVENANT

Section 4.01 Payment of Expenses of Trust.

      The Company covenants for the benefit of the Holders of the Series __
Debentures to pay all of the costs and expenses of Trust __ in accordance with
Section 2.03(b) of the Trust __ Agreement and to pay the taxes of Trust __ in
accordance with Section 2.03(c) of the Trust __ Agreement in order to permit
Trust __ to make distributions on and redemptions of the Series __ Preferred
Securities in accordance with Article IV of the Trust __ Agreement.

                                   Article 5.
                                  MISCELLANEOUS

Section 5.01 Confirmation of Indenture.

      As amended and supplemented by this _____ Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture and this
_____ Supplemental Indenture shall be read, taken and construed as one and the
same instrument.

Section 5.02 Notices.

      Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered, telecopied or mailed by
first-class mail, postage prepaid, addressed as follows:

            if to the Company:
                  PSEG Power LLC
                  80 Park Plaza, T6B
                  P.O. Box 1171
                  Newark, New Jersey  07101-1171
                  Facsimile No.
                  Attention: Treasurer

            if to the Trustee:
                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York  10286
                  Facsimile No. (212) 896-7298
                  Attention:  Corporate Trust Department

      The Company or the Trustee, by giving notice to the other, may designate
additional or different addresses for subsequent notices of communications. The
Company shall notify the holder, if any, of Senior Indebtedness of any such
additional or different addresses of which the Company receives notice from the
Trustee.


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<PAGE>

      Any notice or communication given to a Debentureholder other than the
Partnership shall be mailed to the Debentureholder at the Debentureholder's
address as it appears on the Register of the Registrar and shall be sufficiently
given if mailed within the time prescribed.

      Failure to mail a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addresses.

      If the Company mails a notice or communication to the Debentureholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-Registrar.

Section 5.03 Severability Clause.

      If any provision in this Indenture or in the Series __ Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.04 No Recourse Against Others.

      No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Series __
Debentures or this _____ Supplemental Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Series __ Debenture, each Debentureholder shall waive and release all such
liability. The waiver and release shall be a part of the consideration for the
issue of the Series __ Debentures.

Section 5.05 Successors.

      All agreements of the Company in this _____ Supplemental Indenture and the
Series __ Debentures shall bind its successors and assigns. All agreements of
the Trustee in this _____ Supplemental Indenture shall bind its successors and
assigns.

Section 5.06 Multiple Original Copies of this Indenture.

      The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. Any signed copy shall be sufficient proof of this
First Supplemental Indenture.

Section 5.07 Table of Contents; Headings, Etc.

      The Table of Contents, Cross-Reference Table, and headings of the Articles
and Sections of this First Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.


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<PAGE>

SECTION 5.08 Trustee's Disclaimer

      The recitals contained herein and in the Series__ Debentures, except the
Trustee's certificates of authentication, may be taken as the statements of the
Company. The Trustee does not assume any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture or of the Series__ Debentures. The Trustee will not be
accountable for the Company's use of the proceeds of the Series__ Debentures.

                                   SIGNATURES

      IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this _____ Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.

                                       PSEG POWER LLC

                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title:  _________________________________

                                       THE BANK OF NEW YORK, as Trustee

                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title:  _________________________________


