<PAGE>

                                                                     EXHIBIT 4.4

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

                              DIAGEO FINANCE B.V.,

                                                                          Issuer





                                   DIAGEO PLC,

                                                                       Guarantor





                                       TO


                                 CITIBANK, N.A.,

                                                                         Trustee




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


                                    INDENTURE

                              Dated as of [o], 2003


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




                           Guaranteed Debt Securities

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


<PAGE>


                               Diageo Finance B.V.
                                   Diageo plc
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                                                                    Indenture
Act Section                                                                                         Section
---------------                                                                                    ---------
<S>                                                                                              <C>
Section 310(a)(1)      ........................................................................  609
(a)(2)                 ........................................................................  609
(a)(3)                 ........................................................................  Not Applicable
(a)(4)                 ........................................................................  Not Applicable
(b)                    ........................................................................  608
                                                                                                 610
Section 311(a)         ........................................................................  613
(b)                    ........................................................................  613
Section 312(a)         ........................................................................  701
                                                                                                 702
(b)                    ........................................................................  702
(c)                    ........................................................................  702
Section 313(a)         ........................................................................  703
(b)                    ........................................................................  703
(c)                    ........................................................................  703
(d)                    ........................................................................  703
Section 314(a)         ........................................................................  704
(a)(4)                 ........................................................................  101
                                                                                                 1004
(b)                    ........................................................................  Not Applicable
(c)(1)                 ........................................................................  102
(c)(2)                 ........................................................................  102
(c)(3)                 ........................................................................  Not Applicable
(d)                    ........................................................................  Not Applicable
(e)                    ........................................................................  102
Section 315(a)         ........................................................................  601
(b)                    ........................................................................  602
(c)                    ........................................................................  601
(d)                    ........................................................................  601
(e)                    ........................................................................  514
Section 316(a)         ........................................................................  101
(a)(1)(A)              ........................................................................  502
                                                                                                 512
(a)(1)(B)              ........................................................................  513
(a)(2)                 ........................................................................  Not Applicable
                                                                                                 508
(c)                    ........................................................................  104
Section 317(a)(1)      ........................................................................  503
(a)(2)                 ........................................................................  1003
Section 318(a)         ........................................................................  107
</TABLE>


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                                TABLE OF CONTENTS


                                   ----------

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RECITALS..................................................................................................1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions.................................................................................2
              Act.........................................................................................2
              Affiliate...................................................................................2
              Agent Member................................................................................2
              Authenticating Agent........................................................................2
              Authorized Newspaper........................................................................2
              Bearer Security.............................................................................2
              Board of Directors..........................................................................3
              Board Resolution............................................................................3
              Book-Entry Depositary.......................................................................3
              Book-Entry Interests........................................................................3
              Business Day................................................................................3
              Clearstream.................................................................................3
              Certification Date..........................................................................3
              Commission..................................................................................3
              Common Depositary...........................................................................3
              Corporate Trust Office......................................................................3
              Corporation.................................................................................4
              Coupon......................................................................................4
              Defaulted Interest..........................................................................4
              Depositary..................................................................................4
              DTC.........................................................................................4
              DTC Agreement...............................................................................4
              Encumbrance.................................................................................4
              Euroclear Operator..........................................................................4
              Event of Default............................................................................4
              Exchange Act................................................................................4
              Exchange Date...............................................................................4
              Expiration Date.............................................................................4
              Fungible Bearer Securities..................................................................4
              Global Registered Security..................................................................4
              Global Security.............................................................................4
              Guarantees..................................................................................4
              Guarantor...................................................................................4
</TABLE>

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<TABLE>
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              Holder......................................................................................4
              Indenture...................................................................................4
              Interest....................................................................................5
              Interest Payment Date.......................................................................5
              Investment Company Act......................................................................5
              Issuer......................................................................................5
              Maturity....................................................................................5
              Non-Fungible Bearer Securities..............................................................5
              Notice of Default...........................................................................5
              Officers' Certificate.......................................................................5
              Opinion of Counsel..........................................................................5
              Order.......................................................................................5
              Original Issue Discount Security............................................................5
              Outstanding.................................................................................5
              Paying Agent................................................................................6
              Permanent Global Bearer Security............................................................6
              Person......................................................................................6
              Place of Payment............................................................................6
              Predecessor Security........................................................................7
              Principal Property..........................................................................7
              Redemption Date.............................................................................7
              Redemption Price............................................................................7
              Registered Security.........................................................................7
              Regular Record Date.........................................................................7
              Responsible Officer.........................................................................7
              Restricted Subsidiary.......................................................................7
              Securities..................................................................................7
              Securities Act..............................................................................8
              Securities Depositary Agreement.............................................................8
              Security Register and Security Registrar....................................................8
              Special Record Date.........................................................................8
              Stated Maturity.............................................................................8
              Subsidiary..................................................................................8
              Temporary Global Bearer Security............................................................8
              Trustee.....................................................................................8
              Trust Indenture Act.........................................................................8
              United States...............................................................................8
              U.S. Government Obligations.................................................................8
              Vice President..............................................................................9

Section 102.  Compliance Certificates and Opinions........................................................9
Section 103.  Form of Documents Delivered to Trustee......................................................9
Section 104.  Acts of Holders of Securities; Record Dates................................................10
Section 105.  Notices, Etc., to Trustee, Issuer and Guarantor............................................12
Section 106.  Notice to Holders of Securities; Waiver....................................................12
Section 107.  Language of Notices, Etc...................................................................13
Section 108.  Conflict with Trust Indenture Act..........................................................13
</TABLE>



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<TABLE>
<CAPTION>
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<S>                                                                                                      <C>
Section 109.  Effect of Headings and Table of Contents...................................................14
Section 110.  Successors and Assigns.....................................................................14
Section 111.  Separability Clause........................................................................14
Section 112.  Benefits of Indenture......................................................................14
Section 113.  Governing Law..............................................................................14
Section 114.  Saturdays, Sundays and Legal Holidays......................................................14
Section 115.  Appointment of Agent for Service...........................................................14

                                   ARTICLE TWO

                          SECURITY AND GUARANTEE FORMS

Section 201.  Forms Generally............................................................................16
Section 202.  Form of Global Security....................................................................17
Section 203.  [Form of Reverse of Global Security].......................................................19
Section 204.  Form of Registered Security................................................................25
Section 205.  [Form of Reverse of Registered Security]...................................................26
Section 206.  Form of Bearer Security....................................................................32
Section 207.  [Form of Reverse of Bearer Security].......................................................34
Section 208.  Form of Coupon.............................................................................40
Section 209.  Form of Legend for Global Registered Securities............................................42
Section 210.  Form of Trustee's Certificate of Authentication............................................42
Section 211.  Guarantee by Guarantor; Form of Guarantee..................................................42

                                  ARTICLE THREE

                          THE SECURITIES AND GUARANTEES

Section 301.  Amount Unlimited; Issuable in Series.......................................................46
Section 302.  Denominations..............................................................................49
Section 303.  Execution, Authentication, Delivery and Dating.............................................49
Section 304.  Temporary Securities.......................................................................51
Section 305.  Registration, Registration of Transfer and Exchange........................................52
Section 306.  Mutilated, Destroyed, Lost and Stolen Securities and Coupons...............................57
Section 307.  Payment of Interest; Interest Rights Preserved.............................................58
Section 308.  Persons Deemed Owners......................................................................59
Section 309.  Cancellation...............................................................................59
Section 310.  Computation of Interest....................................................................60
Section 311.  CUSIP Numbers..............................................................................60
Section 312.  Forms of Certification.....................................................................60
</TABLE>



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                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture....................................................64
Section 402.  Application of Trust Money.................................................................65
Section 403.  Defeasance and Discharge of Securities of any Series.......................................65

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.  Events of Default..........................................................................67
Section 502.  Acceleration of Maturity; Rescission and Annulment.........................................68
Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee............................69
Section 504.  Trustee May File Proofs of Claim...........................................................69
Section 505.  Trustee May Enforce Claims Without Possession of Securities................................70
Section 506.  Application of Money Collected.............................................................70
Section 507.  Limitation on Suits........................................................................70
Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest and to Convert....................................................................71
Section 509.  Restoration of Rights and Remedies.........................................................71
Section 510.  Rights and Remedies Cumulative.............................................................71
Section 511.  Delay or Omission Not Waiver...............................................................72
Section 512.  Control by Holders of Securities...........................................................72
Section 513.  Waiver of Past Defaults....................................................................72
Section 514.  Undertaking for Costs......................................................................73
Section 515.  Waiver of Stay or Extension Laws...........................................................73

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.  Certain Duties and Responsibilities........................................................74
Section 602.  Notice of Defaults.........................................................................74
Section 603.  Certain Rights of Trustee..................................................................74
Section 604.  Not Responsible for Recitals or Issuance of Securities.....................................75
Section 605.  May Hold Securities........................................................................75
Section 606.  Money Held in Trust........................................................................75
Section 607.  Compensation and Reimbursement.............................................................76
Section 608.  Conflicting Interests......................................................................76
Section 609.  Corporate Trustee Required; Eligibility....................................................76
Section 610.  Resignation and Removal; Appointment of Successor..........................................76
Section 611.  Acceptance of Appointment by Successor.....................................................78
</TABLE>


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<TABLE>
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<S>                                                                                                      <C>
Section 612.  Merger, Conversion, Consolidation or Succession to Business................................79
Section 613.  Preferential Collection of Claims Against Issuer or Guarantor..............................79
Section 614.  Appointment of Authenticating Agent........................................................79

                                  ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE, ISSUER AND THE GUARANTOR

Section 701.  Issuer and Guarantor to Furnish Trustee Names and Addresses of Holders.....................81
Section 702.  Preservation of Information; Communications to Holders.....................................81
Section 703.  Reports by Trustee.........................................................................81
Section 704.  Reports by Issuer and Guarantor............................................................82
Section 705.  Calculation of Original Issue Discount.....................................................82

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.  Issuer or Guarantor May Consolidate, Etc., Only on Certain Terms...........................83
Section 802.  Successor Substituted......................................................................84
Section 803.  Assumption by Guarantor or Subsidiary of Issuer's Obligations..............................84

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.........................................87
Section 902.  Supplemental Indentures with Consent of Holders............................................88
Section 903.  Execution of Supplemental Indentures.......................................................89
Section 904.  Effect of Supplemental Indentures..........................................................89
Section 905.  Conformity with Trust Indenture Act........................................................89
Section 906.  Reference in Securities to Supplemental Indentures.........................................89

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest.................................................91
Section 1002. Maintenance of Office or Agency............................................................91
Section 1003. Money for Securities Payments to Be Held in Trust..........................................92
Section 1004. Additional Amounts.........................................................................93
</TABLE>


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<TABLE>
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Section 1005. Statement by Members of Board of Directors or Officers as to Default.......................94
Section 1006. Existence..................................................................................95
Section 1007. Maintenance of Properties..................................................................95
Section 1008. Payment of Taxes and Other Claims..........................................................95
Section 1009. Limitation on Liens........................................................................95
Section 1010. Limitation on Sales and Leasebacks.........................................................97
Section 1011. Waiver of Certain Covenants................................................................98

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article...................................................................99
Section 1102. Election to Redeem; Notice to Trustee......................................................99
Section 1103. Selection by Trustee of Securities to Be Redeemed..........................................99
Section 1104. Notice of Redemption......................................................................100
Section 1105. Deposit of Redemption Price...............................................................100
Section 1106. Securities Payable on Redemption Date.....................................................100
Section 1107. Securities Redeemed in Part...............................................................101
Section 1108. Optional Redemption Due to Changes in Tax Treatment.......................................101

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201. Applicability of Article..................................................................103
Section 1202. Satisfaction of Sinking Fund Payments with Securities.....................................103
Section 1203. Redemption of Securities for Sinking Fund.................................................103

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

Section 1301. Purposes for Which Meetings May Be Called.................................................103
Section 1302. Call, Notice and Place of Meetings........................................................104
Section 1303. Persons Entitled to Vote at Meetings......................................................104
Section 1304. Quorum; Action............................................................................104
Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings.......................105
Section 1306. Counting Votes and Recording Action of Meetings...........................................105
</TABLE>




<PAGE>



       INDENTURE, dated as of [o], 2003, among DIAGEO FINANCE B.V., a private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under Dutch law having its corporate seat in
Amsterdam, the Netherlands (the "Issuer"), having its principal offices at
Molenwerf 10-12, 1014 BG Amsterdam, the Netherlands, DIAGEO PLC, a public
limited company incorporated under the laws of England and Wales (the
"Guarantor"), having its principal office at 8 Henrietta Place, London W1M 9AG,
England, and CITIBANK, N.A., a national banking association duly organized and
existing under the laws of the United States of America, as Trustee hereunder
(herein called the "Trustee").

                                    RECITALS

       The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

       The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the Guarantees by it with respect to the Securities as
set forth in this Indenture.

       All things necessary to make this Indenture a valid agreement of the
Issuer and the Guarantor, 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 Securities, as follows:



<PAGE>



                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

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

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

              (2) all other terms used herein which are defined in the Trust
       Indenture Act, either directly or by reference therein, have the meanings
       assigned to them therein;

              (3) all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles, and, except as otherwise herein expressly
       provided, the term "generally accepted accounting principles" with
       respect to any computation required or permitted hereunder shall mean
       such accounting principles as are generally accepted in the United
       Kingdom at the date of such computation and as applied by the Guarantor;
       and

              (4) Unless the context otherwise requires, any reference to an
       "Article" or a "Section" refers to an Article or a Section, as the case
       may be, of this Indenture; and

              (5) the words "herein", "hereof" and "hereunder" and other words
       of similar import refer to this Indenture as a whole and not to any
       particular Article, Section or other subdivision.

       "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

       "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

       "Agent Member" means a member of, or participant in, DTC.

       "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

       "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

       "Bearer Security" means any Security issued in the form set forth in
Section 204 or established pursuant to Section 201 which is payable to bearer.



                                      -2-
<PAGE>





       "Board of Directors", when used with reference to the Issuer, means its
management board, or when used with reference to the Guarantor, the board of
directors, or any committee of such board of the Issuer or the Guarantor, as the
case may be, duly authorized to act for such board hereunder.

       "Board Resolution", when used with reference to the Issuer, means a copy
of a resolution certified by any two members of the Board of Directors or, when
used with reference to the Guarantor, means a copy of a resolution certified by
any member of the Board of Directors or the Secretary or the Assistant
Secretary, or, in each case, any person duly appointed by 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, and in each case delivered to the
Trustee.

       "Book-Entry Depositary" means, with respect to Securities issuable or
issued in whole or in part in the form of one or more Global Securities, the
Person, if any, appointed as agent by the Issuer under the Securities Depositary
Agreement dated as of [o], 2003 (the "Securities Depositary Agreement") for the
sole purposes of maintaining records in which it shall record the ownership,
transfer and increases or decreases in the principal amount of certificateless
depositary interests in registered form ("Book-Entry Interests") representing a
100% interest in a Global Security (or a successor Book-Entry Depositary), and
if at any time there is more than one such Person, "Book-Entry Depositary" as
used with respect to the Securities shall mean the respective Book-Entry
Depositary with respect to particular Securities.

       "Book-Entry Interests" has the meaning specified in "Book-Entry
Depositary" above.

       "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

       "Clearstream" means Clearstream Banking, Societe Anonyme.

       "Certification Date" shall mean with respect to Securities of any series
(i) if Bearer Securities of such series are not to be initially represented by a
Temporary Global Bearer Security, the date of delivery of the definitive Bearer
Security and (ii) if Bearer Securities of such series are initially represented
by a Temporary Global Bearer Security, the earlier of (A) the Exchange Date with
respect to Securities of such Series and (B) if the first Interest Payment Date
with respect to Securities of such series is prior to such Exchange Date, such
Interest Payment Date.

       "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 instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

       "Common Depositary" has the meaning specified in Section 304.

       "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 111 Wall Street, 14th Floor, New York,
New York 10043, Attention: Corporate Agency and Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders,
the Company and the Guarantor, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders, the Company and the Guarantor).




                                      -3-
<PAGE>


       "Corporation" means a corporation, association, company, joint-stock
company or business trust.

       "Coupon" means any interest coupon appertaining to a Bearer Security.

       "Defaulted Interest" has the meaning specified in Section 307.

       "Depositary" means, with respect to Securities of any series issuable or
issued in whole or in part in the form of one or more Global Registered
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
301.

       "DTC" means The Depository Trust Company or its nominee.

       "DTC Agreement" has the meaning specified in Section 305(a).

       "Encumbrance" means any mortgage, pledge, security interest or lien.

       "Euroclear Operator" means Morgan Guaranty Trust Company of New York
(Brussels office) as operator of the Euroclear system.

       "Event of Default" has the meaning specified in Section 501.

       "Exchange Act" means the United States Securities Exchange Act of 1934
and any statute successor thereto, in each case as amended from time to time.

       "Exchange Date" has the meaning specified in Section 304.

       "Expiration Date" has the meaning specified in Section 104.

       "Fungible Bearer Securities" has the meaning specified in Section 305(a).

       "Global Registered Security" means a Registered Security that evidences
all or part of the Securities of any series and bears the legend set forth in
Section 206 (or such legend as may be specified as contemplated by Section 301
for such Securities).

       "Global Security" means a Security evidencing all or part of the
Securities of any series substantially in the form set forth in Section 202
hereof.

       "Guarantees" means any Guarantees of the Guarantor endorsed on Securities
authenticated and delivered pursuant to this Indenture and shall include the
form of Guarantee set forth in Section 208.

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

       "Holder" means (i) in the case of a Registered Security, a Person in
whose name a Security is registered in the Security Register, (ii) in the case
of a Global Security, the bearer thereof, (iii) in the case of a Bearer
Security, the bearer thereof, and (iv) in the case of a coupon, the bearer
thereof.

       "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




                                      -4-
<PAGE>


applicable provisions hereof, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as contemplated by
Section 301.

       "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

       "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

       "Investment Company Act" means the United States Investment Company Act
of 1940 and any statute successor thereto, in each case as amended from time to
time.

       "Issuer" means the Person named as "Issuer" 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 "Issuer" shall mean such
successor Person. Issuer shall also mean any new issuer of Securities under this
Indenture as contemplated by Section 901(1).

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

       "Non-Fungible Bearer Securities" has the meaning specified in Section
305(a).

       "Notice of Default" means a written notice of the kind specified in
Section 501(4).

       "Officers' Certificate" means a certificate delivered to the Trustee
signed by any director or the Secretary or any person duly appointed in a Board
Resolution of the Guarantor or, in the case of the Issuer, signed by any two
members of the Board of Directors or by any other person duly authorized to sign
Officers' Certificates by any two members of the Board of Directors. An officer
signing an Officers' Certificate given pursuant to Section 1005 shall be the
principal executive, financial or accounting officer of the Guarantor, or in the
case of the Issuer, the executive, financial or accounting officer so designated
by the Board of Directors.

       "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Issuer or the Guarantor, or other counsel acceptable to the
Trustee.

       "Order" means a written request or order signed, in the case of the
Issuer, in the name of the Issuer by any two members of the Board of Directors
or any person duly appointed by a Board Resolution of the Issuer or, in the case
of the Guarantor, in the name of the Guarantor by any director or the Secretary
or any person duly appointed by the Board of Directors of the Guarantor, as the
case may be, in each case delivered to the Trustee.

       "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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




                                      -5-
<PAGE>




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

       (ii) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Issuer) in trust or set aside and segregated in trust by the
Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such
Securities and any coupons appertaining thereto; 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;

       (iii) Securities as to which Defeasance has been effected pursuant to
Section 403; and

       (iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Issuer;

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, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 301 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, (iii) if the principal
amount payable at Stated Maturity of any Security is not determinable upon
original issuance, the principal amount of such Security that shall be deemed to
be Outstanding shall be the amount as specified or determined as contemplated by
Section 301, and (iv) Securities owned by the Issuer, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Issuer, the Guarantor 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 the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer, the Guarantor or any other obligor upon the Securities or any
Affiliate of the Issuer, the Guarantor or of such other obligor.

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

       "Permanent Global Bearer Security" has the meaning specified in Section
304.

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

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




                                      -6-
<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 purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

       "Principal Property" means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, located in the United States or the United Kingdom, owned or leased by
the Guarantor or any Restricted Subsidiary, the gross book value (without
deduction of any depreciation reserves) of which on the date as of which the
determination is being made exceeds 2% of consolidated shareholders' equity of
the Guarantor, other than (i) any such building, structure or other facility or
portion thereof which, in the opinion of the Board of Directors of the
Guarantor, is not of material importance to the total business conducted by the
Guarantor and its Subsidiaries as an entirety or (ii) any portion of any such
property which, in the opinion of the Board of Directors of the Guarantor, is
not of material importance to the use or operation of such property.

