Exhibit 4.2



 Exhibit 4.2 
  
 CONSOLIDATED NATURAL GAS COMPANY 
 Issuer

  
 THE BANK OF NEW YORK 
 Trustee 
  

  
 Fifth Supplemental Indenture 
  
 Dated as of December 1, 2003 
  

  
 $200,000,000 
  
 2003 Series A 5.0% Senior Notes 
  
 Due March 1, 2014

  







 TABLE OF CONTENTS1 
  

	 ARTICLE I 2003 SERIES A 5.0% SENIOR NOTES
	  	1
			
	 SECTION 101.
	  	Establishment	  	1
	 SECTION 102.
	  	Definitions	  	2
	 SECTION 103.
	  	Payment of Principal and Interest	  	3
	 SECTION 104.
	  	Denominations	  	4
	 SECTION 105.
	  	Global Securities	  	5
	 SECTION 106.
	  	Optional Redemption	  	5
	 SECTION 107.
	  	Sinking Fund	  	6
	 SECTION 108.
	  	Additional Interest	  	6
	 SECTION 109.
	  	Paying Agent	  	6
		
	 ARTICLE II MISCELLANEOUS PROVISIONS
	  	6
			
	 SECTION 201.
	  	Recitals by Company	  	6
	 SECTION 202.
	  	Ratification and Incorporation of Original Indenture	  	6
	 SECTION 203.
	  	Executed in Counterparts	  	6
	 SECTION 204.
	  	Assignment	  	6

  

 1  This
Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions. 







 THIS FIFTH SUPPLEMENTAL INDENTURE is made as of the 1st day of December, 2003, by and between
CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and THE BANK OF NEW YORK, as Trustee (herein called the “Trustee”).

  
 W I T N E S S E T H: 
  
 WHEREAS, the Company has heretofore entered into an Indenture, dated as of
April 1, 2001 (the “Original Indenture”), as heretofore supplemented and amended, with Bank One Trust Company, National Association (“Bank One”); 
  
 WHEREAS, Bank One has heretofore resigned as trustee under the Original Indenture, and the Company has appointed The Bank of
New York as Trustee under the Original Indenture; 
  
 WHEREAS, the
Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and amended and as further supplemented by this Fifth Supplemental Indenture, is herein called the “Indenture”; 

 
 WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee; 
  
 WHEREAS, the Company proposes to create under the Indenture a series of
Securities; 
  
 WHEREAS, additional Securities of other series
hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and 
  
 WHEREAS, all conditions necessary to authorize the execution and delivery of
this Fifth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed. 
  
 NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows: 
  
 ARTICLE I 
 2003 SERIES A 5.0% SENIOR NOTES 
  
 SECTION 101. Establishment. There is hereby established a new series
of Securities to be issued under the Indenture, to be designated as the Company’s 2003 Series A 5.0% Senior Notes Due March 1, 2014 (the “Series A Senior Notes”). 
  
 There are to be initially authenticated and delivered $200,000,000 principal amount of Series A Senior Notes, and such
principal amount of the Series A Senior Notes may be increased from time to time pursuant to Section 301 of the Original Indenture. All Series A Senior Notes 
  

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 need not be issued at the same time, and such series may be reopened at any time, without the consent of any Holder, for
issuances of additional Series A Senior Notes. Any such additional Series A Senior Notes will have the same interest rate, maturity and other terms as those initially issued. Further Series A Senior Notes may be also authenticated and delivered as
provided by Sections 304, 305, 306, 905, 1107 or 1305 of the Original Indenture. 
  
 The Series A Senior Notes shall be issued in definitive fully registered form without coupons, in substantially the form set out in Exhibit A hereto. The entire initially issued principal amount of the Series A
Senior Notes shall initially be evidenced by one or more certificates issued to Cede & Co., as nominee for The Depository Trust Company. 
  
 The form of the Trustee’s Certificate of Authentication for the Series A Senior Notes shall be in substantially the form set forth in Exhibit
B hereto. 
  
 Each Series A Senior Note shall be dated the
date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 
  
 SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture. 
  
 “Adjusted Treasury Rate” means, with respect to any Redemption
Date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
  
 “Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on
which the Corporate Trust Office is closed for business. 
  
 “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Series A Senior Notes to be redeemed that would be
utilized, at the time of selection and in 
  

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 accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of such Series A Senior Notes. 
  
 “Comparable Treasury Price” means (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Independent Investment Banker” means either Banc of America Securities LLC or J.P. Morgan Securities Inc. and their respective successors, as
selected by us, or if both of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. 
  
 “Interest Payment Dates” means March 1 and September 1 of each year, commencing on March 1, 2004. 
  
 “Original Issue Date” means December 1, 2003. 
  
 “Reference Treasury Dealer” means: (i) each of Banc of America
Securities LLC and J.P. Morgan Securities Inc. and their successors; provided that, if either of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall
substitute another Primary Treasury Dealer; and (ii) up to two other Primary Treasury Dealers selected by the Company. 
  