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<PAGE>

                                    Exhibit A

                                 PSEG POWER LLC

            __% Deferrable Interest Subordinated Debenture, Series __

No. ___

      PSEG Power LLC, a Delaware limited liability Company (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _________________ or
registered assigns, the principal sum of
_____________________________________________________ Dollars ($____________) on
__________________, and to pay interest on said principal sum from
__________________ or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly in
arrears on March 31, June 30, September 30 and December 31 commencing
__________________ (each, an "Interest Payment Date") at the rate of __% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum. The amount of interest payable on any Interest Payment Date
shall be computed on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than thirty days, interest will be computed on the basis
of the actual number of days elapsed in such period. In the event that any
Interest Payment Date is not a Business Day, then interest will be payable on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided in the Indenture, be paid to the Person in whose name this
Debenture is registered at the close of business on the Regular Record Date for
such interest installment, which shall be the 15th day (whether or not a
Business Day) of the last month of each quarter, provided that if all of the
Series __ Debentures (as defined below) are then held by PSEG Power Capital
Trust (the "Trust") or the Series __ Debentures are held in book-entry-only
form, the Regular Record Date shall be the close of business on the Business Day
next preceding such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
Holders on such Regular Record Date, and may be paid to the Person in whose name
this Debenture is registered at the close of business on a Special Record Date
to be fixed by the Trustee (as defined below) for the payment of such defaulted
interest, notice whereof shall be given to the Holders of the Series __
Debentures not less than 7 days prior to such Special Record Date, as more fully
provided in the Indenture.

      Payment of the principal of and interest on this Debenture will be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of interest on
an Interest Payment Date will be made by check mailed to the Holder hereof at
the address shown in the Register or, at the option of the Holder hereof, to
such other place in the United States of America as Holder hereof shall
designate to the Trustee in writing. At the request of a Holder of at least
$10,000,000 aggregate principal amount of Series __ Debentures, interest on such
Debentures will be payable by wire


                                      A-1
<PAGE>

transfer within the continental United States in immediately available funds to
the bank account number specified in writing by such Holder to the Registrar
prior to the Regular Record Date.

      The principal amount hereof and interest due on the Stated Maturity Date
or a Redemption Date (other than an Interest Payment Date) will be paid only
upon surrender of this Debenture at the principal corporate trust office of
____________________, Paying Agent, in __________________, or at such other
office or agency of the Paying Agent as the Company shall designate by written
notice to the Holder of this Debenture.

      The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. The Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. The Holder of this Debenture, by his acceptance hereof, hereby waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

      This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Series __ Debentures"), specified
in the Indenture, limited in aggregate principal amount to $__________ issued
under and pursuant to an Indenture dated as of _____________, executed and
delivered between the Company and The Bank of New York, as trustee (the
"Trustee"), as supplemented by the _______ Supplemental Indenture dated as of
_________________ between the Company and the Trustee (said Indenture as so
supplemented being hereinafter referred to as the "Indenture"). The Series ___
Debentures are initially being issued to the Trust, to be held on behalf of the
Trust by its property trustee (the "Property Trustee"). Concurrently with the
issuance of the Series ___ Debentures, the Trust is issuing its trust
securities, representing undivided beneficial interests in the assets of the
Trust and having an aggregate liquidation amount equal to the principal amount
of the Series ___ Debentures, including the Trust's Cumulative Quarterly Income
Preferred Securities, Series __ (the "Preferred Securities"). By the terms of
the Indenture, Debentures are issuable in series which may vary as to amount,
date of maturity, rate of interest and in other respects as in the Indenture
Provided. Reference is 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 Company and the Holders of
the Debentures. Each term used in this Debenture which is defined in the
Indenture and not defined herein shall have the meaning assigned to it in the
Indenture.

                             [Redemption Provisions]

      At least 30 days but not more than 60 days before the Redemption Date, the
Trustee shall mail or caused to be mailed a notice of redemption by first-class
mail, postage prepaid, to each Holder of Series __ Debentures to be redeemed.


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<PAGE>

      In the event of redemption of this Debenture in part only, a new Series __
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

      In case an Event of Default with respect to the Series ___ Debentures
occurs and is continuing, the principal of and interest on all of the Series ___
Debentures may (and, in certain circumstances shall) be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Debenture upon compliance by the Company with certain
conditions set forth therein.