       "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

       "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

       "Registered Security", means any Security issued in the form set forth
in Section 203 or established pursuant to Section 201 which is registered in the
Security Register. A Global Registered Security is a Registered Security.

       "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.

       "Responsible Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistance
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

       "Restricted Subsidiary" means any Subsidiary (i) substantially all of the
physical properties of which are located, or substantially all the operations of
which are conducted, within the United States or the United Kingdom and (ii)
which owns a Principal Property; provided, however, that the term "Restricted
Subsidiary" shall not include any Subsidiary which is principally engaged in
leasing or in financing instalment receivables or which is principally engaged
in financing the operations of the Guarantor and its consolidated Subsidiaries.

       "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.




                                      -7-
<PAGE>


       "Securities Act" means the United States Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

       "Securities Depositary Agreement" has the meaning specified in
"Book-Entry Depositary" above.

       "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

       "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 307.

       "Stated Maturity" , when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security or a coupon representing such instalment of interest as the fixed
date on which the principal of such Security or such instalment of principal or
interest is due and payable.

       "Subsidiary" means a corporation in respect of which more than 50% of the
outstanding voting stock or equity interest having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
the Guarantor or by one or more of its Subsidiaries, or by the Guarantor and one
or more Subsidiaries.

       "Temporary Global Bearer Security" has the meaning specified in Section
304.

       "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.

       "Trust Indenture Act" means the United States Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed (except as
provided in Section 905); provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

       "United States" means the United States of America (including the States
and the District of Columbia) and its possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).

       "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or 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 either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt; 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




                                      -8-
<PAGE>


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.

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

Section 102. Compliance Certificates and Opinions.

       Upon any application or request by the Issuer or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Issuer or
Guarantor shall furnish to the Trustee such certificates and opinions as may be
required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers' Certificate, if to be given by any two
members of the Board of Directors of the Issuer or an officer of the Guarantor,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

       Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

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

              (2) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

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

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

Section 103. Form of Documents Delivered to Trustee.

       In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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




                                      -9-
<PAGE>


representations with respect to such matters are erroneous.

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

Section 104. Acts of Holders of Securities; Record Dates.

       (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Thirteen or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Issuer and the Guarantor. Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders of Securities signing such
instrument or instruments and so voting at such meeting. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy, or of
the holding by any person of a Security shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Issuer and the Guarantor, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1306.

       (b) The fact and date of the execution by any Person of any instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

       (c) The Issuer and the Guarantor may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided
that the Issuer and the Guarantor 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, or their duly
designated proxies, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders, or duly designated proxies,
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
Issuer or the Guarantor 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




                                      -10-
<PAGE>


automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders, or their duly designated proxies, 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 Issuer and the Guarantor, at their own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

       The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, or their duly designated proxies,
and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders, or their duly
designated proxies, of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders, or their duly designated
proxies, of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Trustee, at the expense of the Issuer and
the Guarantor, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Issuer and the
Guarantor in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

       With respect to any record date set pursuant to this Section, the party
hereto which sets such record 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 party or parties hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date and, if an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party or parties hereto which set such record date shall be deemed to have
designated the 180th day after such record date as the Expiration Date with
respect thereto.

       Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents or proxies each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

       (d) The principal amount and serial numbers of Registered Securities held
by any Person, and the date of holding the same, shall be proved by the Security
Register. The principal amount and serial numbers of Global Securities and
Bearer Securities held by any Person, and the date of holding the same, may be
proved by the production of such Global Securities or Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Global
Securities or Bearer Securities therein described; or such facts may be proved
by the certificate or




                                      -11-

<PAGE>


affidavit of the person holding such Global Securities or Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee, the Issuer and the Guarantor may assume that such ownership of any
Global Security or Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Global Security or
Bearer Security is produced, or (2) such Global Security or Bearer Security is
produced to the Trustee by some other Person, or (3) such Global Security or
Bearer Security is surrendered in exchange for a Registered Security, or (4)
such Global Security or Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Global Securities or Bearer Securities held by any
Person, and the date of holding the same, may also be proved in any other manner
which the Trustee deems sufficient.

       (e) 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, the
Issuer or the Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security.

       (f) The provisions of this Section 104 are subject to the provisions of
Section 1305.

Section 105. Notices, Etc., to Trustee, Issuer and Guarantor.

       Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders of Securities or other document provided for or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

              (1) the Trustee by any Holder of Securities or by the Issuer or
       the Guarantor shall be sufficient for every purpose hereunder if made,
       given, furnished or filed in writing (or sent by facsimile and confirmed
       in writing) to or with the Trustee at its Corporate Trust Office,
       Attention: Corporate Agency and Trust, or

              (2) the Issuer or the Guarantor by the Trustee or by any Holder of
       Securities shall be sufficient for every purpose hereunder (unless
       otherwise herein expressly provided) if in writing and mailed (or sent by
       facsimile and confirmed in writing), in the case of the Issuer,
       international air mail postage prepaid and addressed to its principal
       office specified in the first paragraph of this instrument to the
       attention of its Secretary, or at any other address previously furnished
       in writing to the Trustee by the Issuer and, in the case of the
       Guarantor, international air mail postage prepaid and addressed to its
       principal office specified in the first paragraph of this instrument to
       the attention of its Secretary, or at any other address previously
       furnished in writing to the Trustee by the Guarantor.

Section 106. Notice to Holders of Securities; Waiver.

       Unless otherwise herein expressly provided, where this Indenture provides
for notice to Holders of any event,

              (1) such notice shall be sufficiently given to Holders of
       Registered Securities if in writing and mailed, first-class postage
       prepaid, to each Holder of a Registered Security 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;

              (2) such notice shall be sufficiently given to Holders of Bearer
       Securities if published in an Authorized Newspaper in London, England and
       in such other city or cities as may




                                      -12-
<PAGE>


       be specified in such Securities on a Business Day at least twice, the
       first such publication to be not earlier than the earliest date, and not
       later than the latest date, prescribed for the giving of such notice; and

              (3) such notice shall be sufficiently given to Holders of Global
       Securities if in writing and mailed, first-class postage prepaid, to each
       Holder of a Global Security affected by such event, at the address
       provided to the Trustee by the Holder thereof, 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 case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice to Holders of
Registered Securities by mail, then such notification as shall be given with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Global Securities or
Holders of Bearer Securities given as provided herein.

       In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities or Holders of Global Securities given as provided
herein

       In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice to Holders of
Global Securities by mail, then such notification as shall be given with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Global Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Global Security shall affect the
sufficiency of such notice with respect to other Holders of Global Securities or
the sufficiency of any notice to Holders of Registered Securities or Holders of
Bearer Securities given as provided herein.

       Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

Section 107. Language of Notices, Etc.

       Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Section 108. Conflict with Trust Indenture Act.

       If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision




                                      -13-
<PAGE>


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 109. 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 110. Successors and Assigns.

       All covenants and agreements in this Indenture by the Issuer or the
Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

Section 111. Separability Clause.

       In case any provision in this Indenture or in the Securities, coupons or
the Guarantees 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 112. Benefits of Indenture.

       Nothing in this Indenture or in the Securities, coupons or the
Guarantees, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders of Securities and coupons,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

Section 113. Governing Law.

       This Indenture and the Securities, coupons and the Guarantees shall be
governed by and construed in accordance with the laws of the State of New York.

Section 114. Saturdays, Sundays and Legal Holidays.

       In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last day on which Holders have the right to
convert their Securities shall not be a Business Day at any Place of Payment or
conversion, then (notwithstanding any other provision of this Indenture or of
the Securities or coupons (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or conversion need not be
made at such Place of Payment or conversion on such date, but may be made on the
next succeeding Business Day at such Place of Payment or conversion with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or on such last day for conversion.

Section 115. Appointment of Agent for Service.

       By the execution and delivery of this Indenture, each of the Issuer and
the Guarantor hereby appoints Diageo North America, Inc. as its agent upon which
process may be served in any legal action or proceeding which may be instituted
in any Federal or State court in the Borough of Manhattan, the City of New York,
arising out of or relating to the Securities, the coupons, the Guarantees or
this Indenture, but for that purpose only. Service of process upon such agent at
the office of Diageo North




                                      -14-
<PAGE>


America, Inc. at Six Landmark Square, Stamford, Connecticut, 06901-2704, and
written notice of said service to the Issuer or the Guarantor by the Person
servicing the same addressed as provided by Section 105, shall be deemed in
every respect effective service of process upon the Issuer or the Guarantor,
respectively, in any such legal action or proceeding, and each of the Issuer and
the Guarantor hereby submits to the nonexclusive jurisdiction of any such court
in which any such legal action or proceeding is so instituted. Such appointment
shall be irrevocable so long as the Holders of Securities or coupons shall have
any rights pursuant to the terms thereof or of this Indenture until the
appointment of a successor by the Issuer or the Guarantor with the consent of
the Trustee and such successor's acceptance of such appointment. Each of the
Issuer and the Guarantor further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of such agent or
successor.



                                      -15-
<PAGE>


                                  ARTICLE TWO

                          SECURITY AND GUARANTEE FORMS

Section 201. Forms Generally.

       The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution of the Issuer or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the members of the Board of Directors executing such Securities,
as evidenced by their execution thereof. If Temporary Global Bearer Securities
or Permanent Global Bearer Securities are issued as permitted by Section 304,
the form thereof shall be established as provided in the preceding sentence. If
the forms of Securities or coupons of any series (or any such Temporary Global
Bearer Security or Permanent Global Bearer Security) are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by any two members of the Board of Directors of the
Issuer delivered to the Trustee at or prior to the delivery of the Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

       The Guarantees by the Guarantor to be endorsed on the Securities of each
series shall be in substantially the form set forth in Section 208, or in such
other form as shall be established by or pursuant to a Board Resolution of the
Guarantor, or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the directors or officers
delivering such Guarantees, all as evidenced by such delivery.

       The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the members of the Board of Directors executing such Securities, as evidenced
by their execution of such Securities.


                                      -16-
<PAGE>


Section 202. Form of Global Security.

             [Form of Face of Global Security]

             [Insert any legend required by the Internal Revenue Code and
              the regulations thereunder.]

                               DIAGEO FINANCE B.V.

                               [Title of Security]
                    Payment of Principal[, Premium, if any,]
              and Interest Fully and Unconditionally Guaranteed by
                                   DIAGEO PLC

No.______________                                       CUSIP NO. ______________

       DIAGEO FINANCE B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and
having its corporate seat in Amsterdam, the Netherlands (herein called the
"Issuer", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to bearer
upon presentation and surrender of this Security the principal sum
of______________________ on ________________________________________ [if the
Security is to bear interest prior to Maturity, insert --, and to pay interest
thereon from _____________, 20___ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears
on ____________ and ____________ in each year] [annually in arrears on
______________ in each year], commencing ___________, 20___, at the rate of
____% per annum, until the principal hereof is paid or made available for
payment [if applicable, insert --, provided that any principal and premium, and
any such instalment of interest, which is overdue shall bear interest at the
rate of __% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand].] [If
the Security is not to bear interest prior to Maturity, insert -- The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity,
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the date such amounts are due until
they are paid or made available for payment. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal or
premium which is not so paid on demand shall bear interest at the rate of ____%
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on overdue interest shall be
payable on demand.] [The Trustee shall act as Paying Agent with respect to the
Securities of this series.]

       [The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor or the Trustee may treat the bearer hereof as the owner of this
Security for all purposes, whether or not this Security shall be overdue, and
none of the Issuer, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.]

       [Title to this Security shall pass by delivery.]

       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.




                                      -17-
<PAGE>


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

       Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed manually or in facsimile.

Dated:

                                      DIAGEO FINANCE B.V.

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


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

[SEAL]

Attested:

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




                                      -18-
<PAGE>


Section 203. [Form of Reverse of Global Security]

       This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [o], 2003 herein called the "Indenture"
which term shall have the meaning assigned to it in such instrument), among the
Issuer, Diageo plc, a public limited company incorporated under the laws of
England and Wales (herein called the "Guarantor", which term includes any
successor Person under the Indenture referred to herein), and Citibank, N.A., as
Trustee (herein called the "Trustee", which term includes any other successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to U.S.$___________].

       [If applicable, insert -- The Securities of this series are subject to
redemption [if applicable, insert -- (1) on ___________ in any year commencing
with the year ______ and ending with the year ______ through operation of the
sinking fund for this series at a Redemption Price equal to [insert formula for
determining amount] (with the amount in excess of 100% of the principal amount
being additional interest), and (2)] at any time [if applicable, insert -- on or
after __________, 20____], as a whole or in part, at the election of the Issuer,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert -- on or before _______________,
__%, and if redeemed] during the 12-month period beginning _____________ of the
years indicated,

<TABLE>
<CAPTION>
                      Redemption                                 Redemption
    Year               Price                Year                    Price
    ----               -----                ----                    -----
<S>                   <C>                   <C>                  <C>



</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable only upon presentation and
surrender of this Security (at an office or agency located outside the United
States, except as herein provided otherwise).]




                                      -19-
<PAGE>


       [If applicable, insert -- The Securities of this series are subject to
redemption (1) on ____________ in any year commencing with the year ____ and
ending with the year ____, through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert -- on or after ____________, 20___],
as a whole or in part, at the election of the Issuer, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount, with the amount in excess of 100% of the
principal amount being additional interest) set forth in the table below: If
redeemed during the 12-month period beginning ______________ of the years
indicated,

<TABLE>
<CAPTION>
                         Redemption Price
                          For Redemption            Redemption Price For
                         Through Operation          Redemption Otherwise
                              of the               Than Through Operation
         Year              Sinking Fund              of the Sinking Fund
         ----            -----------------         ----------------------
<S>                      <C>                       <C>


</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable only upon presentation and surrender of this Security (at
an office or agency located outside the United States, except as herein provided
otherwise).]

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

       [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year ______ and
ending with the year ______ of [if applicable, insert -- not less than
U.S.$__________ ("mandatory sinking fund") and not more than] U.S.$_________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Issuer otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- in the inverse order in which they become
due].]

       [If applicable, insert -- The Securities may be redeemed at the option of
the Issuer or the Guarantor, in whole but not in part, upon not less than 30 nor
more than 60 days' notice given as provided in the Indenture, at any time at a
Redemption Price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption if (a) as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of the
jurisdiction (or of any political subdivision or taxing authority thereof or
therein) in which the Issuer or the Guarantor is incorporated (or, in the case
of a successor Person to the Issuer or the Guarantor, of the jurisdiction in
which such successor Person is organized or any political subdivision or taxing
authority thereof or therein) or any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which such jurisdiction or such
political subdivision or taxing authority (or such other jurisdiction or
political




                                      -20-

<PAGE>


subdivision or taxing authority) is a party, which change, execution or
amendment becomes effective on or after __________ (or, in the case of a
successor Person to the Issuer or the Guarantor, the date on which such
successor Person became such pursuant to the applicable provisions of the
Indenture) or (b) a result of any delivery or of any requirement to deliver
definitive Registered Securities (having used all reasonable efforts to avoid
having to issue such definitive Registered Securities) (i) the Issuer or the
Guarantor (or such successor Person) is or would be required to pay additional
amounts with respect to the Securities or the Guarantees, respectively, on the
next succeeding Interest Payment Date as set forth below or in the Guarantee
endorsed hereon or (ii) the Guarantor or any Subsidiary of the Guarantor is or
would be required to deduct or withhold tax on any payment to the Issuer to
enable the Issuer to make any payment of principal or interest in respect of the
Securities and, in each case, the payment of such additional amounts in the case
of (i) above or such deduction or withholding in the case of (ii) above cannot
be avoided by the use of any reasonable measures available to the Issuer, the
Guarantor or the Subsidiary.]

       [If applicable, insert -- The Securities may also be redeemed in whole
but not in part upon not less than 30 nor more than 60 days' notice given as
provided in the Indenture at any time at a Redemption Price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption
if the Person formed by a consolidation of the Issuer or the Guarantor or into
which the Issuer or the Guarantor is merged or to which the Issuer or the
Guarantor conveys, transfers or leases its properties and assets substantially
as an entirety is required to pay a Holder additional amounts in respect of any
tax, assessment or governmental charge imposed on any such Holder or required to
be withheld or deducted from any payment to such Holder as a consequence of such
consolidation, merger, conveyance, transfer or lease.]

       [If applicable, insert -- The Redemption Price of the Securities shall be
equal to the applicable percentage of the principal amount at Stated Maturity
set forth below:

<TABLE>
<CAPTION>
         If Redemption During the                               Redemption
        12-Month Period Commencing                                Price
        --------------------------                              ----------
<S>                                                             <C>


</TABLE>

together with, in each case (except if the Redemption Date shall be a
_____________), an amount equal to the applicable Redemption Price multiplied by
a fraction the numerator of which is the number of days from but not including
the preceding ________________ to and including the Redemption Date multiplied
by the difference between the Redemption Price applicable during the 12 months
beginning on the _________________ following the Redemption Date (or, in the
case of a Redemption Date after ________________, 100%) and the Redemption Price
applicable on the Redemption Date and the denominator of which is the total
number of days from but not including the _________________ preceding the
Redemption Date to and including the next succeeding _____________. The Issuer
will also pay to each eligible Holder, or make available for payment to each
such Holder, on the Redemption Date any additional interest (as set forth [on
the face hereof or] in the Guarantee endorsed hereon) resulting from the payment
of such Redemption Price.]

       [If applicable, insert -- The Redemption Price of the Securities either
in the event of certain changes in the tax treatment or in an event of default
would include, in addition to the face amount of the Security, an amount equal
to the Original Issue Discount accrued since the issue date. Original Issue
Discount (the difference between the Issue Price and the Principal Amount at
Maturity of the Security), in the period during which a Security remains
outstanding, shall accrue at ___% per annum, on a semi-annual bond equivalent
basis using a 360-day year composed of twelve 30-day months, commencing on the
Issue Date of this Security.]




                                      -21-

<PAGE>


       [If applicable, insert -- Notice of redemption will be given by mail to
Holders of Securities, not less than 30 nor more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.]

       [If applicable, insert -- If the Security is subject to redemption of any
kind, insert -- In the event of redemption of this Security in part only, a new
Security of this series and of like tenor for the unredeemed portion hereof will
be issued to the bearer hereof upon the cancellation hereof.]

       [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the entire indebtedness on this Security upon
compliance by the Issuer or the Guarantor with certain conditions set forth
thereon, which provisions apply to this Security.]

       [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time after _________________, to convert this Security into
[Describe Securities and conversion mechanics].]

       [If applicable, insert -- In the event of conversion of this Security in
part only, a new Security or Securities of this series and of like tenor for the
unconverted portion hereof will be issued to the Bearer hereof upon the
cancellation hereof.]