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City
time, on the third Business Day preceding such Redemption Date. 
  
 “Regular Record Date” means, with respect to each Interest Payment Date, the close of business on the Business Day preceding such Interest Payment Date; provided, that with respect to Series A Senior Notes that are not
represented by one or more Global Securities, the Regular Record Date shall be the close of business on the 15th calendar day (whether or not a Business Day) preceding such Interest Payment Date. 
  
 “Remaining Life” means the remaining term of the Series A Senior
Notes. 
  
 “Stated Maturity” means March 1, 2014.

  
 SECTION 103. Payment of Principal and Interest. The
principal of the Series A Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series A Senior Notes shall bear interest at the rate of 5.0% per annum until paid or duly provided for, such
interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose
name the Series A Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided 
  

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 that interest payable at the Stated Maturity of principal as provided herein will be paid to the Person to whom principal
is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Series A Senior Notes
are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the Original Indenture), notice whereof shall be given to Holders of the Series
A Senior Notes not less than ten (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, if any, on which the Series A Senior Notes may be
listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. 
  
 Payments of interest on the Series A Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments
for the Series A Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. If any date on which interest is payable on the Series A Senior Notes is not a Business Day, then payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

  
 Payment of the principal and interest on the Series A Senior
Notes shall be made at the office of the Paying Agent 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, with any such payment that is due at the Stated
Maturity of any Series A Senior Notes being made upon surrender of such Series A Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at
the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United
States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. If any date on which principal and interest is payable on the Series A Senior Notes is not a Business Day,
then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made
on the date the payment was originally payable. 
  
 SECTION 104.
Denominations. The Series A Senior Notes may be issued in denominations of $1,000, or any integral multiple thereof. 
  
 SECTION 105. Global Securities. The Series A Senior Notes will be issued initially in the form of one or more Global Securities registered in the
name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series A Senior Notes in definitive form. The Global Securities described above may not be transferred except by the 
  

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 Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or to a successor Depositary or its nominee. 
  
 Owners
of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of
like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the
Depositary. 
  
 A Global Security shall be exchangeable for Series
A Senior Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor
Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion determines that such
Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct. 
  
 SECTION 106. Optional Redemption. The Series A Senior Notes are
redeemable, in whole or in part, at any time, and at the option of the Company, at a Redemption Price equal to the greater of: 
  
 (i) 100% of the principal amount of Series A Senior Notes then Outstanding to be so redeemed, or 
  
 (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker, plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date. 
  
 Unless the Company defaults in the payment of the Redemption Price, on and
after the Redemption Date, interest will cease to accrue on the Series A Senior Notes or portions thereof called for redemption. 
  
 The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 
  

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 In the event of the redemption of the Series A Senior Notes in part only, a new Series A Senior Note or
Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. 
  
 Notice of redemption shall be given as provided in Section 1104 of the Original Indenture. 
  
 SECTION 107. Sinking Fund. The Series A Senior Notes shall not have a sinking fund. 
  
 SECTION 108. Additional Interest. Any principal of and installment of
interest on the Series A Senior Notes that is overdue shall bear interest at the rate of 5.0% (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. 
  
 SECTION 109. Paying Agent. The Trustee shall initially serve as Paying Agent with respect to the Series A Senior Notes, with the Place of Payment initially being the Corporate Trust Office of the Trustee. 
  
 ARTICLE II 
 MISCELLANEOUS PROVISIONS 
  
 SECTION 201. Recitals by Company. The recitals in this Fifth Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Series A Senior Notes and of this Fifth Supplemental Indenture as fully and with like effect as if set forth herein in full. 
  
 SECTION 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument. 
  
 SECTION 203. Executed in Counterparts. This Fifth Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 
  
 SECTION 204. Assignment. The Company shall have the right at all times to assign any of its rights or obligations
under the Indenture with respect to the Series A Senior Notes to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all
such obligations. The Indenture may also be assigned by the Company in connection with a transaction described in Article Eight of the Original Indenture. 
  

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 IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by
its duly authorized officer, all as of the day and year first above written. 
  
 CONSOLIDATED NATURAL GAS COMPANY 
  
  
 By:                                      
                                        
                                        
                   
  
 Name:                                     
                                        
                                        
              
  
 Title:                                     
                                        
                                        
                
  
  
 THE BANK OF NEW YORK 
 as Trustee 
  
  
 By:                                      
                                        
                                        
                   
  
 Name:                                     
                                        
                                        
              
  
 Title:                                     
                                        
                                        
                
  

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 EXHIBIT A 
  

FORM OF 
 2003 SERIES A 5.0% SENIOR
NOTE 
 DUE MARCH 1, 2014 
  
 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]** 
  
 [THIS SERIES A SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SERIES A SENIOR NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SERIES A SENIOR NOTE 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.]** 
  
  

 CONSOLIDATED NATURAL 
 GAS COMPANY 

 $    ,000,000 
  
 2003 SERIES A 5.0% SENIOR NOTE 
 DUE MARCH 1,
2014 
  
 No. R-
                                        
                                        
                            CUSIP No. 209615 BZ 5 
  
 Consolidated Natural Gas Company, a corporation duly organized and existing
under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Cede 