      Subject to certain exceptions in the Indenture which require the consent
of every Holder, the Company and the Trustee may amend the Indenture or may
waive future compliance by the Company with any provisions of the Indenture with
the consent of the Holders of at least a majority in aggregate principal amount
of the Debentures of each series affected thereby provided that if the Series
___ Debentures are held by the Trust, no such amendment or waiver that adversely
affects the holders of the Preferred Securities shall be effective without the
prior consent of the holders of at least a majority in aggregate liquidation
amount of the outstanding Preferred Securities issued under the Indenture at the
time outstanding. Subject to certain exceptions in the Indenture, without the
consent of any Holder of the Debentures issued under the Indenture, the Company
and the Trustee may amend the Indenture to cure any ambiguity, defect or
inconsistency, to bind a successor to the obligations of the Indenture, to
provide for uncertificated Debentures in addition to certificated Debentures, to
comply with any requirements of the Debentures and the Securities and Exchange
Commission in connection with the qualification of the Indenture under the TIA,
or to make any change that, in the reasonable judgment of the Company, does not
adversely affect the rights of any Holder of the Debentures. Amendments bind all
Holders and subsequent Holders of Debentures.

      No reference herein to the Indenture and no provision of this Debenture or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.

      So long as an Event of Default with respect to the Series __ Debentures
has not occurred and is continuing, the Company shall have the right at any time
and from time to time to extend the interest payment period of the Series ___
Debentures to up to _______________________ (the "Extension Period"), provided
that no Extension Period shall extend beyond the Stated Maturity Date or
Redemption Date of any Series ___ Debenture. At the end of the Extension Period,
the Company shall pay all interest then accrued and unpaid (together with
interest thereon at the rate specified for the Series ___ Debentures, compounded
quarterly, to the extent that payment of such interest is enforceable under
applicable law). During such Extension Period, the Company may not declare or
pay any dividend on, redeem, purchase, acquire or make a liquidation payment
with respect to, any of its Capital Stock. Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period, provided
that such Extended Interest Payment Period together with all such


                                      A-3
<PAGE>

previous and further extensions thereof shall not exceed _______________________
and shall not extend beyond the Stated Maturity Date or Redemption Date of any
Series ___ Debenture. At the termination of any such Extended Interest Payment
Period and upon the payment of all amounts then due, the Company may elect to
begin a new Extended Interest Payment Period, subject to the foregoing
restrictions.

      Series __ Debentures are issuable only in registered form without coupons
in denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Debenture
is exchangeable for a like aggregate principal amount of Series __ Debentures of
a different authorized denomination, as requested by the Holder surrendering the
same.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the Holder hereof upon surrender of
this Debenture for registration of transfer at the office or agency of the
Registrar accompanied by a written instrument or instruments of transfer in form
satisfactory to the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Series __ Debentures
of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

      Prior to presentment for registration of transfer of this Debenture, the
Company, the Trustee, any Paying Agent and any Registrar may deem and treat the
Holder hereof as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Registrar) for the purpose of receiving payment of or on
account of the principal hereof and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent nor any
Registrar shall be affected by any notice to the contrary.

      No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      This Debenture shall not be valid until an authorized signatory of the
Trustee manually signs and dates the Trustee's Certificate of Authentication
below.

      IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by a duly authorized officer and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


                                      A-4
<PAGE>

                                       PSEG POWER LLC

                                       By: _____________________________________

[SEAL]

                                       Name:
                                       Title:

Attest:

____________________________________
[Assistant] Secretary


                                      A-5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Debentures, of the series designated, referred to in
the within-mentioned _____ Supplemental Indenture.

THE BANK OF NEW YORK, as Trustee

By: ________________________________
Name:

Authorized Signatory
Dated:  ____________________________


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<PAGE>

                                 ASSIGNMENT FORM

      To assign this Debenture, fill in the form below: (I) or (we) assign and
transfer this Debenture to:

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

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint _____________________________ agent to transfer this
Debenture on the books of the Register. The agent may substitute another to act
for him.

Dated: _____________________________   Signature: ______________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Debenture)

Signature Guaranty:

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, 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 Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-7