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

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

       [If not applicable, delete -- If any deduction or withholding for any
present or future taxes, assessments or other governmental charges of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Issuer is incorporated shall at any time be required by
such jurisdiction (or any such political subdivision or taxing authority) in
respect of any amounts to be paid by the Issuer under the Securities, the Issuer
will pay to the Holder of this Security such additional amounts as may be
necessary in order that the net amounts paid to such Holder of such Security
who, with respect to any such tax, assessment or other governmental charge, is
not resident in such jurisdiction, after such deduction or withholding, shall be
not less than the amounts specified in such Security to which such Holder is
entitled; provided, however, that the Issuer shall not be required to make any
payment of additional amounts (i) for or on account of any such tax, assessment
or governmental charge imposed by the United States or any political subdivision
or taxing authority thereof or therein or (ii) for or on account of:

              (1) any tax, assessment or other governmental charge which would
       not have been imposed but for (i) the existence of any present or former
       connection between such Holder (or between a fiduciary, settlor,
       beneficiary, member or shareholder of, or possessor of a power over, such
       Holder, if such Holder is an estate, trust, partnership or corporation)
       and the taxing jurisdiction or any political subdivision or territory or
       possession thereof or area subject to its




                                      -22-

<PAGE>



       jurisdiction, including, without limitation, such Holder (or such
       fiduciary, settlor, beneficiary, member, shareholder or possessor) being
       or having been a citizen or resident thereof or being or having been
       present or engaged in trade or business therein or having or having had a
       permanent establishment therein or (ii) the presentation of a Security
       (where presentation is required) for payment on a date more than 30 days
       after the date on which such payment became due and payable or the date
       on which payment thereof is duly provided for, whichever occurs later;

              (2) any estate, inheritance, gift, sale, transfer, personal
       property or similar tax, assessment or other governmental charge;

              (3) any tax, assessment or other governmental charge which is
       payable otherwise than by withholding from payments of (or in respect of)
       principal of, or any interest on, the Securities;

              (4) any tax, assessment or other governmental charge that is
       imposed or withheld by reason of the failure to comply by the Holder or
       the beneficial owner of this Security with a request of the Issuer
       addressed to the Holder (i) to provide information concerning the
       nationality, residence or identity of the Holder or such beneficial owner
       or (ii) to make any declaration or other similar claim or satisfy any
       information or reporting requirement, which, in the case of (i) or (ii),
       is required or imposed by a statute, treaty, regulation or administrative
       practice of the taxing jurisdiction as a precondition to exemption from
       all or part of such tax, assessment or other governmental charge; or

              (5) any combination of items (1), (2), (3) and (4) above;

nor shall additional amounts be paid (i) with respect to any payment in respect
of any Security to any Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the jurisdiction (or any political subdivision or taxing
authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had it been the Holder of such Security or (ii) in the event
that the obligation to pay additional amounts is the result of the issuance of
definitive Registered Securities to a Holder of a Predecessor Security at such
Holder's request upon the occurrence of an Event of Default and at the time
payment is made definitive Registered Securities have not been issued in
exchange for the entire principal amount of the Predecessor Securities. The
foregoing provisions shall apply mutatis mutandis to any withholding or
deduction for or on account of any present or future taxes, assessments or
governmental charges of whatever nature of any jurisdiction is which any
successor Person to the Issuer is organized, or any political subdivision or
taxing authority thereof or therein.]

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Issuer, the
Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series
to waive compliance by the Issuer or the Guarantor 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




                                      -23-
<PAGE>


notation of such consent or waiver is made upon this Security.

       As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture, the Guarantee endorsed hereon, this
Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal [(and premium, if any)] or [any] interest on this Security on
or after the respective due dates expressed herein [If applicable, insert -- or
to a suit instituted by the Holder hereof for the enforcement of the right to
convert this Security in accordance with the Indenture].

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

       [No service charge shall be made for any such registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.]

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

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


                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

       The initial principal amount of this Security shall be $ . The following
decreases/increases in the principal amount of this Security have been made:

<TABLE>
<CAPTION>
Date of                                                      Total Principal Amount    Notation Made by
Decrease/           Decrease in          Increase in         Following such            or on Behalf of
Increase            Principal Amount     Principal Amount    Decrease/Increase         Trustee
----------          ----------------     ----------------    ----------------------    ----------------
<S>                 <C>                  <C>                 <C>                       <C>

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

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

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

----------          ----------------     ----------------    ----------------------    ----------------
</TABLE>



                                      -24-
<PAGE>


Section 204. Form of Registered Security.

             [Form of Face of Registered Security]

             [Insert any legend required by the Internal Revenue Code and
             the regulations thereunder.]

                               DIAGEO FINANCE B.V.

                               [Title of Security]
                    Payment of Principal[, Premium, if any,]
              and Interest Fully and Unconditionally Guaranteed by
                                   DIAGEO PLC

No.______________                                       CUSIP NO. ______________

       DIAGEO FINANCE B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and
having its corporate seat in Amsterdam, the Netherlands (herein called the
"Issuer", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of ____________________ on
_______________________________________________________ [if the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon from
_____________, 20___ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on
____________ and ____________ in each year] [annually in arrears on
______________ in each year], commencing ___________, 20___, at the rate of
____% per annum, until the principal hereof is paid or made available for
payment [if applicable, insert --, provided that any principal and premium, and
any such instalment of interest, which is overdue shall bear interest at the
rate of __% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.] The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the _______ [or _______] (whether or not a Business Day)[, as the case may be,]
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].




                                      -25-
<PAGE>


       [If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the date such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
or premium which is not so paid on demand shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on overdue interest
shall be payable on demand.]

       Payment of the principal of [(and premium, if any)] and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Issuer maintained for that purpose in ____________, in [such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts] [If Security is denominated and
payable in United States dollars insert currency and method of payment] [if
applicable, insert -- ; provided, however, that at the option of the Issuer
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

       Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

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

       Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed manually or in facsimile.

Dated:

                                        DIAGEO FINANCE B.V.

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


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

Section 205. [Form of Reverse of Registered Security]

       This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [o], 2003




                                      -26-
<PAGE>


(herein called the "Indenture" which term shall have the meaning assigned to it
in such instrument), among the Issuer, Diageo plc, a public limited company
incorporated under the laws of England and Wales (herein called the "Guarantor",
which term includes any successor Person under the Indenture referred to
herein), and Citibank, N.A., as Trustee (herein called the "Trustee", which term
includes any other successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Issuer, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to U.S.$___________].

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

<TABLE>
<CAPTION>
                        Redemption                          Redemption
       Year               Price             Year              Price
       ----             ----------          ----            ----------
<S>                     <C>                <C>              <C>


</TABLE>

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

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

<TABLE>
<CAPTION>
                              Redemption Price
                               For Redemption           Redemption Price For
                              Through Operation         Redemption Otherwise
                                   of the              Than Through Operation
          Year                  Sinking Fund            of the Sinking Fund
          ----                -----------------        ----------------------
<S>                           <C>                      <C>


</TABLE>


                                      -27-


<PAGE>


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

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

       [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year ______ and
ending with the year ______ of [if applicable, insert -- not less than
U.S.$__________ ("mandatory sinking fund") and not more than U.S.$_________]
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Issuer otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- in the inverse order in which they become
due].]

       [If applicable, insert -- The Securities may be redeemed at the option of
the Issuer or the Guarantor, in whole but not in part, upon not less than 30 nor
more than 60 days' notice given as provided in the Indenture, at any time at a
Redemption Price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption if (a) as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of the
jurisdiction (or of any political subdivision or taxing authority thereof or
therein) in which the Issuer or the Guarantor is incorporated (or in the case of
a successor Person to the Issuer or the Guarantor, of the jurisdiction in which
such successor Person is organized or any political subdivision or taxing
authority thereof or therein) or any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which such jurisdiction or such
political subdivision or taxing authority (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution
or amendment becomes effective on or after ____________ (or, in the case of a
successor Person to the Issuer or the Guarantor, the date on which such
successor Person became such pursuant to the applicable provision of the
Indenture) or (b) as a result of any delivery or of any requirement to deliver
definitive Registered Securities (having used all reasonable efforts to avoid
having to issue such definitive Registered Securities), (i) the Issuer or the
Guarantor (or such successor Person) is or would be required to pay additional
amounts with respect to the Securities or the Guarantees, respectively, on the
next succeeding Interest Payment Date as set forth below or in the Guarantee
endorsed hereon or (ii) the Guarantor or any Subsidiary of the Guarantor is or
would be required to deduct or withhold tax on any payment to the Issuer to
enable the Issuer to make any payment of principal or interest in respect of the
Securities and, in each case, the payment of such additional amounts in the case
of (i) above or such deduction or withholding in the case of (ii) above cannot
be avoided by the use of any reasonable measures available to the Issuer, the
Guarantor or the Subsidiary.]

       [If applicable, insert -- The Securities may also be redeemed in whole
but not in part upon not less than 30 nor more than 60 days' notice given as
provided in the Indenture at any time at a




                                      -28-
<PAGE>


Redemption Price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption if the Person formed by a consolidation of the
Issuer or the Guarantor or into which the Issuer or the Guarantor is merged or
to which the Issuer or the Guarantor conveys, transfers or leases its properties
and assets substantially as an entirety is required to pay a Holder additional
amounts in respect of any tax, assessment or governmental charge imposed on any
such Holder or required to be withheld or deducted from any payment to such
Holder as a consequence of such consolidation, merger, conveyance, transfer or
lease.]

       [If applicable, insert -- the Redemption Price of the Securities shall be
equal to the applicable percentage of the principal amount at Stated Maturity
set forth below:

<TABLE>
<CAPTION>
         If Redemption During the                     Redemption
        12-Month Period Commencing                      Price
        --------------------------                      -----
<S>                                                   <C>


</TABLE>

together with, in each case (except if the Redemption Date shall be a
_____________), an amount equal to the applicable Redemption Price multiplied by
a fraction the numerator of which is the number of days from but not including
the preceding ________________ to and including the Redemption Date multiplied
by the difference between the Redemption Price applicable during the 12 months
beginning on the _________________ following the Redemption Date (or, in the
case of a Redemption Date after ________________, 100%) and the Redemption Price
applicable on the Redemption Date and the denominator of which is the total
number of days from but not including the _________________ preceding the
Redemption Date to and including the next succeeding _____________. The Issuer
will also pay to each eligible Holder, or make available for payment to each
such Holder, on the Redemption Date any additional interest (as set forth [on
the face hereof or] in the Guarantee endorsed hereon) resulting from the payment
of such Redemption Price.]

       [If applicable insert -- The Redemption Price of the Securities either in
the event of certain changes in the tax treatment or in an event of default
would include, in addition to the face amount of the Security, an amount equal
to the Original Issue Discount accrued since the issue date. Original Issue
Discount (the difference between the Issue Price and the Principal Amount at
Maturity of the Security), in the period during which a Security remains
outstanding, shall accrue at ___% per annum, on a semi-annual bond equivalent
basis using a 360-day year composed of twelve 30-day months, commencing on the
Issue Date of this Security.]

       [If applicable insert -- Notice of redemption will be given by mail to
Holders of Securities, not less than 30 nor more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.]

       [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

       [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the entire indebtedness on this Security upon
compliance by the Issuer or the Guarantor with certain conditions set forth
thereon, which provisions apply to this Security.]

       [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time after _________________, to convert this Security into
[Describe Securities and conversion mechanics].]




                                      -29-
<PAGE>


       [If applicable, insert -- In the event of conversion of this Security in
part only, a new Security or Securities of this series and of like tenor for the
unconverted portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

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

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

       [If not applicable, delete -- If any deduction or withholding for any
present or future taxes, assessments or other governmental charges of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Issuer is incorporated shall at any time be required by
such jurisdiction (or any such political subdivision or taxing authority) in
respect of any amounts to be paid by the Issuer under the Securities, the Issuer
will pay to the Holder of this Security, such additional amounts as may be
necessary in order that the net amounts paid to such Holder of such Security
who, with respect to any such tax, assessment or other governmental charge, is
not resident in such jurisdiction, after such deduction or withholding, shall be
not less than the amounts specified in such Security to which such Holder is
entitled; provided, however, that the Issuer shall not be required to make any
payment of additional amounts (i) for or on account of any such tax, assessment
or governmental charge imposed by the United States or any political subdivision
or taxing authority thereof or therein or (ii) for or on account of:

              (1) any tax, assessment or other governmental charge which would
       not have been imposed but for (i) the existence of any present or former
       connection between such Holder (or between a fiduciary, settlor,
       beneficiary, member or shareholder of, or possessor of a power over, such
       Holder, if such Holder is an estate, trust, partnership or corporation)
       and the taxing jurisdiction or any political subdivision or territory or
       possession thereof or area subject to its jurisdiction, including,
       without limitation, such Holder (or such fiduciary, settlor, beneficiary,
       member, shareholder or possessor) being or having been a citizen or
       resident thereof or being or having been present or engaged in trade or
       business therein or having or having had a permanent establishment
       therein or (ii) the presentation of a Security (where presentation is
       required) for payment on a date more than 30 days after the date on which
       such payment became due and payable or the date on which payment thereof
       is duly provided for, whichever occurs later;

              (2) any estate, inheritance, gift, sale, transfer, personal
       property or similar tax, assessment or other governmental charge;

              (3) any tax, assessment or other governmental charge which is
       payable otherwise than by withholding from payments of (or in respect of)
       principal of, or any interest on, the Securities;

              (4) any tax, assessment or other governmental charge that is
       imposed or withheld by reason of the failure to comply by the Holder or
       the beneficial owner of this Security with a




                                      -30-
<PAGE>


       request of the Issuer addressed to the Holder (i) to provide information
       concerning the nationality, residence or identity of the Holder or such
       beneficial owner or (ii) to make any declaration or other similar claim
       or satisfy any information or reporting requirement, which, in the case
       of (i) or (ii), is required or imposed by a statute, treaty, regulation
       or administrative practice of the taxing jurisdiction as a precondition
       to exemption from all or part of such tax, assessment or other
       governmental charge; or

              (5) any combination of items (1), (2), (3) and (4) above;

nor shall additional amounts be paid (i) with respect to any payment in respect
of any Security to any Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the jurisdiction (or any political subdivision or taxing
authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had it been the Holder of such Security or (ii) in the event
that the obligation to pay additional amounts is the result of the issuance of
definitive Registered Securities to a Holder of a Predecessor Security at such
Holder's request upon the occurrence of an Event of Default and at the time
payment is made definitive Registered Securities have not been issued in
exchange for the entire principal amount of the Predecessor Securities. The
foregoing provisions shall apply mutatis mutandis to any withholding or
deduction for or on account of any present or future taxes, assessments or
governmental charges of whatever nature of any jurisdiction in which any
successor Person to the Issuer is organized, or any political subdivision or
taxing authority thereof or therein.]

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Issuer, the
Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Issuer or the Guarantor with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

       As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture, the Guarantee endorsed hereon, this
Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal [(and premium, if any)] or [any] interest on this Security on
or after the respective due dates expressed herein [If applicable insert -- or
to a suit instituted by the Holder hereof for the enforcement of the right to
convert this Security in accordance with the Indenture]

       No reference herein to the Indenture and no provision of this Security or
of the Indenture




                                      -31-
<PAGE>


shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed or to convert this Security as provided in the Indenture.

       [Insert if only Registered Securities may be issued -- The Securities of
this series are issuable only in registered form without coupons in
denominations of ________ and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same. 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 Issuer in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer 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.]

       [Insert if Securities of the series may be in registered or bearer form
-- Title to Bearer Securities and coupons shall pass by delivery. As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of Registered Securities is registrable in the Security Register, upon surrender
of a Registered Security for registration of transfer at the office or agency of
the Issuer in any place where the principal of and any premium and interest on a
Registered Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Registered 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.]

       No service charge shall be made for any such registration of transfer or
exchange, but the Issuer 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 Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor 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 none of the Issuers, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

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

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

Section 206. Form of Bearer Security.

       [Form of Face of Bearer Security]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE




                                      -32-
<PAGE>


LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.

       [Insert any other legend required by the Internal Revenue Code and the
regulations thereunder.]

                               DIAGEO FINANCE B.V.
                               [Title of Security]
                    Payment of Principal[, Premium, if any,]
              and Interest Fully and Unconditionally Guaranteed by
                                   DIAGEO PLC

No. ____________

       DIAGEO FINANCE B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and
having its corporate seat in Amsterdam, the Netherlands (herein called the
"Issuer", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to bearer
upon presentation and surrender of this Security the principal sum
of______________________ on ________________________________________ [if the
Security is to bear interest prior to Maturity, insert --, and to pay interest
thereon from _____________, 20___ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears
on ____________ and ____________ in each year] [annually in arrears on
______________ in each year], commencing ___________, 20___, at the rate of
____% per annum, until the principal hereof is paid or made available for
payment [if applicable, insert --, provided that any principal and premium, and
any such instalment of interest, which is overdue shall bear interest at the
rate of __% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand].] [If
the Security is not to bear interest prior to Maturity, insert -- The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity,
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the date such amounts are due until
they are paid or made available for payment. Interest on any overdue principal
shall be payable on demand. Any such interest on any overdue principal or
premium which is not so paid on demand shall bear interest at the rate of ____%
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on overdue interest shall be
payable on demand.] Such payments [(including premium, if any)] shall be made,
subject to any laws or regulations applicable thereto and to the right of the
Issuer (limited as provided in the Indenture) to rescind the designation of any
such Paying Agent, at the [main] offices of _______, in ______, in ______,
______ in _______, ______ in ________ and _______ in _______, or at such other
offices or agencies outside the United States (as defined below) as the Issuer
may designate, at the option of the Holder, by United States dollar check drawn
on a bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States]
[If Security is denominated and payable other than in United States dollars
insert currency and method of payment]. [If Security is to bear interest prior
to maturity] Interest in this Security due on or before Maturity shall be
payable only upon presentation and surrender at such an office or agency of the
interest coupons hereto attached as they severally mature.] No payment of
principal of [, premium, if any] or interest on, this Security shall be made at
any office or agency of the Issuer in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States [If Security is denominated and payable in
United States dollars, insert --; provided, however, that




                                      -33-
<PAGE>


payment of principal of [(and premium, if any)] and [if applicable, insert --
any such] interest on this Security shall be made at the office of the Issuer's
Paying Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in United States dollars of the full amount of such principal, [premium,
if any,] or interest as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Issuer in accordance with the
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions on the full repayment or receipt of such amounts in United
States dollars, as determined by the Issuer .]

       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.

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

       Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed manually or in facsimile.

Dated:

                                      DIAGEO FINANCE B.V.

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


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

Section 207. [Form of Reverse of Bearer Security]

       This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [!], 2003 herein called the "Indenture"
which term shall have the meaning assigned to it in such instrument), among the
Issuer, Diageo plc, a public limited company incorporated under the laws of
England and Wales (herein called the "Guarantor", which term includes any
successor Person under the Indenture referred to herein), and Citibank, N.A., as
Trustee (herein called the "Trustee", which term includes any other successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to U.S.$___________].
The Securities of this series are issuable as Bearer Securities, with interest
coupons attached, in the denomination of U.S. $ ______ [, and as Registered
Securities, without coupons, in denominations of U.S. $ ________ and any
integral multiple thereof]. [As




                                      -34-
<PAGE>


provided in the Indenture and subject to certain limitations therein set forth,
Bearer Securities and Registered Securities of this series are exchangeable for
a like aggregate principal amount of Registered Securities of this series and of
like tenor of any authorized denominations, as requested by the Holder
surrendering the same, upon surrender of the Security or Securities to be
exchanged, with all unmatured coupons and all matured coupons in default thereto
appertaining, at any office or agency described below where Registered
Securities of this series may be presented for registration of transfer;
provided, however, that Bearer Securities surrendered in exchange for Registered
Securities between a Record Date and the relevant Interest Payment Date shall be
surrendered without the coupon relating to such Interest Payment Date. Bearer
Securities may not be issued in exchange for Registered Securities.]

       [If applicable, insert -- The Securities of this series are subject to
redemption [if applicable, insert -- (1) on ___________ in any year commencing
with the year ______ and ending with the year ______ through operation of the
sinking fund for this series at a Redemption Price equal to [insert formula for
determining amount] (with the amount in excess of 100% of the principal amount
being additional interest), and (2)] at any time [if applicable, insert -- on or
after __________, 20____], as a whole or in part, at the election of the Issuer,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert -- on or before _______________,
__%, and if redeemed] during the 12-month period beginning _____________ of the
years indicated,

<TABLE>
<CAPTION>
                            Redemption                         Redemption
        Year                  Price               Year           Price
        ----                  -----               ----           -----
<S>                         <C>                   <C>          <C>



</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States, except as herein provided otherwise).]

       [If applicable, insert -- The Securities of this series are subject to
redemption (1) on ____________ in any year commencing with the year ____ and
ending with the year ____, through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert -- on or after ____________, 20___],
as a whole or in part, at the election of the Issuer, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount, with the amount in excess of 100% of the
principal amount being additional interest) set forth in the table below: If
redeemed during the 12-month period beginning ______________ of the years
indicated,

<TABLE>
<CAPTION>
                             Redemption Price
                             For Redemption           Redemption Price For
                           Through Operation          Redemption Otherwise
                                of the               Than Through Operation
          Year               Sinking Fund              of the Sinking Fund
          ----               ------------              -------------------
<S>                        <C>                       <C>


</TABLE>





                                      -35-
<PAGE>


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States, except as
herein provided otherwise).]

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

       [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year ______ and
ending with the year ______ of [if applicable, insert -- not less than
U.S.$__________ ("mandatory sinking fund") and not more than] U.S.$_________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Issuer otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- in the inverse order in which they become
due].]