	**	Insert in Global Securities. 








 & Co.] **, or registered assigns (the “Holder”), the principal sum of                         
Dollars ($                        ) on March 1, 2014 and to pay interest thereon from December 1, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2004, at the rate of 5.0% per annum, until the principal hereof is paid or
made available for payment, provided that any principal, and any such installment of interest, that is overdue shall bear interest at the rate of 5.0% 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 Series A Senior Note (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 close of business on the
Business Day preceding such Interest Payment Date, provided, that with respect to Series A Senior Notes that are not represented by one or more Global Securities, the Regular Record Date shall be the close of business on the 15th calendar day
(whether or not a Business Day) next preceding such Interest Payment Date; and provided further, that interest payable at the Stated Maturity of principal will be paid to the Person to whom principal is payable. 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 Series A Senior Note (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 Series A Senior Notes 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 Series A Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. 
  
 Payment of the principal of and any such
interest on this Series A Senior Note will be made at the office of the Paying Agent, in the Borough of Manhattan, City and State of New York, 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, with any such payment that is due at the Stated Maturity of any Series A Senior Note being made upon surrender of such Series A Senior Note to such office or agency; provided, however, that at the option of the
Company payment of interest, subject to such surrender where applicable, may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and
to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. 
  
  
  

  

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 Reference is hereby made to the further provisions of this Series A Senior Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Series A
Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

	Dated:	 	 	 	 	 	Consolidated Natural Gas Company
					
	 	 	 	 	 By:
	 	 	 	 
	 	 	 	 	 	

					
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	

					
	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	


  

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 [REVERSE OF SERIES A SENIOR NOTE] 
  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of April 1, 2001, as heretofore supplemented and amended and as further supplemented by a Fifth Supplemental Indenture dated as of December 1, 2003 (collectively, as amended
or supplemented from time to time, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, successor trustee to Bank One Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (the
“Series A Senior Notes”) which is unlimited in aggregate principal amount. 
  
 The Series A Senior Notes are redeemable, in whole or in part, at any time, in the manner and with the effect provided in the Indenture. 
  
 If an Event of Default with respect to Series A Senior Notes shall occur and be continuing, the principal of the Series A
Senior Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 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 certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Series A Senior Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Series A Senior Note and of any Series A Senior Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Series A Senior Note.

  
 As provided in and subject to the provisions of the Indenture,
the Holder of this Series A Senior Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Series A Senior Notes, the Holders of not less than a majority in principal amount of the Series A Senior Notes at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the 
  

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 Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount
of Series A Senior Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Series A Senior Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed or provided for herein. 

 
 No reference herein to the Indenture and no provision of this Series A
Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Series A Senior Note at the times, place and rate, and in the
coin or currency, herein prescribed. 
  
 As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Series A Senior Note is registrable in the Security Register, upon surrender of this Series A Senior Note for registration of transfer at the office or agency of
the Company in any place where the principal of, premium, if any, and interest on this Series A Senior Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Series A Senior Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees. 
  
 The Series A
Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series A Senior Notes are exchangeable
for a like aggregate principal amount of Series A Senior Notes having the same Stated Maturity and of like tenor of any authorized denominations as requested by the Holder upon surrender of the Series A Senior Note or Series A Senior Notes to be
exchanged at the office or agency of the Company. 
  
 No service
charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Series A Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Series A Senior Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 All terms used in this Series A Senior Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  

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 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to
applicable laws or regulations: 
  

	 TEN COM—  
	 	as tenants in common	 	 
			
	 TEN ENT—  
	 	as tenants by the entireties	 	 
			
	 JT TEN—  
	 	as joint tenants with rights of survivorship and not as tenants in common	 	 
			
	 UNIF GIFT MIN ACT—  
	 	
	 	Custodian
	 	 	 For
 (Cust)
  
  
	 	 
			
	 	 	
	 	 
	 	 	(Minor)	 	 
			
	 	 	 Under Uniform Gifts to Minors Act of
  
  
	 	 
			
	 	 	
	 	 
	 	 	(State)	 	 

  
 Additional abbreviations may also be
used though not on the above list.              
  

  

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 FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
                             (please insert Social Security or other identifying number of assignee).

  

  

  

  
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  
 the within Series A Senior Note and all rights thereunder, hereby irrevocably constituting
and appointing 
  

  

  

  
  

  

  

  
 agent to transfer said Series A Senior Note on the books of the Company, with full power of substitution in the premises. 
  
 Dated: ______________________ __, ____ 
  
  
 ------------------------------------------------------------------------ 
  
  

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or
enlargement, or any change whatever. 
  

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 EXHIBIT B 
 CERTIFICATE OF AUTHENTICATION 
  
  
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  
  
  

	 Dated: December 1, 2003
	 	 	 	 THE BANK OF NEW YORK,
 as
Trustee
  

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Authorized Signatory

  

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