       [If applicable, insert -- The Securities may be redeemed at the option of
the Issuer or the Guarantor, in whole but not in part, upon not less than 30 nor
more than 60 days' notice given as provided in the Indenture, at any time at a
Redemption Price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption if (a) as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of the
jurisdiction (or of any political subdivision or taxing authority thereof or
therein) in which the Issuer or the Guarantor is incorporated (or, in the case
of a successor Person to the Issuer or the Guarantor, of the jurisdiction in
which such successor Person is organized or any political subdivision or taxing
authority thereof or therein) or any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which such jurisdiction or such
political subdivision or taxing authority (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution
or amendment becomes effective on or after ___________ (or, in the case of a
successor Person to the Issuer or the Guarantor, the date on which such
successor Person became such pursuant to the applicable provisions of the
Indenture) or (b) a result of any delivery or of any requirement to deliver
definitive Registered Securities (having used all reasonable efforts to avoid
having to issue such definitive Registered Securities) (i) the Issuer or the
Guarantor (or such successor Person) is or would be required to pay additional
amounts with respect to the Securities, coupons or the Guarantees on the next
succeeding Interest Payment Date as set forth below or in the Guarantee endorsed
hereon or (ii) the Guarantor or any Subsidiary of the Guarantor is or would be
required to deduct or withhold tax on any payment to the Issuer to enable the
Issuer to make any payment of principal or interest in respect of the Securities
or coupons and, in each case, the payment of such additional amounts in the case
of (i) above or such deduction or withholding in the case of (ii) above cannot
be avoided by the use of any reasonable measures available to the Issuer, the
Guarantor or the Subsidiary.]

       [If applicable, insert -- The Securities may also be redeemed in whole
but not in part upon not less than 30 nor more than 60 days' notice given as
provided in the Indenture at any time at a Redemption Price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption
if the Person formed by a consolidation of the Issuer or the Guarantor or into
which the Issuer or the Guarantor is merged or to which the Issuer or the
Guarantor conveys, transfers or leases its properties and assets substantially
as an entirety is required to pay a Holder additional amounts in respect




                                      -36-
<PAGE>


of any tax, assessment or governmental charge imposed on any such Holder or
required to be withheld or deducted from any payment to such Holder as a
consequence of such consolidation, merger, conveyance, transfer or lease.]

       [If applicable, insert -- The Redemption Price of the Securities shall be
equal to the applicable percentage of the principal amount at Stated Maturity
set forth below:

<TABLE>
<CAPTION>
        If Redemption During the                Redemption
       12-Month Period Commencing                 Price
       --------------------------                 -----
<S>                                             <C>


</TABLE>

together with, in each case (except if the Redemption Date shall be a
_____________), an amount equal to the applicable Redemption Price multiplied by
a fraction the numerator of which is the number of days from but not including
the preceding ________________ to and including the Redemption Date multiplied
by the difference between the Redemption Price applicable during the 12 months
beginning on the _________________ following the Redemption Date (or, in the
case of a Redemption Date after ________________, 100%) and the Redemption Price
applicable on the Redemption Date and the denominator of which is the total
number of days from but not including the _________________ preceding the
Redemption Date to and including the next succeeding _____________. The Issuer
will also pay to each eligible Holder, or make available for payment to each
such Holder, on the Redemption Date any additional interest (as set forth [on
the face hereof or] in the Guarantee endorsed hereon) resulting from the payment
of such Redemption Price.]

       [If applicable, insert -- The Redemption Price of the Securities either
in the event of certain changes in the tax treatment or in an event of default
would include, in addition to the face amount of the Security, an amount equal
to the Original Issue Discount accrued since the issue date. Original Issue
Discount (the difference between the Issue Price and the Principal Amount at
Maturity of the Security), in the period during which a Security remains
outstanding, shall accrue at ___% per annum, on a semi-annual bond equivalent
basis using a 360-day year composed of twelve 30-day months, commencing on the
Issue Date of this Security.]

       [If applicable, insert -- Notice of redemption will be given by
publication in an Authorized Newspaper in London and, if the Securities of this
series are then listed on [The International Stock Exchange of the United
Kingdom and the Republic of Ireland] [the Luxembourg Stock Exchange] [or] any
[other] stock exchange located outside the United States and such stock exchange
shall so require, in [London][Luxembourg] [or] in any [other] required city
outside the United States or, if not practicable, elsewhere in Europe, [and by
mail to Holders of Registered Securities,] not less than 30 nor more than 60
days prior to the date fixed for redemption, all as provided in the Indenture.]

       [If applicable, insert -- If the Security is subject to redemption of any
kind, insert -- In the event of redemption of this Security in part only, a new
Security of this series and of like tenor for the unredeemed portion hereof will
be issued to the Bearer hereof upon the cancellation hereof.]

       [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the entire indebtedness on this Security upon
compliance by the Issuer or the Guarantor with certain conditions set forth
thereon, which provisions apply to this Security.]

       [If applicable, insert -- Subject to and upon compliance with the
provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time after _________________, to convert this Security into
[Describe Securities and conversion mechanics].]




                                      -37-
<PAGE>


       [If applicable, insert -- In the event of conversion of this Security in
part only, a new Security or Securities of this series and of like tenor for the
unconverted portion hereof will be issued to the Bearer hereof upon the
cancellation hereof.]

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

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

       [If not applicable, delete -- If any deduction or withholding for any
present or future taxes, assessments or other governmental charges of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Issuer is incorporated shall at any time be required by
such jurisdiction (or any such political subdivision or taxing authority) in
respect of any amounts to be paid by the Issuer under the Securities or any
coupons appertaining thereto, the Issuer will pay to the Holder of this Security
or any coupon appertaining hereto such additional amounts as may be necessary in
order that the net amounts paid to such Holder of such Security or coupon who,
with respect to any such tax, assessment or other governmental charge, is not
resident in such jurisdiction, after such deduction or withholding, shall be not
less than the amounts specified in such Security or coupon to which such Holder
is entitled; provided, however, that the Issuer shall not be required to make
any payment of additional amounts (i) for or on account of any such tax,
assessment or governmental charge imposed by the United States or any political
subdivision or taxing authority thereof or therein or (ii) for or on account of:

              (1) any tax, assessment or other governmental charge which would
       not have been imposed but for (i) the existence of any present or former
       connection between such Holder (or between a fiduciary, settlor,
       beneficiary, member or shareholder of, or possessor of a power over, such
       Holder, if such Holder is an estate, trust, partnership or corporation)
       and the taxing jurisdiction or any political subdivision or territory or
       possession thereof or area subject to its jurisdiction, including,
       without limitation, such Holder (or such fiduciary, settlor, beneficiary,
       member, shareholder or possessor) being or having been a citizen or
       resident thereof or being or having been present or engaged in trade or
       business therein or having or having had a permanent establishment
       therein or (ii) the presentation of a Security or any coupon appertaining
       thereto (where presentation is required) for payment on a date more than
       30 days after the date on which such payment became due and payable or
       the date on which payment thereof is duly provided for, whichever occurs
       later;

              (2) any estate, inheritance, gift, sale, transfer, personal
       property or similar tax, assessment or other governmental charge;

              (3) any tax, assessment or other governmental charge which is
       payable otherwise than by withholding from payments of (or in respect of)
       principal of, or any interest on, the Securities or any coupons
       appertaining thereto;




                                      -38-
<PAGE>




              (4) any tax, assessment or other governmental charge that is
       imposed or withheld by reason of the failure to comply by the Holder or
       the beneficial owner of this Security or any coupon appertaining thereto
       with a request of the Issuer addressed to the Holder (i) to provide
       information concerning the nationality, residence or identity of the
       Holder or such beneficial owner or (ii) to make any declaration or other
       similar claim or satisfy any information or reporting requirement, which,
       in the case of (i) or (ii), is required or imposed by a statute, treaty,
       regulation or administrative practice of the taxing jurisdiction as a
       precondition to exemption from all or part of such tax, assessment or
       other governmental charge; or

              (5) any combination of items (1), (2), (3) and (4) above;

nor shall additional amounts be paid (i) with respect to any payment in respect
of any Security or any coupon appertaining thereto to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent such payment would be required by the laws of the jurisdiction (or
any political subdivision or taxing authority thereof or therein) to be included
in the income for tax purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of such
Security or coupon or (ii) in the event that the obligation to pay additional
amounts is the result of the issuance of definitive Registered Securities to a
Holder of a Predecessor Security at such Holder's request upon the occurrence of
an Event of Default and at the time payment is made definitive Registered
Securities have not been issued in exchange for the entire principal amount of
the Predecessor Securities. The foregoing provisions shall apply mutatis
mutandis to any withholding or deduction for or on account of any present or
future taxes, assessments or governmental charges of whatever nature of any
jurisdiction is which any successor Person to the Issuer is organized, or any
political subdivision or taxing authority thereof or therein.]

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities of each
series to be affected and any related coupons under the Indenture at any time by
the Issuer, the Guarantor and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series and any related coupons, to waive compliance by the Issuer or the
Guarantor 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 any coupon appertaining thereto and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

       As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series or any related coupon will have any right
to institute any proceeding with respect to the Indenture, the Guarantee
endorsed hereon, this Security or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to the Securities of this series, the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal of the Outstanding
Securities of this series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal [(and premium, if any)] or [any]
interest on this Security or payment on such coupon or any related




                                      -39-
<PAGE>


coupon on or after the respective due dates expressed herein or in such coupon
[If applicable, insert -- or to a suit instituted by the Holder hereof for the
enforcement of the right to convert this Security in accordance with the
Indenture].

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

       Title to Bearer Securities and coupons shall pass by delivery. [As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities is registrable in the Security Register,
upon surrender of a Registered Security for registration of transfer at the
office or agency of the Issuer in any place where the principal of and any
premium and interest on a Registered Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing, and thereupon one or more new Registered
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.]

       [No service charge shall be made for any such registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.]

       The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor or the Trustee may treat the bearer of a Bearer Security and any
coupon appertaining thereto, and prior to due presentation of a Registered
Security for registration of transfer the Person in whose name a Registered
Security is registered, as the owner thereof for all purposes, whether or not
the Security or coupon be overdue, and neither the Issuer, the Guarantor, the
Trustee nor any such agent shall be affected by notice to the contrary.

       The Indenture, the Securities and any coupons appertaining thereto shall
be governed by and construed in accordance with the laws of the State of New
York.

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

Section 208. Form of Coupon

       [Form of Face of Coupon]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

       [Insert any other legend required by the Internal Revenue Code and the
regulations thereunder.]




                                      -40-
<PAGE>


                               DIAGEO FINANCE B.V.

                               [Title of Security]
                    Payment of Principal[, Premium, if any,]
              and Interest Fully and Unconditionally Guaranteed by
                                DIAGEO PLC [R ]*

No. ____________

       Unless the Security to which this coupon appertains shall have been
called for previous redemption and payment thereof duly provided for on the date
set forth hereon, DIAGEO FINANCE B.V. (herein called the "Issuer") will pay to
bearer, upon surrender hereof, the amount shown hereon (together with any
additional amounts in respect thereof which the Issuer may be required to pay
according to the terms of said Security and the Indenture referred to therein)
at the Paying Agents set out on the reverse hereof or at such other offices or
agencies (which, except as otherwise provided in the Security to which this
coupon appertains, shall be located outside the United States of America
(including the States and the District of Columbia), and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam American Samoa Wake Island
and the Northern Mariana Islands) (the "United States")) as the Issuer may
designate from time to time, at the option of the Holder, [by United States
dollar check drawn on a bank in The City of New York or by transfer of United
States dollars to an account maintained by the payee with a bank located outside
the United States] [If Security is denominated and payable other than in United
States dollars insert currency and method of payment], being [one year's]
interest then payable on said Security.

                                        DIAGEO FINANCE B.V.

                                        By
                                          --------------------------------------




                                        By
                                          --------------------------------------



                                      -41-


<PAGE>


                              [REVERSE OF COUPON]*

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

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Section 209. Form of Legend for Global Registered Securities

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

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

Section 210. Form of Trustee's Certificate of Authentication.

       The Trustee's certificates of authentication shall be in substantially
the following form:

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                            CITIBANK, N.A.
                                            As Trustee

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

Section 211. Guarantee by Guarantor; Form of Guarantee.

       The Guarantor by its execution of this Indenture hereby agrees with each
Holder of a Security or any coupon appertaining thereto (other than any direct
or indirect Subsidiary of the Guarantor) of each series authenticated and
delivered by the Trustee and with the Trustee on behalf of such Holder (other
than any direct or indirect Subsidiary of the Guarantor), to be unconditionally
bound by the terms and provisions of the Guarantee set forth below or
established pursuant to Section 201 and authorizes the Issuer, in the name and
on behalf of the Guarantor, to confirm such Guarantee to the Holder (other than
any direct or indirect Subsidiary of the Guarantor) of each such Security or
coupon by its execution and


                                      -42-

<PAGE>


delivery of each such Security, with such Guarantee endorsed thereon,
authenticated and delivered by the Trustee; provided, however, that if a series
of Securities and any coupons appertaining thereto are to be initially offered
and sold to a direct or indirect Subsidiary of the Guarantor, the Officers'
Certificate delivered in respect of such series pursuant to Section 301 may
state that the Securities of such series and such coupons are not entitled to
the benefit of such Guarantee and such Guarantee shall not be endorsed thereon;
provided, further, if such a Subsidiary (or another direct or indirect
Subsidiary of the Guarantor) offers for resale (other than to another direct or
indirect Subsidiary of the Guarantor) any such Security or coupon acquired
directly or indirectly from the Issuer under this Indenture, the Guarantor,
acknowledging good and valuable consideration in connection with such a resale,
by its execution of this Indenture, further agrees with each Holder of any such
Security of each series authenticated and delivered by the Trustee and with the
Trustee on behalf of each such Holder to be unconditionally bound by the terms
and provisions of the Guarantee set forth below or established pursuant to
Section 201 and will authorize the Issuer, pursuant to an additional Officers'
Certificate in the name and on behalf of the Guarantor, to confirm such
Guarantee to the Holder of each such Security or coupon at any time after its
initial execution and delivery to a direct or indirect Subsidiary of the
Guarantor. When delivered pursuant to the provisions of Section 303 hereof,
Guarantees so set forth on the Securities (either at the time of original
issuance or at the time of resale by a direct or indirect Subsidiary of the
Guarantor) shall bind the Guarantor notwithstanding the fact that the Guarantee
does not bear the signature of the Guarantor.

       Guarantees to be endorsed on the Securities shall, subject to Section
201, be in substantially the form set forth below:

                                    GUARANTEE

       For value received, Diageo plc, a public limited company incorporated
under the laws of England and Wales, having its registered office at 8 Henrietta
Place, London W1M 9AG, England (herein called the "Guarantor", which term
includes any successor Person under the Indenture referred to in the Security
upon which this Guarantee is endorsed), hereby fully and unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed
and any coupon appertaining thereto and to the Trustee on behalf of each such
Holder the due and punctual payment of the principal of, premium, if any, and
interest on such Security and the due and punctual payment of the sinking fund
or analogous payments referred to therein, if any, when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of Diageo
Finance B.V. (the "Issuer", which term includes any successor Person under such
Indenture), punctually to make any such payment of principal, premium, if any,
or interest or any sinking fund or analogous payment, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were
made by the Issuer.

       [If not applicable delete -- The Guarantor hereby further agrees, subject
to the limitations and exceptions set forth below, that if any deduction or
withholding for any present or future taxes, assessments or other governmental
charges of the jurisdiction (or any political subdivision or taxing authority
thereof or therein) in which the Guarantor is incorporated shall at any time be
required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Guarantor under this
Guarantee, then the Guarantor will pay to the Holder of a Security or any coupon
appertaining thereto such additional amounts as may be necessary in order that
the net amounts paid to the Holder of such Security or coupon who, with respect
to any such tax, assessment, or other governmental charge, is not resident in
such jurisdiction, after such deduction or withholding, shall be not less than
the amounts specified in such Security or coupon to which such Holder is
entitled; provided, however, that the Guarantor shall not be required to make
any payment of additional amounts (i) for or on


                                      -43-


<PAGE>


account of any such tax, assessment or governmental charge imposed by the United
States or any political subdivision or taxing authority thereof or therein or
(ii) for or on account of:

       (a) any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment therein or
(ii) the presentation of a Security or any coupon appertaining thereto (where
presentation is required) for payment on a date more than 30 days after the date
on which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;

       (b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

       (c) any tax, assessment, or other governmental charge which is payable
otherwise than by withholding from payments of (or in respect of) principal of,
premium, if any, or interest on, the Securities or any coupons appertaining
thereto;

       (d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure to comply by the Holder or the beneficial
owner of a Security or any coupon appertaining thereto with a request of the
Issuer or the Guarantor addressed to the Holder (i) to provide information
concerning the nationality, residence or identity of the Holder or such
beneficial owner or (ii) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or

       (e) any combination of items (a), (b), (c) and (d);

nor shall additional interest be paid (i) with respect to any payment of the
principal of, premium, if any, or interest on any Security or any coupon
appertaining thereto to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the jurisdiction (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such additional interest had it been the Holder of the Security or coupon or
(ii) in the event that the obligation to pay additional amounts is the result of
the issuance of definitive Registered Securities to a Holder of a Predecessor
Security at such Holder's request upon the occurrence of an Event of Default and
at the time payment is made definitive Registered Securities have not been
issued in exchange for the entire principal amount of the Predecessor
Securities. The foregoing provision shall apply mutatis mutandis to any
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges or whatever nature of any jurisdiction in
which any successor Person to the Guarantor is organized, or any political
subdivision or taxing authority thereof or therein.]

       The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute, full and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or coupon or such




                                      -44-
<PAGE>


Indenture, any failure to enforce the provisions of such Security or coupon or
such Indenture, or any waiver, modification or indulgence granted to the Issuer
with respect thereto, by the Holder of such Security or coupon or the Trustee or
any other circumstance which may otherwise constitute a legal or equitable
discharge of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent
of the Guarantor, increase the principal amount of such Security, or increase
the interest rate thereon, or increase any premium payable upon redemption
thereof, or alter the Stated Maturity thereof, or increase the principal amount
of any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 502 of
such Indenture. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Issuer, any right to require a proceeding first against the Issuer, protest
or notice with respect to such Security or coupon or the indebtedness evidenced
thereby or with respect to any sinking fund or analogous payment required under
such Security or coupon and all demands whatsoever, and covenants that this
Guarantee will not be discharged except by payment in full of the principal of,
premium, if any, and interest on such Security.

       The Guarantor shall be subrogated to all rights of the Holder of such
Security or coupon and the Trustee against the Issuer in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon such right of
subrogation until the principal of, premium, if any, and interest on all
Securities of the same series and any coupons appertaining thereto issued under
such Indenture shall have been paid in full.

       No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor, which
is absolute and unconditional, of the due and punctual payment of the principal
of, premium, if any, and interest on, and any sinking fund or analogous payments
with respect to, the Security upon which this Guarantee is endorsed.

       This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture.

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

       The Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.

       Executed and dated the date on the face hereof.

                                 DIAGEO PLC

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




                                      -45-


<PAGE>


                                 ARTICLE THREE

                          THE SECURITIES AND GUARANTEES

Section 301. Amount Unlimited; Issuable in Series.

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

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

              (1) the title of the Securities of the series (which shall
       distinguish the Securities of the series from Securities of any other
       series);

              (2) any limit upon the aggregate principal amount of the
       Securities of the series which may be authenticated and delivered under
       this Indenture (except for Securities authenticated and delivered upon
       registration of transfer of, or in exchange for, or in lieu of, other
       Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
       and except for any Securities which, pursuant to Section 303, are deemed
       never to have been authenticated and delivered hereunder);

              (3) whether Securities of the series are to be issuable as
       Registered Securities, Global Securities, Bearer Securities or both,
       whether any Securities of the series are to be issuable initially as
       Temporary Global Bearer Securities and whether any Securities of the
       series are to be issuable as Permanent Global Bearer Securities with or
       without coupons and, if so, whether beneficial owners of interests in any
       such Permanent Global Bearer Security may exchange such interests for
       Securities of such series and of like tenor of any authorized form and
       denomination and the circumstances under which any such exchanges may
       occur, if other than in the manner provided in Section 305;

              (4) the Person to whom any interest on a Registered Security of
       the series shall be payable, if other than the Person in whose name that
       Security (or one or more Predecessor Securities) is registered at the
       close of business on the Regular Record Date for such interest; the
       manner in which, or the Person to whom, any interest on any Global
       Security of the series shall be payable, if other than by wire transfer
       in same-day funds to the Holder; the manner in which, or the Person to
       whom, any interest on any Bearer Security of the series shall be payable,
       if otherwise than upon presentation and surrender of the coupons
       appertaining thereto as they severally mature, and the extent to which,
       or the manner in which, any interest payable on a Temporary Global Bearer
       Security on an Interest Payment Date will be paid if other than in the
       manner provided in Section 304;

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

              (6) 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 any such interest shall be
       payable and the Regular Record Date for any interest payable on any
       Registered Securities on any Interest Payment Date;




                                      -46-
<PAGE>




              (7) the place or places where, subject to the provisions of
       Section 1002, the principal of and any premium and interest on Securities
       of the series shall be payable, any Registered Securities of the series
       may be surrendered for registration of transfer, Securities of the series
       may be surrendered for exchange or conversion and notices and demands to
       or upon the Issuer or the Guarantor in respect of the Securities of the
       series and this Indenture may be served;

              (8) other than with respect to any redemption of Securities
       pursuant to Section 1108, 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
       Issuer or the Guarantor (including the period following the date referred
       to in Section 1108) and, if other than by a Board Resolution, the manner
       in which any election by the Issuer to redeem the Securities shall be
       evidenced;

              (9) other than with respect to any redemption of Securities
       pursuant to Section 1108, the obligation, if any, of the Issuer to redeem
       or purchase any Securities of the series pursuant to any sinking fund or
       analogous provisions or at the option of a Holder thereof and the period
       or periods within which, the price or prices at which and the terms and
       conditions upon which Securities of the series shall be redeemed or
       purchased, in whole or in part, pursuant to such obligation;

              (10) the terms and conditions for conversion or exchange of
       Securities into preference shares of the Guarantor (including, if
       applicable, the rights, preferences and privileges of such preference
       shares) or ordinary shares of the Guarantor, and the terms of any
       additional redemption rights of the Issuer relating to such terms and
       conditions for conversion or exchange, whether any such preference shares
       or ordinary shares may be evidenced by American Depositary Receipts;

              (11) the terms of the guarantees by the Guarantor of conversion of
       the Securities of the series into securities of the Guarantor;

              (12) the denominations in which any Registered Securities or
       Global Securities of the series shall be issuable, if other than
       denominations of $1,000 and any integral multiple thereof, and the
       denomination or denominations in which any Bearer Securities of the
       series shall be issuable, if other than the denomination of $5,000;

              (13) the currency, currencies or currency units in which payment
       of the principal of and any premium and interest on any Securities of the
       series shall be payable if other than the currency of the United States
       of America and the manner of determining the equivalent thereof in the
       currency of the United States of America for purposes of the definition
       of "Outstanding" in Section 101;

              (14) if the amount of principal of or any premium or interest on
       any Securities of the series may be determined with reference to an
       index, the manner in which such amounts shall be determined;

              (15) if the principal of or any premium or interest on any
       Securities of the series is to be payable, at the election of the Issuer,
       the Guarantor 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 in which the
       principal of and any premium and interest on Securities of such series as
       to which such election is made shall be payable, and the



                                      -47-
<PAGE>


       periods within which and the terms and conditions upon which such
       election is to be made and the amount so payable (or the manner in which
       such amount shall be determined);

              (16) 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 502;

              (17) the application, if any, of Section 403 to the Securities of
       the series;

              (18) if additional amounts pursuant to Section 1004 will not be
       payable by the Issuer or the Guarantor;

              (19) if the principal amount payable at the Stated Maturity of any
       Securities of the series is not determinable upon original issuance
       thereof, the amount which shall be deemed to be the principal amount of
       such Securities for any other purpose 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 (or, in any such case, the manner in which such principal amount
       shall be determined);

              (20) if applicable, that any Securities of the series shall be
       issuable in whole or in part in the form of one or more Global Registered
       Securities and, in such case, the respective Depositaries for such Global
       Registered Securities, the form of any legend or legends which shall be
       borne by any such Global Registered Security in addition to or in lieu of
       that set forth in Section 206 and, if different from those set forth in
       Clause (2) of the last paragraph of Section 305, any circumstances in
       which Securities issued upon any exchange may be registered in the name
       or names of Persons other than the Depositary for such Global Registered
       Security or a nominee thereof;

              (21) if applicable, that any Securities of the series shall be
       issuable in whole or in part in the form of one or more Global Securities
       and the initial Holder with respect to such Global Security;

              (22) any addition to or change in the Events of Default which
       applies to any Securities of the series and any change in the right of
       the Trustee or the requisite Holders of such Securities to declare the
       principal amount thereof due and payable pursuant to Section 502;

              (23) any addition to or change in the covenants set forth in
       Article Ten which applies to Securities of the series; and

              (24) any other terms of the series (which terms shall not be
       inconsistent with the provisions of this Indenture, except as permitted
       by Section 901(5)).

       All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except in the
case of Registered Securities, as to denomination, and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto.

       If any of the terms of the series or the guarantees thereof are
established by action taken pursuant to a Board Resolution of the Issuer or the
Guarantor, a copy of an appropriate record of such action shall be certified by
any director, the Secretary or any person appointed by the Board of Directors




                                      -48-
<PAGE>


of the Issuer or the Guarantor, as the case may be, each delivered to the
Trustee at or prior to the delivery of the Officers' Certificate setting forth
the terms of the series or the guarantees thereof.

Section 302. Denominations.

       Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any Registered Securities or Global Securities of a
series shall be issuable in denominations of $1,000 and any integral multiple
thereof and any Bearer Securities of a series shall be issuable in the
denomination of $5,000.

Section 303. Execution, Authentication, Delivery and Dating.

       The Securities shall be executed on behalf of the Issuer by any two
members of the Board of Directors. The signature of any such members of the
Board of Directors may be manual or facsimile. Coupons shall bear the facsimile
signature of any two directors.

       Securities, coupons or Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper representatives of the
Issuer or the Guarantor, as the case may be, shall bind the Issuer or the
Guarantor, as the case may be, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or Guarantees.

       At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Issuer and if applicable,
having endorsed thereon Guarantees of the Guarantor to the Trustee for
authentication, together with an Order for the authentication and delivery of
such Securities and, if applicable, an Order from the Guarantor approving the
delivery of the Guarantees endorsed thereon, and the Trustee in accordance with
the Order shall authenticate and deliver such Securities having such Guarantees
endorsed thereon; provided, however, that, in connection with its original
issuance, no Bearer Security other than Bearer Securities issued in connection
with the issuance of certificateless depositary interests and in the form of
Global Securities shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a Bearer Security (other than a
Temporary Global Bearer Security other than Bearer Securities issued in
connection with the issuance of certificateless depositary interests and in the
form of Global Securities) may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in Section 311 (a), dated no
earlier than the Certification Date. If any Security shall be represented by a
Permanent Global Bearer Security, then, for purposes of this Section and Section
304, the notation of a beneficial owner's interest therein upon original
issuance of such Security or upon exchange of a portion of a Temporary Global
Bearer Security shall be deemed to be delivery in connection with its original
issuance of such beneficial owner's interest in such Permanent Global Bearer
Security. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless any appurtenant coupons for interest then
matured have been detached and cancelled.

       If pursuant to Section 301, the Security is to be issued initially
without a Guarantee but such a Guarantee is to be endorsed at a later date, the
Guarantor shall deliver an Order from the Guarantor approving the delivery of
the Guarantees endorsed thereon, and the Trustee in accordance with the Order
shall endorse or shall cause to be endorsed on such Securities the Guarantees
and shall deliver such Securities having such Guarantees endorsed thereon. If
the forms or terms of the Securities of the series, any related coupons and the
Guarantees have been established in or pursuant to one or more Board Resolutions
as permitted by Sections 201 and 301, in authenticating such Securities and
Guarantees, and accepting the additional responsibilities under this Indenture
in relation to such Securities, coupons and




                                      -49-
<PAGE>


Guarantees, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel and
Officers' Certificate stating,

       (a) that such forms or terms have been established in conformity with the
provisions of this Indenture; and

       (b) that such Securities, together with any coupons appertaining thereto,
and if applicable, Guarantees, when authenticated and delivered by the Trustee
and issued by the Issuer and the Guarantor in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Issuer and the Guarantor enforceable in
accordance with their terms, subject to such exceptions as such counsel shall
specify.

       The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised in writing by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability based upon the written advice of counsel.

       The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

       Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the 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 (with
appropriate modifications) are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued and
reasonably contemplate the subsequent issuance of such Securities of such
series.

       Each Registered Security and each Global Security shall be dated the date
of its authentication, and each Bearer Security shall be dated as of the date of
original issuance of the first Security of such series to be issued.

       No Security, coupon or Guarantee shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or the Security to which such coupon appertains (or, if
applicable, the Guarantee) a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual or facsimile
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security or Guarantee has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security (or if applicable, the Guarantee) shall have been authenticated and
delivered hereunder but never issued and sold by the Issuer, and the Issuer
shall deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

       The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor; provided however, that a Guarantee shall not
be deemed delivered if pursuant to Section 301 the Security is originally issued
without a Guarantee; if the Guarantee is thereafter attached pursuant to an
Order of the Guarantor, then after authentication of the Guarantee, the
Guarantee shall be deemed delivered. The Trustee in accordance with the Orders
shall authenticate the Guarantee and deliver such Securities.




                                      -50-
<PAGE>




Section 304. Temporary Securities.

       Pending the preparation of definitive Securities of any series, the
Issuer may execute, and upon Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities and, if applicable, having endorsed thereon
Guarantees of the Guarantor substantially of the tenor of definitive Guarantees
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
members of the Board of Directors executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of any series
issuable as Bearer Securities, such temporary Securities may be in global form.
A Temporary Global Bearer Security shall be delivered only in compliance with
the conditions set forth in Section 303 and this Section 304.

       Except in the case of temporary Securities in global bearer form
("Temporary Global Bearer Securities") (which shall be exchanged in accordance
with the provisions of the following paragraphs) if temporary Securities of any
series are issued, the Issuer 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 Issuer in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any unmatured coupons appertaining thereto), the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor one
or more definitive Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor which have
endorsed thereon the Guarantees of the Guarantor; provided, however, that no
definitive Bearer Security shall be issued in exchange for a Registered
Security.

       If Temporary Global Bearer Securities of any series are issued, any such
Temporary Global Bearer Security shall, unless otherwise provided therein, be
delivered to the Common Depositary for the benefit of the Euroclear Operator and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

       Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such Temporary Global
Bearer Security of a series (the "Exchange Date") the Issuer shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such Temporary Global Bearer Security executed
by the Issuer. On or after the Exchange Date such Temporary Global Bearer
Security shall be surrendered by the Common Depositary to the Trustee, as the
Issuer's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities of that series without charge and the Trustee
shall authenticate and deliver (at an office or agency outside the United
States), in exchange for each portion of such Temporary Global Bearer Security a
like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Temporary
Global Bearer Security to be exchanged; provided however, that unless otherwise
specified in such Temporary Global Bearer Security, upon such presentation by
the Common Depositary, such Temporary Global Bearer Security must be accompanied
by a certificate dated the Exchange Date or a subsequent date and signed by the
Euroclear Operator as to the portion of such Temporary Global Bearer Security
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream as to the portion of such
Temporary Global Bearer Security held for its account then to be exchanged, each
in the form set forth in Section 311 (b). The definitive Securities to be
delivered in exchange for any such Temporary Global Bearer Security shall be in
or in the form of Bearer Securities, Global Securities, Registered Securities,
Permanent Global Bearer Securities




                                      -51-
<PAGE>


(as defined below) or Global Registered Securities, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof.

       Unless otherwise specified in the Temporary Global Bearer Security, the
interest of a beneficial owner of Securities of a series in a Temporary Global
Bearer Security shall be exchanged on the Exchange Date for interest in a
permanent global bearer Security (a "Permanent Global Bearer Security") of the
same series and of like tenor unless, on or prior to the Exchange Date, such
beneficial owner has not delivered to the Euroclear Operator or Clearstream, as
the case may be, a certificate in the form set forth in Section 311(a) dated no
earlier than the Certification Date, copies of which certificate shall be
available from the office of the Euroclear Operator and Clearstream, the
Trustee, and any Authenticating Agent appointed for such series of Securities
and each Paying Agent and after the Exchange Date, the interest of a beneficial
owner of Securities of a series in a Temporary Global Bearer Security shall be
exchanged for an interest in a Permanent Global Bearer Security of the same
series and of like tenor following such beneficial owner's delivery to the
Euroclear Operator or Clearstream, as the case may be, of a certificate in the
form set forth in Section 311(a) dated no earlier than the Certification Date.
Unless otherwise specified in such Temporary Global Bearer Security any such
exchange shall be made free of charge to the beneficial owners of such Temporary
Global Bearer Security except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the like in the event
that such Person does not take delivery of such definitive Securities in person
at the offices of the Euroclear Operator or Clearstream. Definitive Securities
in bearer form to be delivered in exchange for any portion of Temporary Global
Bearer Security shall be delivered only outside the United States.

       Until exchanged in full as hereinabove provided the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a Temporary Global Bearer
Security on an Interest Payment Date for Securities of such series shall be
payable to Euroclear Operator and Clearstream on such Interest Payment Date upon
delivery by the Euroclear Operator and Clearstream to the Trustee of a
certificate or certificates in the form set forth in Section 311 (b), for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
Temporary Global Bearer Security on such Interest Payment Date and who have each
delivered to the Euroclear Operator or Clearstream, as the case may be, a
certificate in the form set forth in Section 311(a). Any interest so received by
the Euroclear Operator and Clearstream and not paid as herein provided shall be
returned to the Trustee immediately prior to the expiration of two years after
such Interest Payment Date in order to be repaid to the Issuer in accordance
with Section 1003.

Section 305. Registration, Registration of Transfer and Exchange.

       (a) Global Securities. This Section 305(a) shall apply to Global
Securities unless otherwise specified, as contemplated by Section 301.
Notwithstanding anything in this Indenture to the contrary, unless issued in
compliance with United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)
("Non-Fungible Bearer Securities"), such securities ("Fungible Bearer
Securities") will be represented by a Global Security deposited with the
Book-Entry Depositary which, pursuant to the Securities Depositary Agreement and
an agreement to be entered into between DTC and the Book-Entry Depositary (the
"DTC Agreement"), will issue to DTC in the City of New York one or more
certificateless depositary interests (which together represent a 100% interest
in the Global Security) registered in the name of DTC or its nominee. Pursuant
to the terms of the DTC Agreement, DTC will operate a book-entry system for the
securities registered in its name.

       Except as otherwise specified as contemplated by Section 301 hereof, any
Global




                                      -52-
<PAGE>


Security shall be exchangeable for definitive Securities only as provided in
this paragraph. A Global Security shall be exchangeable pursuant to this Section
only (i) if the Book-Entry Depositary, if any, notifies the Issuer, the
Guarantor and the Trustee in writing that it is unwilling or unable to continue
to act as Book-Entry Depositary and a successor Book-Entry Depositary is not
appointed by the Issuer or the Guarantor within 120 days of such notification,
(ii) if DTC notifies the Book-Entry Depositary that it is unwilling or unable to
continue to hold the certificateless depositary interests issued by the
Book-Entry Depositary with respect to the Global Securities, or if at any time
DTC is unable to or ceases to be a clearing agency registered under the Exchange
Act and a successor to DTC registered under the Exchange Act is not appointed by
the Book-Entry Depositary at the written request of the Issuer or the Guarantor
within 120 days, (iii) upon the occurrence of an Event of Default under the
Securities of such series upon the request of the holder of a Book-Entry
Interest or (iv) at any time if the Issuer at its option and in its sole
discretion determines that the Global Securities of a particular series should
be exchanged (in whole but not in part) for definitive Registered Securities of
that series. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for, unless otherwise specified or contemplated
by Section 301, definitive Registered Securities bearing interest (if any) at
the same rate or pursuant to the same formula, having the same date of issuance,
the same date or dates from which such interest shall accrue, the same Interest
Payment Dates on which such interest shall be payable or the manner of
determination of such Interest Payment Dates, redemption provisions, if any,
specified currency and other terms and of differing denominations aggregating a
like amount as the Global Security so exchangeable. Definitive Registered
Securities shall be registered in the names of the owners of the beneficial
interests in such Global Securities as such names are from time to time
provided, in the case of Global Securities with respect to which a corresponding
certificateless depositary interest is held by DTC, by the relevant Agent
Members holding interests in such Global Securities (as the names of such Agent
Members are provided to the Issuer from time to time by DTC) and, in all other
cases, by the Holder, to the Trustee. Global Securities which are Fungible
Bearer Securities shall only be exchangeable for definitive Registered
Securities.

       Any Global Security that is exchangeable pursuant to the preceding
paragraph, unless otherwise specified as contemplated by Section 301, shall be
exchangeable for Securities issuable in authorized denominations of a like
aggregate principal amount and tenor.

       Except as provided above, owners solely of beneficial interests in a
Global Security shall not be entitled to receive physical delivery of Securities
in definitive form and will not be considered the holders thereof for any
purpose under this Indenture.

       In the event that a Global Security is surrendered for redemption in part
pursuant to Section 1107, either (i) the Issuer shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange
for the unredeemed portion of the principal of the Global Security so
surrendered or (ii) the Trustee shall endorse Schedule A to such Global Security
to reflect the reduction in the principal amount at maturity of such Global
Security as a result of such redemption.

       The Agent Members, DTC and any beneficial owners shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
a Holder, or in relation to which they hold, directly or indirectly, Book-Entry
Interests, and such Holder shall be treated by the Issuer, the Guarantor, the
Trustee, and any agent of the Issuer, the Guarantor or the Trustee as the owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Trustee,
or any agent of the Issuer, the Guarantor or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by a Holder or
impair, as between DTC or another clearing agency and its Agent Members and
Holders, the operation of customary practices governing the exercise of the
rights of a holder of any security, including without limitation the




                                      -53-
<PAGE>


granting of proxies or other authorization of participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a Holder is entitled to give or take under this Indenture.

       In connection with any exchange of interests in a Global Security for
definitive Securities of another authorized form, as provided in this subsection
(a), then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Issuer shall deliver to
the Trustee definitive Securities in aggregate principal amount equal to the
principal amount of such Global Security or the portion to be exchanged executed
by the Issuer. On or after the earliest date on which such interests may be so
exchanged, such Global Security shall be surrendered by the Holder to the
Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
Global Security, an equal aggregate principal amount of definitive Securities of
authorized denominations as the portion of such Global Security to be exchanged.
Any Global Security that is exchangeable pursuant to this Section 305 shall be
exchangeable for Securities issuable in the denominations specified as
contemplated by Section 301 and registered in such names as the Holder of such
Global Security shall direct. If a definitive Registered Security is issued in
exchange for any portion of a Global Security after the close of business at the
office or agency where such exchange occurs on any record date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, interest will not be payable on such Interest Payment Date in respect of
such definitive Registered Security, but will be payable on such Interest
Payment Date only to the person to whom payments of interest in respect of such
portion of such Global Security are payable.

       DTC may grant proxies and otherwise authorize any person, including Agent
Members and persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture with respect to
the Securities.

       (b) The Issuer 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 such Issuer 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 Issuer shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.

       Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency in a Place of Payment for that series, the
Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, each such Security having endorsed thereon a
Guarantee of the Guarantor.

       At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like tenor and aggregate principal amount upon surrender
of the Registered Securities to be exchanged at such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Bearer
Securities may not be issued in exchange for Registered Securities.

       At the option of the Holder, upon request confirmed in writing, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denominations




                                      -54-
<PAGE>


and of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if such
Bearer Security is accompanied by payment in funds acceptable to the Issuer in
an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Issuer and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

       Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive, each such Security having
endorsed thereon a Guarantee of the Guarantor.

       Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Permanent Global Bearer Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a Permanent Global Bearer Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Issuer shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such Permanent Global Bearer
Security, executed by the Issuer, each such Security having endorsed thereon a
Guarantee of the Guarantor. On or after the earliest date on which such
interests may be so exchanged, such Permanent Global Bearer Security shall be
surrendered from time to time in accordance with instructions given to the
Trustee and the Common Depositary (which instructions shall be in writing, but
need not comply with Section 102 or be accompanied by an Opinion of Counsel) by
the Common Depositary or such other depositary or Common Depositary as shall be
specified in the Order with respect thereto to the Trustee, as the Issuer's
agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge and the Trustee shall authenticate
and deliver, in exchange for each portion of such Permanent Global Bearer
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
Permanent Global Bearer Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof; provided, however, that, no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of that series to be redeemed and ending on
the relevant Redemption Date; and provided, further, that no Bearer Security
delivered in exchange for a portion of a Permanent Global




                                      -55-
<PAGE>


Bearer Security shall be mailed or otherwise delivered to any location in the
United States. Promptly following any such exchange in part, such Permanent
Global Bearer Security shall be returned by the Trustee to the Common Depositary
or such other depositary or Common Depositary referred to above in accordance
with the instructions of the Issuer referred to above. If a Registered Security
is issued in exchange for any portion of a Permanent Global Bearer Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency in the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such Permanent Global Bearer Security is payable in accordance
with the provisions of this Indenture.

       All Securities issued upon any registration of transfer or exchange of
Securities and the Guarantees endorsed thereon shall be the valid obligations of
the Issuer and the Guarantor, evidencing the same debt and Guarantees, and
entitled to the same benefits under this Indenture, as the Securities and
Guarantees endorsed thereon surrendered upon such registration of transfer or
exchange.

       Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Issuer or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

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

       The Issuer shall not be required (i) to issue, register the transfer of
or exchange Registered Securities or Global Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Securities of that series to be redeemed and ending at the close of business on
(A) if Securities of the series are issuable only as Registered Securities or
Global Securities, the day of the mailing of the relevant notice of redemption
and (B) if Securities of the series are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if Securities
of the series are also issuable as Registered Securities or Global Securities
and there is no publication, the mailing of the relevant notice of redemption,
or (ii) to register the transfer of or exchange any Registered Security or
Global Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.

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

              (1) Each Global Registered Security authenticated under this
       Indenture shall be registered in the name of the Depositary designated
       for such Global Registered Security or a nominee thereof and delivered to
       such Depositary or a nominee thereof or custodian therefor, and each such
       Global Registered Security shall constitute a single Security for all
       purposes of this Indenture.




                                      -56-
<PAGE>




              (2) Notwithstanding any other provision in this Indenture, no
       Global Registered Security may be exchanged for Securities registered,
       and no transfer of a Global Registered Security in whole or in part may
       be registered, in the name of any Person other than the Depositary for
       such Global Registered Security or a nominee thereof unless (A) such
       Depositary (i) has notified the Issuer and the Guarantor that it is
       unwilling or unable to continue as Depositary for such Global Registered
       Security or (ii) has ceased to be a clearing agency registered under the
       Exchange Act, (B) there shall have occurred and be continuing an Event of
       Default with respect to such Global Registered Security or (C) there
       shall exist such other circumstances, if any, as have been specified for
       this purpose as contemplated by Section 301.

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

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

Section 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons.

       If any mutilated Security or Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Issuer 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 having endorsed
thereon a Guarantee and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons if any, appertaining to the surrendered
Security, provided, however, that any Bearer Security or any coupon shall be
delivered only in accordance with Section 303.

       If there shall be delivered to the Issuer, the Guarantor and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon 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 Issuer, the Guarantor or the Trustee that such Security
or coupon has been acquired by a bona fide purchaser, the Issuer shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, or in exchange for the Security to which a destroyed,
lost or stolen, coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen) a new Security of the same series and of like tenor and
principal amount having endorsed thereon a Guarantee and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or the Security to
which such destroyed, lost or stolen coupon appertains.

       In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Issuer in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that principal and any premium and interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an office or
agency located outside the United States.

       Upon the issuance of any new Security under this Section, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in




                                      -57-
<PAGE>


relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

       Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Issuer and
the Guarantor, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Security and coupons, if any, shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

       The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

Section 307. Payment of Interest; Interest Rights Preserved.

       Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid, in the case of Registered Securities, 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 and, at the option of the
Issuer, may be paid by check mailed to the address of the Person as it appears
in the Security Register, in the case of Bearer Securities, upon presentation
and surrender of the coupon appertaining thereto in respect of the payment of
interest to be paid on such Interest Payment Date or, in the case of Global
Securities held by any Holder, to the Holder by wire transfer of same-day funds
to the Holder.

       Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Issuer, at its election in each
case, as provided in Clause (1) or (2) below:

              (1) The Issuer may elect to make payment of any Defaulted Interest
       to the Persons in whose names the Registered Securities of such series
       (or their respective Predecessor Securities) are registered at the close
       of business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner. The Issuer shall
       notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Registered Security of such series and the
       date of the proposed payment, and at the same time the Issuer shall
       deposit with the Trustee an amount of money equal to the aggregate amount
       proposed to be paid in respect of such Defaulted Interest or shall make
       arrangements satisfactory to the Trustee for such deposit prior to the
       date of the proposed payment, such money when deposited to be held in
       trust for the benefit of the Persons entitled to such Defaulted Interest
       as in this Clause provided. Thereupon the Trustee shall fix a Special
       Record Date for the payment of such Defaulted Interest which shall be not
       more than 15 days and not less than 10 days prior to the date of the
       proposed payment and not less than 10 days after the receipt by the
       Trustee of the notice of the proposed payment. The Trustee shall promptly
       notify the Issuer of such Special Record Date and, in the name and at the
       expense of the Issuer, shall cause notice of the proposed payment of such
       Defaulted Interest and the Special Record Date therefor to be given to
       each Holder of Securities of such series the Issuer in the manner set
       forth in Section 106, not less than 10 days prior to such Special Record
       Date. Notice of the proposed payment of such Defaulted Interest and the
       Special




                                      -58-
<PAGE>


       Record Date therefor having been so mailed, such Defaulted Interest shall
       be paid to the Persons in whose names the Registered Securities of such
       series (or their respective Predecessor Securities) are registered at the
       close of business on such Special Record Date and shall no longer be
       payable pursuant to the following Clause (2).

              (2) The Issuer may make payment of any Defaulted Interest on the
       Registered Securities of any series in any other lawful manner not
       inconsistent with the requirements of any securities exchange on which
       such Securities may be listed, and upon such notice as may be required by
       such exchange, if, after notice given by the Issuer to the Trustee of the
       proposed payment pursuant to this Clause, such manner of payment shall be
       deemed practicable by the Trustee.

       Defaulted Interest on any Global Securities held by the Book-Entry
Depositary may be paid to the Book-Entry Depositary and Defaulted Interest on
any Bearer Securities may be paid upon presentation and surrender of the coupon
appertaining thereto in respect of the interest due on such Bearer Securities to
the person who is the Holder on the record date established by the Issuer for
such purposes.

       Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

       Prior to due presentment of a Registered Security for registration of
transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer,
the Guarantor or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Registered Security for the purpose
of receiving payment of principal of and any premium and (subject to Sections
304, 305 and 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Issuer, the Guarantor, the Trustee nor any agent of the Issuer, the Guarantor or
the Trustee shall be affected by notice to the contrary.

       Title to any Global Security and any Bearer Security and any coupons
appertaining thereto shall pass by delivery. The Issuer, the Guarantor, the
Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the
bearer of any Global Security and any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Issuer, the Guarantor, the Trustee nor any agent of the Issuer, the Guarantor or
the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

       All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. All Bearer
Securities and unmatured coupons so delivered shall be held by the Trustee and,
upon instruction by an Order, shall be cancelled or held for reissuance. Bearer
Securities and unmatured coupons held for reissuance may be reissued only in
replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and like tenor or the related coupons pursuant to Section 306. All
Bearer Securities and unmatured coupons held by the Trustee pending such
cancellation or reissuance shall be deemed to be delivered for cancellation for
all purposes of this Indenture and the Securities. The Issuer or the




                                      -59-
<PAGE>


Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Issuer or the
Guarantor may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Issuer has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities and coupons held by the
Trustee shall be disposed of as directed by an Order.

Section 310. Computation of Interest.

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

Section 311. CUSIP Numbers.

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

Section 312. Forms of Certification.

       (a) Except as otherwise specified as contemplated by Section 301,
whenever any provision of this Indenture contemplates that certification be
given by a beneficial owner of a portion of the Temporary Global Bearer
Security, such certification shall be provided substantially in the form of all
the following certificate, with only such changes as shall be approved by the
Issuer and the Guarantor:

                                  "CERTIFICATE
                               DIAGEO FINANCE B.V.

                                     Issuer
                              [Title of Securities]
                     Guaranteed as to Payment of Principal,
                        Premium (if any) and Interest by
                                   DIAGEO PLC

       This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer and the Guarantor or its or their agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or




                                      -60-
<PAGE>


(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, if
the owner of the Securities is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

       As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

       We undertake to advise you by tested telex if the above statement is not
correct on the date on which you intend to submit your certificate relating to
such Securities to the Trustee, and in the absence of any such notification it
may be assumed that this certificate applies as of such date.

       This certificate excepts and does not relate to $______ of which interest
in the above Securities in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Securities cannot be
made until we do so certify.

       We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings.

Dated:


                                        By
                                          --------------------------------------
                                          As, or as agent for, the
                                          beneficial owner(s) of the
                                          Securities to which this
                                          certificate relates";




                                      -61-
<PAGE>



       (b) Except as otherwise specified as contemplated by Section 301,
whenever any provision of this Indenture contemplates that certification be
given by the Euroclear Operator or Clearstream in connection with the exchange
of a Temporary Global Bearer Security for a Permanent Global Bearer Security,
such certification shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by the Issuer and the
Guarantor:

                                 "CERTIFICATION
                               DIAGEO FINANCE B.V.

                                     Issuer
                              [Title of Securities]
                     Guaranteed as to Payment of Principal,
                        Premium (if any) and Interest by
                                   DIAGEO PLC
                               (the "Securities")

       This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Indenture, as of the date hereof, _________
principal amount of the above-captioned Securities (i) is owned by persons that
are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
persons"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) ("financial institutions")) purchasing for their own
account or for resale, or (b) acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer and the Guarantor or
its or their agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described in
clause (iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

       As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

       We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Temporary Global Bearer Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, exercise of any rights or
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.

       We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws in the United
States. In connection therewith, if administrative or




                                      -62-
<PAGE>


legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.



                                Dated:
                                      ------------------------------------------


                                Yours faithfully,


                                MORGAN GUARANTY TRUST COMPANY OF NEW YORK,


                                Brussels office, as operator of the
                                Euroclear System


                                or


                                Clearstream Banking, Societe Anonyme


                                By:                                           ".
                                   -------------------------------------------




                                      -63-
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

       This Indenture shall upon Order of the Issuer cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange or conversion of Securities herein expressly provided for, and any
right to receive additional amounts as provided in Section 1004) with respect to
the Issuer and the Guarantor, and the Trustee, at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

              (1) either

                            (A) all Securities of the Issuer theretofore
                     authenticated and delivered and all coupons, if any,
                     appertaining thereto (other than (i) coupons appertaining
                     to Bearer Securities surrendered for exchange for
                     Registered Securities and maturing after such exchange,
                     whose surrender is not required or has been waived as
                     provided in Section 305, (ii) Securities and coupons which
                     have been destroyed, lost or stolen and which have been
                     replaced or paid as provided in Section 306, (iii) coupons
                     appertaining to Securities called for redemption and
                     maturing after the relevant Redemption Date, whose
                     surrender has been waived as provided in Section 1106, and
                     (iv) Securities and coupons for whose payment money has
                     theretofore been deposited in trust or segregated and held
                     in trust by the Issuer or the Guarantor and thereafter
                     repaid to the Issuer or the Guarantor, as the case may be,
                     or discharged from such trust, as provided in Section 1003)
                     have been delivered to the Trustee for cancellation; or

                            (B) all such Securities and, in the case of (i) or
                     (ii) below, any coupons appertaining thereto of such Issuer
                     not theretofore delivered to the Trustee for cancellation

                                   (i) have become due and payable, or

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

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

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

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

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

              Notwithstanding the satisfaction and discharge of this Indenture,
       the obligations of the




                                      -64-
<PAGE>


Issuer and the Guarantor to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.

       Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust
(without liability for interest or investment) and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer or
the Guarantor acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and any premium and interest for
whose payment such money has been deposited with or received by the Trustee or
to make mandatory sinking fund payments or analogous payments as contemplated by
Section 403.

Section 403. Defeasance and Discharge of Securities of any Series.

       If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Securities of any series and any coupons appertaining thereto,
then notwithstanding Section 401, the Issuer and the Guarantor shall be deemed
to have paid and discharged the entire indebtedness on all the Outstanding
Securities of that series and any coupons appertaining thereto, the provisions
of this Indenture as it relates to such Outstanding Securities and coupons
(except as to the rights of Holders of Securities and related coupons to
receive, from the trust funds described in subparagraph (1) below, payment of
the principal of (and premium, if any) and any instalment of principal of (and
premium, if any) or interest on such Securities on the Stated Maturity of such
principal or instalment of principal of (and premium, if any) or interest on or
any mandatory sinking fund payments or analogous payments applicable to the
Securities of that series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities and
coupons, any rights of Holders of Securities to convert such Securities, the
Issuer's and the Guarantor's obligations with respect to such Securities,
coupons and Guarantees, respectively, under Sections 304, 305, 306, 1002 and
1003, the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the provisions of Section 402 and this Section 403) shall no longer be in
effect, and the Trustee, at the expense of the Issuer, shall, upon the Order of
the Issuer or the Guarantor, execute proper instruments acknowledging the same,
provided that the following conditions have been satisfied:

              (1) the Issuer or the Guarantor has deposited or caused to be
       deposited with the Trustee (or another trustee satisfying the
       requirements of Section 609), irrevocably (irrespective of whether the
       conditions in subparagraphs (2), (3), (4), (5) and (6) below have been
       satisfied, but subject to the provisions of Section 402 and the last
       paragraph of Section 1003), as trust funds in trust, specifically pledged
       as security for, and dedicated solely to, the benefit of the Holders of
       the Securities of that series and any coupons appertaining thereto, with
       reference to this Section 403, in the case of a series of Securities
       denominated in United States dollars, United States money or U.S.
       Government Obligations, in an amount which, through the payment of
       interest and principal in respect thereof in accordance with their terms,
       will provide not later than the opening of business on the due date of
       any payment referred to in clause (A) or (B) of this subparagraph (1)
       money in an amount, or a combination thereof, sufficient, in the opinion
       of an internationally recognized firm of independent public accountants
       expressed in a written certification thereof delivered to the Trustee, to
       pay and discharge (A) the principal of (and premium, if any) and interest
       on such Outstanding Securities and coupons on the Stated Maturity of such
       principal or instalment of principal or interest and (B) any mandatory
       sinking fund payments or analogous payments applicable to Securities of
       such series and any coupons appertaining thereto on the day




                                      -65-
<PAGE>


       on which such payments are due and payable in accordance with the terms
       of this Indenture and of such Securities and coupons;

              (2) such deposit will not result in a breach or violation of, or
       constitute a default under, this Indenture or any other agreement or
       instrument to which the Issuer or the Guarantor is a party or by which
       either is bound;

              (3) no Event of Default or event which, with the giving of notice
       or lapse of time, or both, would become an Event of Default with respect
       to the Securities of that series shall have occurred and be continuing on
       the date of such deposit and no Event of Default under Section 501(5) or
       Section 501(6) or event which, with the giving of notice or lapse of
       time, or both, would become an Event of Default under Section 501(5) or
       Section 501(6) shall have occurred and be continuing on the 91st day
       after such date;

              (4) the Issuer or the Guarantor has delivered to the Trustee an
       Opinion of Counsel to the effect that, or the Issuer or the Guarantor has
       received from, or there has been published by, the United States Internal
       Revenue Service, a ruling to the effect that, Holders of the Securities
       of that series and any coupons appertaining thereto will not recognize
       income, gain or loss for United States Federal income tax purposes as a
       result of such deposit, defeasance and discharge and will be subject to
       United States 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;

              (5) if the Securities of that series are then listed on the New
       York Stock Exchange, Inc., the Issuer or the Guarantor shall have
       delivered to the Trustee an Opinion of Counsel to the effect that such
       deposit, defeasance and discharge will not cause such Securities to be
       delisted; and

              (6) the Issuer or the Guarantor has delivered to the Trustee an
       Officers' Certificate and an Opinion of Counsel, each stating that all
       conditions precedent provided for relating to the defeasance and
       discharge of the entire indebtedness on all Outstanding Securities of any
       such series and any coupons appertaining thereto as contemplated by this
       Section have been complied with.




                                      -66-
<PAGE>
                                  ARTICLE FIVE
                                    REMEDIES


Section 501.  Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
any series of the Issuer, means any one of the following events with respect to
the Issuer or the Guarantor (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) default in the payment of any interest or payment of any
     additional interest upon any Security of that series when it becomes due
     and payable, and continuance of such default for a period of 30 days; or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity and (if so established as
     contemplated by Section 301 in respect of that series), in the case of
     technical or administrative difficulties only if such default persists for
     a period of five days; or

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series or beyond any period of grace
     provided with respect thereto; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Issuer or the Guarantor in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of series of Securities other than
     that series), and continuance of such default or breach for a period of 90
     days after there has been given, by registered or certified international
     air mail to the Issuer and the Guarantor by the Trustee or to the Issuer,
     the Guarantor and the Trustee by the Holders of at least 10% in principal
     amount of the Outstanding Securities of that series a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder; or

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Issuer or the Guarantor in an
     involuntary case or proceeding under any applicable Netherlands or United
     Kingdom, as the case may be, bankruptcy, insolvency, reorganization or
     other similar law or (B) a decree or order adjudging the Issuer or the
     Guarantor a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or composition of
     or in respect of the Issuer or the Guarantor under any applicable
     Netherlands or United Kingdom, as the case may be, law, or appointing a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Issuer or the Guarantor or of any substantial part
     of its property, or ordering the winding up or liquidation of its affairs,
     and the continuance of any such decree or order for relief or any such
     other decree or order unstayed and in effect for a period of 90 consecutive
     days; or

          (6) the commencement by the Issuer or the Guarantor of a voluntary
     case or proceeding under any applicable Netherlands or United Kingdom, as
     the case may be, bankruptcy, insolvency, reorganization or other similar
     law or of any other case or proceeding to be adjudicated a bankrupt or
     insolvent, or the consent by it to the entry of a decree or order for
     relief in respect of the Issuer or the Guarantor in an involuntary case or
     proceeding under any


                                      -67-

<PAGE>

     applicable Netherlands or United Kingdom, as the case may be, bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Netherlands or United Kingdom, as the case may be,
     law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Issuer or
     the Guarantor or of any substantial part of its property, or the making by
     it of an assignment for the benefit of creditors, or the admission by it in
     writing of its inability to pay its debts generally as they become due, or
     the taking of corporate action by the Issuer or the Guarantor in
     furtherance of any such action; or

          (7) default in the conversion of any convertible Security of that
     series in accordance herewith, and continuance of such default for a period
     of 90 days after there has been given, by registered or certified
     international air mail to the Issuer and the Guarantor by the Trustee or to
     the Issuer, the Guarantor and the Trustee by the Holders of at least 10% in
     principal amount of the Outstanding Securities of that series a written
     notice specifying such default and requiring it to be remedied and stating
     that such notice is a "Notice of Default" hereunder; or

          (8) any other Event of Default established as contemplated by Section
     301 with respect to Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any series of the
Issuer at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series of the Issuer 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) of all of the Securities of such series of the
Issuer to be due and payable immediately, by a notice in writing to the Issuer
and the Guarantor (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.

          At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Issuer, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if:

          (1)  the Issuer or the Guarantor has paid or deposited with the
     Trustee a sum sufficient to pay:

               (A) all overdue interest on all Securities of that series,


               (B) the principal of (and premium, if any, on) any Securities of
     that series which have become due otherwise than by such declaration of
     acceleration and any interest thereon at the rate or rates prescribed
     therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
     interest upon overdue interest at the rate or rates prescribed therefor in
     such Securities, and


                                      -68-

<PAGE>

               (D) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

and

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513.

          No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee

The Issuer covenants that if

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

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security at the Maturity thereof (and, if so provided in
     the applicable Officers' Certificate, in the case of technical or
     administrative difficulties only if the delay persists for a period of five
     days),

the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable on
such Securities and coupons for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and all amounts due the Trustee
under Section 607.

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim

          In case of any judicial proceeding relative to the Issuer, the
Guarantor or any other obligor upon the Securities of a series or the property
of the Issuer, the Guarantor or of such other obligor or their creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders of Securities and coupons and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder of Securities and
coupons to make such payments to the Trustee and, in the event that the Trustee
shall


                                      -69-

<PAGE>

consent to the making of such payments directly to the Holders of Securities and
coupons, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding; provided, however, that
the Trustee may, on behalf of the Holders of Securities and coupons, vote for
the election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.

          All rights of action and claims under this Indenture or the Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons 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 and coupons in respect
of which such judgment has been recovered.

Section 506.  Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities or coupons, or both, as the
case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     607;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities and coupons in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities and coupons for principal and
     any premium and interest, respectively; and

          THIRD: To the payment of the balance, if any, to the Issuer or any
     other Person or Persons legally entitled thereto.

Section 507.  Limitation on Suits.

          No Holder of any Security of any series or coupon shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, the Guarantees, the Securities or coupons or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of such series
     specifying such Event of Default and stating that such notice is a "Notice
     of Default" hereunder;


                                      -70-

<PAGE>

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest and to Convert.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Sections 304, 305 and 307) interest on such Security on the
respective 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, if such Security is convertible, to
convert such Security in accordance with this Indenture and to institute suit
for the enforcement of such right to convert and such rights shall not be
impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.

          If the Trustee or any Holder of any Security or coupon 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 Issuer, the
Guarantor, the Trustee and the Holders of Securities and coupons shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons 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


                                      -71-

<PAGE>

remedy.

Section 511.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Security
or coupon 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 of Securities or coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.

Section 512.  Control by Holders of Securities.

          The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

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

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

          (3) the Trustee need not follow any such direction if doing so would
     in its reasonable discretion either involve it in personal liability or be
     unduly prejudicial to Holders of Securities not joining in such direction;

provided, further, that the Trustee shall have no obligation to make any
determination with respect to any such conflict, personal liability or undue
prejudice.

Section 513.  Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to such series of the Issuer and its consequences, except
a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series of the Issuer, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected, or

          (3) in the conversion of any Security of such series of such Issuer.

          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.


                                      -72-

<PAGE>

Section 514.  Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess reasonable
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Issuer
or the Guarantor, 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 of the Issuer, or
to any suit instituted by any Holder of any Security or coupon for the
enforcement of the payment of the principal of or any premium or interest on any
Security or coupon on or after the Stated Maturity or Maturities expressed in
such Security or coupon (or, in the case of redemption, on or after the
Redemption Date) or for the enforcement of any right to convert such Security
pursuant to this Indenture.

Section 515.  Waiver of Stay or Extension Laws.

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


                                      -73-

<PAGE>

                                  ARTICLE SIX
                                  THE TRUSTEE


Section 601.  Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 602.  Notice of Defaults.

          If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to such Securities, no such notice to such Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

Section 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties, whether such paper or document be delivered in original or by
facsimile;

          (b) any request or direction of the Issuer or the Guarantor mentioned
herein shall be sufficiently evidenced by an Order and any resolution of the
Board of Directors of the Issuer or the Guarantor 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
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

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


                                      -74-

<PAGE>

          (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, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer or the Guarantor, personally or by
agent or attorney, provided that the Trustee shall not be entitled to such
information which the Issuer or the Guarantor is prevented from disclosing as a
matter of law or contract;

          (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 the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

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

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

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

Section 604.  Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Issuer or the Guarantor, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Issuer of Securities or the proceeds thereof.

Section 605.  May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of any of the Issuer or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to Sections 608 and 613, may otherwise deal with the
Issuer and the Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

Section 606.  Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on or investment of any money received by it
hereunder except as otherwise agreed with and for the exclusive benefit of the
Issuer or the Guarantor, as the case may be.


                                      -75-

<PAGE>

Section 607.  Compensation and Reimbursement.

          Each of the Issuer and the Guarantor jointly and severally agrees:

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed from time to time for all services rendered by it hereunder
     (which compensation shall not be limited by any provision of law in regard
     to the compensation of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except to the extent that any
     such expense, disbursement or advance may be attributable to its negligence
     or bad faith; and

          (3) to indemnify the Trustee and any predecessor Trustee and their
     agents for, and to hold it harmless against, any loss, liability damages,
     claims or expense arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder and the performance of its
     duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder, except to the extent
     that any such loss, liability or expense may be attributable to its
     negligence or bad faith.

          The Trustee shall have a lien prior to the Holders of Securities or
coupons to payment of amounts due it under this Section 607 from funds held by
the Trustee hereunder. "Trustee" for purposes hereof includes any predecessor
trustee, but the negligence or bad faith of any trustee shall not affect the
rights of any other trustee hereunder.

Section 608.  Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. For this purpose
the Trustee shall not be deemed to have a conflicting interest by reason of
being Trustee for the Securities of any series and Trustee for the Securities of
any other series.

Section 609.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder with respect to the
Securities of each series of the Issuer which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least U.S.$50,000,000 and its Corporate Trust Office in the
Borough of Manhattan, The City of New York, New York. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

Section 610.  Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor


                                      -76-
<PAGE>
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

          (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 Issuer. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (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 Issuer and the Guarantor.

          (d) If at any time:

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

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

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuer by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security 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 Trustee for any cause, with
respect to the Securities of one or more series, the Issuer, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Issuer and the Guarantor
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Issuer. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Issuer or the Holders of
Securities of such series and accepted appointment in the manner required by
Section 611, any Holder of a Security 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.


                                      -77-

<PAGE>

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

Section 611.  Acceptance of Appointment by Successor.

          (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 each of the Issuer, the Guarantor 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 Issuer, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series of the Issuer, the
Issuer, the Guarantor, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series of the Issuer shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Issuer and the Guarantor or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

          (c) Upon request of any such successor Trustee, the Issuer and the
Guarantor 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) and (b) of this Section, 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.


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<PAGE>

Section 612.  Merger, Conversion, Consolidation or Succession to Business.

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

Section 613.  Preferential Collection of Claims Against Issuer or Guarantor.

          If and when the Trustee shall be or become a creditor of the Issuer or
the Guarantor (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of Section 311 of the Trust Indenture Act, but only to
the extent therein specified, regarding the collection of claims against the
Issuer or the Guarantor (or any such other obligor). For purposes of Section
311(b)(4) and (6) of such Act, the following terms shall mean:

          (a) "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; and

          (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Issuer or the Guarantor 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 Issuer or the Guarantor
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

Section 614.  Appointment of Authenticating Agent.

          The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial conversion or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Issuer and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than U.S.$50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital


                                      -79-

<PAGE>

and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

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

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

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

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

                                        Citibank, N.A.
                                        As Trustee


                                        By:
                                            ------------------------------------
                                            As Authenticating Agent
                                            Title:

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


          If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the Issuer
wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Issuer in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by such Issuer with respect of such
series of Securities.


                                      -80-

<PAGE>

                                 ARTICLE SEVEN
         HOLDERS' LISTS AND REPORTS BY TRUSTEE, ISSUER AND THE GUARANTOR


Section 701.  Issuer and Guarantor to Furnish Trustee Names and Addresses of
              Holders.

          Each of the Issuer and the Guarantor will furnish or cause to be
furnished to the Trustee:

          (a) semi-annually, not later than 15 days after each Regular Record
Date in each year, a list, in such form as the Trustee may reasonably require,
containing all the information in the possession or control of the Issuer or the
Guarantor, or any of the Issuer's Paying Agents other than the Trustee, as to
the names and addresses of the Holders of Securities as of such Regular Record
Date, and

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

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

Section 702.  Preservation of Information; Communications to Holders.

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

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

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer, the Guarantor and the Trustee that none of the Issuer,
the Guarantor nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders of Securities made pursuant to the Trust Indenture Act.

Section 703.  Reports by Trustee.

          (a) On or about each July 15 following the date hereof, the Trustee
shall transmit to Holders of Securities such reports, if any, dated as of the
preceding May 15, concerning the Trustee and its actions under this Indenture as
may be required pursuant to Section 313(a) of the Trust Indenture Act in the
manner provided pursuant to Section 313(c) thereof. The Trustee shall also
transmit to Holders of Securities such reports, if any, as may be required
pursuant to Section 313(b) of the Trust Indenture Act at the times and in the
manner provided pursuant thereto and to Section 313(c) thereof.

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


                                      -81-

<PAGE>

Section 704.  Reports by Issuer and Guarantor.

          Each of the Issuer and the Guarantor shall file with the Trustee and
the Commission, and transmit to Holders of Securities, such information,
documents and other reports, including financial information and statements and
such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

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

Section 705.  Calculation of Original Issue Discount.

          The Issuer 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.


                                      -82-

<PAGE>

                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 801.  Issuer or Guarantor May Consolidate, Etc., Only on Certain Terms.

          Neither the Issuer nor the Guarantor shall consolidate with or merge
(which term shall include for the avoidance of doubt a scheme of arrangement)
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and neither the Issuer nor the
Guarantor shall permit any Person to consolidate with or merge into the Issuer
or the Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Issuer or the Guarantor, unless:

          (1) in case the Issuer or the Guarantor shall consolidate with or
     merge into another Person or convey, transfer or lease its properties and
     assets substantially as an entirety to any Person, the Person formed by
     such consolidation or into which the Issuer or the Guarantor is merged or
     the Person which acquires by conveyance or transfer, or which leases, the
     properties and assets of the Issuer or the Guarantor substantially as an
     entirety shall be a corporation, partnership or trust, shall be organized
     and validly existing, under the laws of any applicable jurisdiction and
     shall expressly assume, by an indenture supplemental hereto executed and
     delivered to the Trustee in form reasonably satisfactory to the Trustee,
     the due and punctual payment of the principal of and any premium and
     interest (including all additional amounts, if any, payable pursuant to
     Section 1004 and subsection (3) below) on all the Securities and the
     performance or observance of every covenant of this Indenture on the part
     of the Issuer to be performed or observed, and, in the case of the
     Guarantor, the due and punctual performance of the Guarantees (including
     all additional amounts, if any, payable pursuant to Section 1004 and
     subsection (3) below) and the performance of every covenant of this
     Indenture on the part of the Guarantor to be performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Issuer, the Guarantor
     or a Subsidiary as a result of such transaction as having been incurred by
     the Issuer, the Guarantor or such Subsidiary at the time of such
     transaction, no Event of Default, and no event which, after notice or lapse
     of time or both, would become an Event of Default, shall have happened and
     be continuing;

          (3) the Person formed by such consolidation or into which the Issuer
     or the Guarantor is merged or to whom the Issuer or the Guarantor has
     conveyed, transferred or leased its properties or assets (if such Person is
     organized and validly existing under the laws of a jurisdiction other than
     the United States, any State thereof, or the District of Columbia) agrees
     to indemnify the Holder of each Security and coupon against (a) any tax,
     assessment or governmental charge imposed on any such Holder or required to
     be withheld or deducted from any payment to such Holder as a consequence of
     such consolidation, merger, conveyance, transfer or lease; and (b) any
     costs or expenses of the act of such consolidation, merger, conveyance,
     transfer or lease;

          (4) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Issuer or the
     Guarantor would become subject to a mortgage, pledge, lien, security
     interest or other encumbrance which would not be permitted by this
     Indenture, the Issuer, the Guarantor or such successor Person, as the case
     may be, shall take such steps as shall be necessary effectively to secure
     the Securities equally and ratably with (or prior to) all indebtedness
     secured thereby; and


                                      -83-

<PAGE>

          (5) the Issuer or the Guarantor, as the case may be, has delivered to
     the Trustee an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, conveyance, transfer or lease and,
     if a supplemental indenture is required in connection with such
     transaction, such supplemental indenture comply with this Article and that
     all conditions precedent herein provided for relating to such transaction
     have been complied with.

Section 802.  Successor Substituted.

          Upon any consolidation of the Issuer or the Guarantor with, or merger
of the Issuer or the Guarantor into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Issuer or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Issuer or the Guarantor 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 Issuer or
the Guarantor, as the case may be, under this Indenture with the same effect as
if such successor Person had been named as the Issuer or the Guarantor herein,
as the case may be, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities and any coupons appertaining thereto.

Section 803.  Assumption by Guarantor or Subsidiary of Issuer's Obligations.

          The Guarantor or any Subsidiary of the Guarantor may assume the
obligations of the Issuer (or any Person which shall have previously assumed the
obligations of the Issuer) for the due and punctual payment of the principal of
(and premium, if any), interest on and any other payments with respect to the
Securities and any coupons appertaining thereto, for the due and punctual
conversion of the Securities in accordance with this Indenture and for the
performance of every covenant of this Indenture and the Securities on the part
of the Issuer to be performed or observed, provided that:

          (1) the Guarantor or such Subsidiary, as the case may be, shall
     expressly assume such obligations by an indenture supplemental hereto, in
     form reasonably satisfactory to the Trustee, executed and delivered to the
     Trustee and if such Subsidiary assumes such obligations, the Guarantor
     shall, by such supplemental indenture, confirm that its Guarantees shall
     apply to such Subsidiary's obligations under the Securities, any coupons
     appertaining thereto and this Indenture, as modified by such supplemental
     indenture;

          (2) the Guarantor or such Subsidiary, as the case may be, shall agree
     in such supplemental indenture, to the extent provided in the Securities
     and subject to the limitations and exceptions set forth below, that if any
     deduction or withholding for any present or future taxes, assessments or
     other governmental charges of the jurisdiction (or any political
     subdivision or taxing authority thereof or therein) in which the Guarantor
     or such Subsidiary is incorporated shall at any time be required by such
     jurisdiction (or any such political subdivision or taxing authority) in
     respect of any amounts to be paid by the Guarantor or such Subsidiary, as
     the case may be, to a Holder, who, with respect to any such taxes,
     assessments or other governmental charges, is not resident in such
     jurisdiction, the Guarantor or such Subsidiary, as the case may be, will
     pay to the Holder of a Security or any coupon appertaining thereto such
     additional amounts as may be necessary in order that the net amounts paid
     to the Holder of such Security or coupon, after such deduction or
     withholding, shall be not less than the amounts specified in such Security
     or coupon to which such Holder is entitled; provided, however, that the
     Guarantor or Subsidiary, as the case may be, shall not be required to make
     any payment of additional amounts (i) for or on account of any such tax,
     assessment or other governmental charge imposed by the United States or any
     political subdivision or taxing authority thereof or therein or (ii) for or
     on account of:


                                      -84-

<PAGE>

          (a) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment therein or
(ii) the presentation of a Security or coupon (where presentation is required)
for payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;

          (b) any estate, inheritance, gift, sale, transfer, personal property
or similar tax, assessment or other governmental charge;

          (c) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of (or in respect of) principal of,
premium, if any, or any interest on, the Securities or any coupons appertaining
thereto;

          (d) any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure to comply by the Holder or the beneficial
owner of a Security or any coupon appertaining thereto with a request of the
Issuer or the Guarantor addressed to the Holder (i) to provide information
concerning the nationality, residence or identity of the Holder or such
beneficial owner or (ii) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or

          (e) any combination of items (a), (b), (c), and (d);

nor shall additional interest be paid (i) with respect to any payment of the
principal of, premium, if any, or any interest on any Security or coupon
appertaining thereto to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of such jurisdiction (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such additional interest had it been the Holder of the Security or coupon or
(ii) in the event that the obligation to pay additional amounts is the result of
the issuance of definitive Registered Securities to a Holder of a Predecessor
Security at such Holder's request upon the occurrence of an Event of Default and
at the time payment is made definitive Registered Securities have not been
issued in exchange for the entire principal amount of the Predecessor
Securities. The foregoing provisions shall apply mutatis mutandis to any
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges of whatever nature of any jurisdiction in
which any successor Person to the Guarantor or such Subsidiary is organized, or
any political subdivision or taxing authority thereof or therein.

          (3) immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing; and

          (4) the Guarantor or such Subsidiary, as the case may be, shall have
     delivered to the Trustee an Officers' Certificate and an Opinion of
     Counsel, each stating that such assumption and


                                      -85-

<PAGE>

     such supplemental indenture comply with this Article and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.

          Upon any such assumption, the Guarantor or such Subsidiary shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if the Guarantor or such
Subsidiary had been named as an "Issuer" herein, and the Person named as an
"Issuer" in the first paragraph of this instrument or any successor Person which
shall theretofore have become such in the manner prescribed in this Article
shall be released from its liability as obligor upon the Securities or any
coupons appertaining thereto.


                                      -86-

<PAGE>

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES


Section 901.  Supplemental Indentures Without Consent of Holders.

          Without the consent of any Holders of Securities or coupons, the
Issuer, when authorized by a Board Resolution, the Guarantor, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Issuer or the
     Guarantor and the assumption by any such successor of the covenants of the
     Issuer or the Guarantor herein and in the Securities or Guarantees or to
     add another Issuer to this Indenture for future issuances; or

          (2) to add to the covenants of the Issuer or of the Guarantor 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 Issuer or the Guarantor; or

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

          (4) to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on Bearer Securities, to permit Bearer Securities to be
     issued in exchange for Registered Securities, to permit Bearer Securities
     to be issued in exchange for Bearer Securities of other authorized
     denominations or to permit or facilitate the issuance of Securities in
     uncertificated form, provided that any such action shall not adversely
     affect the interests of the Holders of Securities of any series or any
     related coupons in any material respect; or

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

          (6) to add Guarantees to the Securities of any series to which the
     Guarantees shall not have already been attached; or

          (7) to secure the Securities pursuant to Section 1009; or

          (8) to establish the form or terms of Securities of any series and any
     related coupons and the Guarantees thereof, each as permitted by Sections
     201 and 301; or

          (9) 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


                                      -87-

<PAGE>

     of the provisions of this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder by more than one
     Trustee, pursuant to the requirements of Section 611(b); or

          (10) to reduce the conversion price of the Securities of any series
     other than pursuant to this Indenture; or

          (11) to cure any ambiguity, 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 that such action pursuant to this clause
     (11) shall not adversely affect the interests of the Holders of Securities
     of any series or any related coupons in any material respect.

Section 902.  Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Issuer, the
Guarantor and the Trustee, the Issuer, when authorized by a Board Resolution,
the Guarantor, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any instalment
     of principal of or interest on, any Security or any coupon appertaining
     thereto, or reduce the principal amount thereof or the rate of interest
     thereon or any premium payable upon the redemption thereof, or change any
     obligation of the Issuer or the Guarantor to pay additional amounts
     pursuant to Section 1004 (except as contemplated by Section 801(1) and
     permitted by Section 901(1)), or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or the coin or currency in which, any Security or any premium or
     interest thereon is payable, or modify or affect in any manner adverse to
     the interests of the Holders of Securities of any series the conversion
     rights of such Securities, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date) or of any
     such right of conversion, or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3) change any obligation of the Issuer or the Guarantor to maintain
     an office or agency in the places and for the purposes specified in Section
     1002, or

          (4) modify any of the provisions of this Section, Section 513 or
     Section 1011, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
     the consent of


                                      -88-

<PAGE>

     any Holder of a Security or coupon with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1011, or the deletion of this proviso, in accordance with the
     requirements of Sections 611(b) and 901(9), or

          (5) modify or affect in any manner adverse to the interests of the
     Holders of any Securities or any related coupons the terms and conditions
     of the obligations of the Guarantor in respect of the due and punctual
     payment of the principal thereof (and premium, if any) and interest, if
     any, thereon or any sinking fund payments provided in respect thereof or
     the obligations of the Guarantor in respect of any rights of conversion of
     any Securities.

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

Section 903.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby, except as
otherwise expressed therein.

Section 905.  Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as in effect at the time
of the execution thereof.

Section 906.  Reference in Securities to Supplemental Indentures.

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Issuer and the
Guarantor shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Issuer and the Guarantor, to any
such supplemental indenture may be prepared and executed by the Issuer, the
Guarantees of the Guarantor may be endorsed thereon and such securities may be
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of


                                      -89-

<PAGE>

such series.









                                      -90-

<PAGE>


                                  ARTICLE TEN
                                   COVENANTS


Section 1001.  Payment of Principal, Premium and Interest.

          The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, any interest due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such
interest instalments as are evidenced thereby as they severally mature.

Section 1002.  Maintenance of Office or Agency.

          If Securities of a series are issuable only as Global Securities
and/or Registered Securities, the Issuer will maintain in each Place of Payment
for such series an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer, exchange or conversion and where
notices and demands to or upon the Issuer in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Issuer will maintain (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange or conversion, where
notices and demands to or upon the Issuer in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the second following paragraph (and not otherwise),
(B) subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 1004), and (C) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series located
outside the United States, an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange or conversion and where notices
and demands to or upon the Issuer in respect of the Securities of that series
and this Indenture may be served.

          The Guarantor will maintain in the Borough of Manhattan, The City of
New York, an office or agency where notices and demands to or upon the Guarantor
in respect of Securities of any series, any coupons appertaining thereto and
this Indenture may be served.

          Each of the Issuer and the Guarantor 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 Issuer or the Guarantor shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1004) or conversion at any
Paying Agent for such series located outside the United States, and the Issuer
and the Guarantor hereby appoint the same as its agent to receive all respective
presentations, surrenders, notices and demands.

          No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Issuer in the United States or by
check mailed to any address in the United States


                                      -91-

<PAGE>

or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are denominated
and payable in United States dollars, payment of principal of and any premium
and interest on any Bearer Security (including any additional amounts payable on
Securities of such series pursuant to Section 1004) shall be made at the office
of the Issuer's Paying Agent in the Borough of Manhattan, The City of New York,
if (but only if) payment in United States dollars of the full amount of such
principal, premium, interest or additional amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Issuer in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

          The Issuer may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Issuer will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

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

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

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

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer or the Guarantor, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become


                                      -92-

<PAGE>

due and payable shall be paid to the Issuer on its Order, or (if then held by
the Issuer or the Guarantor) shall be discharged from such trust; and the Holder
of such Security or any coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Issuer or the Guarantor for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer or the Guarantor as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuer cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.

Section 1004.  Additional Amounts.

          Unless otherwise specified in any Board Resolution of the Issuer or
the Guarantor establishing the terms of Securities of a series or the Guarantees
relating thereto in accordance with Section 301, if any deduction or withholding
for any present or future taxes, assessments or other governmental charges of
the jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Issuer or the Guarantor is incorporated, shall at any time
be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer of principal of or
interest on a Security of any series, or by the Guarantor under the Guarantees,
the Issuer or the Guarantor, as the case may be, will pay to the Holder of a
Security of such series such additional amounts as may be necessary in order
that the net amounts paid to such Holder of such Security who, with respect to
any such tax, assessment or other governmental charge, is not resident in such
jurisdiction, after such deduction or withholding, shall be not less than the
amounts specified in such Security to which such Holder is entitled; provided,
however, that the Issuer or the Guarantor, as the case may be, shall not be
required to make any payment of additional amounts (i) for or on account of any
such tax, assessment or governmental charge imposed by the United States or any
political subdivision or taxing authority thereof or therein or (ii) for or on
account of: (a) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settler, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settler, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment therein or
(ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later; (b) any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge; (c) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series; (d) any tax, assessment or
other governmental charge that is imposed or withheld by reason of the failure
to comply by the Holder or the beneficial owner of the Security of such series
with a request of the Issuer or the Guarantor addressed to the Holder (i) to
provide information concerning the nationality, residence or identity of the
Holder or such beneficial owner or (ii) to make any declaration or other similar
claim or satisfy any information or reporting requirements, which, in the case
of (i) or (ii), is required or imposed by a statute, treaty, regulation or
administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other governmental charge;
or (e) any combination of items (a), (b), (c) and (d) above; nor shall
additional amounts be paid (i) with respect to any payment of the principal of,
or any interest on, any Security of such series to any Holder who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be


                                      -93-

<PAGE>

required by the laws of the jurisdiction (or any political subdivision or taxing
authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or settler with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had it been the Holder of such Security or (ii) if the
payment is in respect of a definitive Registered Security issued at the request
of a holder of a Book-Entry Security following an Event of Default and at the
time the payment is made definitive Registered Securities have not been issued
in exchange for the entire principal amounts of the Securities. (Sections 205,
803 and 1004). The foregoing provisions shall apply mutandis mutandis to any
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges of whatever nature of any jurisdiction in
which any successor Person to the Issuer or the Guarantor, as the case may be,
is organized, or any political subdivision or taxing authority thereof or
therein; provided, however, that such payment of additional amounts may be
subject to such further exceptions as may be established in the terms of such
Securities established as contemplated by Section 301. Subject to the foregoing
provisions, whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

          If the terms of the Securities of a series established as contemplated
by Section 301 do not specify that additional amounts pursuant to the Section
will not be payable by the Issuer or the Guarantor, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or interest
if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Issuer will furnish the Trustee and
the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officers' Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of and any premium or interest
on the Securities of that series shall be made to Holders of Securities of that
series or any related coupons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Issuer or the
Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or
Paying Agents the additional amounts required by this Section. Each of the
Issuer and the Guarantor covenant to indemnify each of the Trustee and any
Paying Agent for, and to hold each of them harmless against, any loss, liability
or expense arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section, except to the extent that any such loss, liability or expense is due to
its own negligence or bad faith.

Section 1005.  Statement by Members of Board of Directors or Officers as to
               Default.

          Each of the Guarantor and the Issuer of Outstanding Securities will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Guarantor ending after the date hereof, an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the Issuer or the
Guarantor, as the case may be, is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Issuer or the Guarantor shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.


                                      -94-

<PAGE>

Section 1006.  Existence.

          Subject to Article Eight, the Issuer and the Guarantor each will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Issuer and the Guarantor shall not be required to preserve any
such right or franchise if its respective Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Issuer or the Guarantor, as the case may be, and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1007.  Maintenance of Properties.

          The Issuer and the Guarantor each will cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Issuer or the Guarantor, as the case may be, may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Issuer or the Guarantor, as the case may be, from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer or the Guarantor, as the case
may be, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.

Section 1008.  Payment of Taxes and Other Claims.

          The Issuer and the Guarantor each will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Issuer, the
Guarantor or any Subsidiary or upon the income, profits or property of the
Issuer, the Guarantor or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer, the Guarantor or any Subsidiary; provided, however, that
the Issuer or the Guarantor, as the case shall be, shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.

Section 1009.  Limitation on Liens.

          So long as any of the Securities are Outstanding, the Guarantor shall
not, and the Guarantor shall procure that no Restricted Subsidiary will, create
or permit to subsist any Encumbrance on the whole or any part of any Principal
Property or upon any shares or stock of any Restricted Subsidiary to secure any
present or future indebtedness for borrowed money without making, or causing
such Restricted Subsidiary to make, effective provision whereby the Securities
and any coupons appertaining thereto (together with, if the Guarantor shall so
determine, any other indebtedness of the Guarantor or such Restricted Subsidiary
then existing or thereafter created which is not subordinate to the Securities)
shall be secured equally and ratably with (or, at the option of the Guarantor or
such Restricted Subsidiary, prior to) such indebtedness for borrowed money, so
long as such indebtedness for borrowed money shall be so secured; provided,
however, that the above shall not apply to:

          (1) any Encumbrance subsisting on or prior to the date hereof;

          (2) any Encumbrance arising by operation of law and not securing
     amounts more than ninety (90) days overdue or otherwise being contested in
     good faith;


                                      -95-

<PAGE>

          (3) judgment Encumbrances not giving rise to an Event of Default;

          (4) any Encumbrance subsisting over a Principal Property, shares or
     stock of any Restricted Subsidiary (which becomes a Restricted Subsidiary
     after the date hereof) prior to the date of such Restricted Subsidiary
     becoming a Restricted Subsidiary, provided that such Encumbrance was not
     created in contemplation of such Restricted Subsidiary becoming a
     Restricted Subsidiary;

          (5) any Encumbrance over any Principal Property (or documents of title
     thereto), shares or stock of any Restricted Subsidiary acquired by the
     Guarantor or any Restricted Subsidiary as security for, or for indebtedness
     incurred to finance, all or part of the price of its acquisition,
     development, redevelopment, modification or improvement;

          (6) any Encumbrance over any Principal Property (or documents of title
     thereto), shares or stock of any Restricted Subsidiary which is acquired by
     the Guarantor or any Restricted Subsidiary subject to such Encumbrance;

          (7) any Encumbrance to secure indebtedness for borrowed money incurred
     in connection with a specifically identifiable project where the
     Encumbrance relates to a Principal Property involved in such project and
     acquired by the Guarantor or any Restricted Subsidiary after the date
     hereof and the recourse of the creditors in respect of such indebtedness is
     limited to such project and Principal Property;

          (8) any Encumbrance arising solely by operation of law over any credit
     balance or cash held in any account with a financial institution;

          (9) rights of financial institutions to offset credit balances in
     connection with the operation of cash management programs established for
     the benefit of the Guarantor and/or any Restricted Subsidiary;

          (10) any Encumbrance securing indebtedness of the Guarantor or any
     Restricted Subsidiary for borrowed money incurred in connection with the
     financing of accounts receivable;

          (11) any Encumbrance incurred or deposits made in the ordinary course
     of business, including, but not limited to, (a) any mechanics',
     materialmen's, carriers', workmen's, vendors' or other like Encumbrances,
     (b) any Encumbrances securing amounts in connection with workers'
     compensation, unemployment insurance and other types of social security,
     and (c) any easements, rights-of-way, restrictions and other similar
     charges;

          (12) any Encumbrance upon specific items of inventory or other goods
     and proceeds of the Guarantor or any Restricted Subsidiary securing the
     Guarantor's or any such Restricted Subsidiary's obligations in respect of
     bankers' acceptances issued or created for the account of such person to
     facilitate the purchase, shipment or storage of such inventory or other
     goods;

          (13) any Encumbrance incurred or deposits made securing the
     performance of tenders, bids, leases, statutory obligations, surety and
     appeal bonds, government contracts, performance and return-of-money bonds
     and other obligations of like nature incurred in the ordinary course of
     business;

          (14) any Encumbrance on any Principal Property of the Guarantor or any
     Restricted Subsidiary in favor of the Federal Government of the United
     States or the government of any


                                      -96-

<PAGE>

     State thereof, or the government of the United Kingdom, or the European
     Communities, or any instrumentality of any of them, securing the
     obligations of the Guarantor or any Restricted Subsidiary pursuant to any
     contract or payments owed to such entity pursuant to applicable laws,
     rules, regulations or statutes;

          (15) any Encumbrance securing taxes or assessments or other applicable
     governmental charges or levies;

          (16) any Encumbrance securing industrial revenue, development or
     similar bonds issued by or for the benefit of the Guarantor or any of its
     Restricted Subsidiaries, provided that such industrial revenue, development
     or similar bonds are non-recourse to the Guarantor or such Restricted
     Subsidiary;

          (17) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), as a whole or in part, of any Encumbrance
     referred to in clauses (1) to (16), inclusive, for amounts not exceeding
     the principal amount of the borrowed money secured by the Encumbrance so
     extended, renewed or replaced, provided that such extension, renewal or
     replacement Encumbrance is limited to all or a part of the same Principal
     Property, shares or stock of the Restricted Subsidiary that secured the
     Encumbrance extended, renewed or replaced (plus improvements on such
     Principal Property); and

          (18) Encumbrances in favor of the Guarantor or any subsidiary of the
     Guarantor.

          Notwithstanding the foregoing, the Guarantor or any Restricted
Subsidiary may create or permit to subsist Encumbrances over any Principal
Property, shares or stock of any of the Restricted Subsidiaries so long as the
aggregate amount of indebtedness for borrowed money secured by all such
Encumbrances (excluding therefrom the amount of the indebtedness secured by
Encumbrances set forth in clauses (1) through (18), inclusive, above) does not
exceed 15% of the consolidated shareholders' equity of the Guarantor.

Section 1010.  Limitation on Sales and Leasebacks.

          So long as any of the Securities are Outstanding, the Guarantor shall
not, and the Guarantor shall procure that no Restricted Subsidiary will, enter
into any arrangement with any bank, insurance company or other lender or
investor (not including the Guarantor or any Subsidiary), or to which any such
lender or investor is a party, providing for the leasing by the Guarantor or a
Restricted Subsidiary for a period, including renewals, in excess of three years
of any Principal Property which has been owned by the Guarantor or a Restricted
Subsidiary for more than six months and which has been or is to be sold or
transferred by the Guarantor or any Restricted Subsidiary to such lender or
investor or to any person to whom funds have been or are to be advanced by such
lender or investor on the security of such Principal Property (herein referred
to as a "sale and leaseback transaction") unless either:

          (1) the Guarantor or such Restricted Subsidiary could create
     indebtedness secured by an Encumbrance pursuant to Section 1009 on the
     Principal Property to be leased back in an amount equal to the indebtedness
     attributable to such sale and leaseback transaction without equally and
     ratably securing the Securities and any coupons appertaining thereto; or

          (2) the Guarantor, within one year after the sale or transfer shall
     have been made by the Guarantor or a Restricted Subsidiary, applies an
     amount equal to the greater of (i) the net proceeds of the sale of the
     Principal Property sold and leased back pursuant to such arrangement or
     (ii) the fair market value of the Principal Property so sold and leased
     back at the time of


                                      -97-

<PAGE>

     entering into such arrangement (as determined by any two Directors of the
     Guarantor) to (A) the retirement of indebtedness for money borrowed,
     incurred or assumed by the Guarantor or any Restricted Subsidiary which by
     its terms matures at, or is extendible or renewable at the option of the
     obligor to, a date more than twelve months after the date of incurring,
     assuming or guaranteeing such indebtedness or (B) investment in any
     Principal Property.

Section 1011.  Waiver of Certain Covenants.

          Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Issuer and the Guarantor may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(21), 901(2) or 901(8) for the benefit of the Holders of Securities
of such series or in either of Sections 1009 and 1010 or any term, provision or
condition set forth in an indenture supplemental hereto, if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Issuer and the
Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.


                                      -98-

<PAGE>

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES


Section 1101.  Applicability of Article.

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

Section 1102.  Election to Redeem; Notice to Trustee.

          The election of the Issuer to redeem any Securities of any series or
issuance shall be evidenced by a Board Resolution. In case of any redemption at
the election of the Issuer of all or less than all the Securities of any series
(including any such redemption affecting only a single Security), the Issuer
shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless
a shorter notice shall be reasonably satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture the Issuer shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of Securities of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination which shall not be less than the minimum
authorized denomination for such Security. If less than all of the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence, and
the Trustee shall promptly notify the Issuer in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amounts thereof to be redeemed.

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

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


                                      -99-

<PAGE>

Section 1104.  Notice of Redemption.

          Notice of redemption shall be given in the manner provided in Section
106 to each Holder of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price, plus accrued interest, if any,

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

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

          (5) the place or places where each such Security, together in the case
     of a Bearer Security with all coupons appertaining thereto, if any,
     maturing after the Redemption Date, is to be surrendered for payment of the
     Redemption Price, plus accrued interest, if any,

          (6) that the redemption is for a sinking fund, if such is the case,


          (7) the current conversion price and the date on which the right to
     convert such Securities or portions thereof will expire, and

          (8) the CUSIP number or numbers, if any, with respect to such
     Securities.

          A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

          Notice of redemption of Securities to be redeemed at the election of
the Issuer shall be given by the Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the Issuer and shall be irrevocable.

Section 1105.  Deposit of Redemption Price.

          Prior to any Redemption Date, the Issuer shall deposit with the
Trustee or with a Paying Agent (or, if the Issuer or the Guarantor is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed (other than those theretofore surrendered
for conversion) on that date.

Section 1106.  Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price and


                                     -100-

<PAGE>

accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Issuer at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that instalments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest, and provided, further, that unless
otherwise specified as contemplated by Section 301, instalments of interest on
Registered Securities 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, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Issuer, the Guarantor and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.

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

Section 1107.  Securities Redeemed in Part.

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, only in the case of Registered Securities,
if the Issuer or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Issuer shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

Section 1108.  Optional Redemption Due to Changes in Tax Treatment.

          Each series of Securities contained in one or more particular issues
may be redeemed at the option of the Issuer or the Guarantor, in whole but not
in part, at any time (except in the case of Securities that have a variable rate
of interest, which may be redeemed on any Interest Payment Date) at a Redemption
Price equal to the principal amount thereof plus accrued interest to the date
fixed for redemption (except in the case of Outstanding Original Issue Discount
Securities which may be redeemed at the Redemption Price specified by the terms
of such series of Securities) if, (a) as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of the
jurisdiction (or of any political subdivision or taxing authority thereof or
therein) in which the Issuer or


                                     -101-

<PAGE>

the Guarantor is incorporated (or, in the case of a successor Person to the
Issuer or the Guarantor, of the jurisdiction in which such successor Person is
organized or any political subdivision or taxing authority thereof or therein)
or any change in the official application or interpretation of such laws,
regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such jurisdiction or such political subdivision or
taxing authority (or such other jurisdiction or political subdivision or taxing
authority) is a party, which change, execution or amendment becomes effective on
or after the date specified for such series pursuant to the terms of the
Security or Section 301(8) (or in the case of a successor Person to the Issuer
or the Guarantor, the date on which such successor Person became such pursuant
to Sections 801 and 802 or in the case of an assumption by the Guarantor or its
Subsidiary of obligations of the Issuer under the Securities pursuant to Section
803, the date of such assumption) or (b) as a result of any delivery or of any
requirement to deliver definitive Registered Securities (having used all
reasonable efforts to avoid having to issue such definitive Registered
Securities), (i) the Issuer or Guarantor (or such successor Person) is or would
be required to pay additional amounts with respect to the Securities or the
Guarantees, as the case may be, on the next succeeding Interest Payment Date as
described in Section 208 or Section 1004 or (ii) the Guarantor or any Subsidiary
of the Guarantor is or would be required to deduct or withhold tax on any
payment to the Issuer to enable the Issuer to make any payment of principal,
premium, if any, or interest and, in each case, the payment of such additional
amounts in the case of (i) above or such deductions or withholding in the case
of (ii) above cannot be avoided by the use of any reasonable measures available
to the Issuer, the Guarantor or the Subsidiary. Prior to the giving of notice of
redemption of such Securities pursuant to this Indenture, the Issuer or the
Guarantor will deliver to the Trustee an Officers' Certificate, stating that the
Issuer or the Guarantor is entitled to effect such redemption and setting forth
in reasonable detail a statement of circumstances showing that the conditions
precedent to the right of the Issuer or the Guarantor to redeem such Securities
pursuant to this Section have been satisfied.

          Further, if, pursuant to Section 801(3)(a) of this Indenture, a Person
into which the Issuer or the Guarantor is merged or to whom the Issuer or the
Guarantor has conveyed, transferred or leased its properties or assets has been
or would be required to pay any additional amounts as therein provided, each
series of Securities may be redeemed at the option of such Person in whole, but
not in part, at any time (except in the case of Securities that have a variable
rate of interest, which may be redeemed on any Interest Payment Date), at a
redemption price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption (except in the case of Outstanding Original Issue
Discount Securities which may be redeemed at the Redemption Price specified by
the terms of such series of Securities). Prior to the giving of notice of
redemption of such Securities pursuant to this Indenture, such Person shall
deliver to the Trustee an Officers' Certificate, stating that such Person is
entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right of
such Person to redeem such Securities pursuant to this Section have been
satisfied.


                                     -102-

<PAGE>


                                 ARTICLE TWELVE
                                  SINKING FUNDS


Section 1201.  Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of such Securities.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

          The Issuer (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either
at the election of the Issuer pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such Securities; provided that the Securities to be credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

          Not less than 60 days prior to each sinking fund payment date for any
Securities, the Issuer will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 50 days prior to each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Issuer in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN
                        MEETINGS OF HOLDERS OF SECURITIES


Section 1301.  Purposes for Which Meetings May Be Called.

          If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of


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<PAGE>

Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

Section 1302.  Call, Notice and Place of Meetings.

          (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1301, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in London as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, 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 given, in the manner provided in Section 106, not less than 21
nor more than 180 days prior to the date fixed for the meeting.

          (b) In case at any time the Issuer or the Guarantor, pursuant to a
Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Issuer, the Guarantor or the Holders of Securities of
such series in the amount specified above, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, or in
London, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

Section 1303.  Persons Entitled to Vote at Meetings.

          To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Issuer, the Guarantor and
their respective counsel.

Section 1304.  Quorum; Action.

          The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

          Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such


                                     -104-

<PAGE>

series and the related coupons, whether or not presented or represented at the
meeting.

Section 1305.  Determination of Voting Rights; Conduct and Adjournment of
               Meetings.

          (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 of Securities of a series in regard to proof of the holding
of Securities of such 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 shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

          (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer, the Guarantor or by Holders of Securities as provided in Section
1302(b), in which case the Issuer, the Guarantor or the Holders of Securities of
the series calling the meeting, as the case may be, shall in like manner appoint
a temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

          (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him: provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

          (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

Section 1306.  Counting Votes and Recording Action of Meetings.

          The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent


                                     -105-

<PAGE>

chairman and secretary of the meeting and one such copy shall be delivered to
the Issuer and the Guarantor, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                    * * * * *

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

                              ____________________

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

                                        DIAGEO FINANCE B.V.


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


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


                                        DIAGEO PLC


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


                                        CITIBANK, N.A.


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


Attest:


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


                                     -106-

<PAGE>

STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


          On [o], 2003, before me personally came       , to me known, who,
being by me duly sworn, did depose and say that he is a            of Citibank,
N.A., one of the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by like authority.



                                        By:
                                            ------------------------------------

                                        Name:
                                              ----------------------------------

[NOTARIAL SEAL]




                                     -107-