<PAGE>

                                                                     EXHIBIT 4.1


                          COMPUTER SCIENCES CORPORATION

                                 $500,000,000

                                    __% Notes

                                due _______ __, 200_



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

                                FORM OF INDENTURE

                            Dated as of _______ __, 2000

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



                                 CITIBANK, N.A.
                                     Trustee



<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

Trust Indenture
  Act Section                                                                            Indenture Section
---------------                                                                          -----------------

<S>                                                                                            <C>
310(a)(1).................................................................................     7.10
     (a)(2)...............................................................................     7.10
     (a)(3)...............................................................................     N.A.
     (a)(4)...............................................................................     N.A.
     (b)..................................................................................     7.08;7.10;10.02
     (c)..................................................................................     N.A.
311(a)....................................................................................     7.11
     (b)..................................................................................     7.11
     (c)..................................................................................     N.A.
312(a)....................................................................................     2.05
     (b)..................................................................................     10.03
     (c)..................................................................................     10.03
313(a)....................................................................................     7.06
     (b)(1)...............................................................................     N.A.
     (b)(2)...............................................................................     7.06
     (c)..................................................................................     7.06;10.02
     (d)..................................................................................     7.06
314(a)....................................................................................     4.03;10.02
     (b)..................................................................................     N.A.
     (c)(1)...............................................................................     10.04
     (c)(2)...............................................................................     10.04
     (c)(3)...............................................................................     N.A.
     (d)..................................................................................     N.A.
     (e)..................................................................................     10.05
     (f)..................................................................................     N.A.
315(a)....................................................................................     7.01(b)
     (b)..................................................................................     7.05;10.02
     (c)..................................................................................     7.01(a)
     (d)..................................................................................     7.01(c)
     (e)..................................................................................     6.11
316(a)(last sentence).....................................................................     2.09
     (a)(1)(A)............................................................................     6.05
     (a)(1)(B)............................................................................     6.04
     (a)(2)...............................................................................     N.A.
     (b)..................................................................................     6.07
317(a)(1).................................................................................     6.08
     (a)(2)...............................................................................     6.09
     (b)..................................................................................     2.04
318(a)....................................................................................     10.01
</TABLE>

N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                         PAGE
                                                                                                         ----

<S>                                                                                                      <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.......................................................1

           Section 1.01      Definitions...................................................................1
           Section 1.02      Incorporation by Reference of Trust Indenture Act.............................5
           Section 1.03      Rules of Construction.........................................................6

ARTICLE 2 THE SECURITIES...................................................................................6

           Section 2.01      Form and Dating...............................................................6
           Section 2.02      Execution and Authentication..................................................6
           Section 2.03      Registrar and Paying Agent....................................................7
           Section 2.04      Paying Agent to Hold Money in Trust...........................................7
           Section 2.05      Securityholder Lists..........................................................7
           Section 2.06      Transfer and Exchange.........................................................8
           Section 2.07      Replacement Securities........................................................8
           Section 2.08      Outstanding Securities........................................................9
           Section 2.09      Treasury Securities...........................................................9
           Section 2.10      Temporary Securities..........................................................9
           Section 2.11      Cancellation..................................................................9
           Section 2.12      Defaulted Interest...........................................................10
           Section 2.13      CUSIP Numbers................................................................10

ARTICLE 3 REDEMPTION......................................................................................10

           Section 3.01      Optional Redemption..........................................................10
           Section 3.02      Notices to Trustee...........................................................11
           Section 3.03      Selection of Securities to Be Redeemed.......................................11
           Section 3.04      Notice of Redemption.........................................................11
           Section 3.05      Effect of Notice of Redemption...............................................12
           Section 3.06      Deposit of Redemption Price..................................................12
           Section 3.07      Securities Redeemed in Part..................................................12

ARTICLE 4 COVENANTS.......................................................................................13

           Section 4.01      Payment of Securities........................................................13
           Section 4.02      Maintenance of Office or Agency..............................................13
           Section 4.03      SEC Reports; Financial Statements............................................13
           Section 4.04      Compliance Certificate.......................................................14
           Section 4.05      Compliance With Laws, Taxes..................................................15
           Section 4.06      Stay, Extension and Usury Laws...............................................15
           Section 4.07      Limitation on Liens..........................................................16
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         PAGE
                                                                                                         ----

<S>                                                                                                      <C>

           Section 4.08      Corporate Existence..........................................................16
           Section 4.09      Limitation on Sale/Leaseback Transactions....................................16
           Section 4.10      Permitted Liens and Permitted Sale/Leaseback Transactions....................17

ARTICLE 5 SUCCESSORS......................................................................................17

           Section 5.01      Consolidation, Merger and Sale of Assets.....................................17
           Section 5.02      Successor Corporation Substituted............................................18

ARTICLE 6 DEFAULTS AND REMEDIES...........................................................................18

           Section 6.01      Events of Default............................................................18
           Section 6.02      Acceleration.................................................................19
           Section 6.03      Other Remedies...............................................................20
           Section 6.04      Waiver of Past Defaults......................................................20
           Section 6.05      Control by Majority..........................................................20
           Section 6.06      Limitation on Suits..........................................................20
           Section 6.07      Rights of Holders to Receive Payment.........................................21
           Section 6.08      Collection Suit by Trustee...................................................21
           Section 6.09      Trustee May File Proofs of Claim.............................................21
           Section 6.10      Priorities...................................................................22
           Section 6.11      Undertaking for Costs........................................................22

ARTICLE 7 TRUSTEE.........................................................................................22

           Section 7.01      Duties of Trustee............................................................22
           Section 7.02      Rights of Trustee............................................................23
           Section 7.03      Individual Rights of Trustee.................................................24
           Section 7.04      Trustee's Disclaimer.........................................................24
           Section 7.05      Notice of Defaults...........................................................25
           Section 7.06      Reports by Trustee to Holders................................................25
           Section 7.07      Compensation and Indemnity...................................................25
           Section 7.08      Replacement of Trustee.......................................................26
           Section 7.09      Successor Trustee by Merger, etc.............................................27
           Section 7.10      Eligibility; Disqualification................................................27
           Section 7.11      Preferential Collection of Claims Against Company............................27
           Section 7.12      Trustee as Paying Agent or Registrar.........................................27
           Section 7.13      Knowledge of Event of Default................................................27

ARTICLE 8 DISCHARGE OF INDENTURE..........................................................................28

           Section 8.01      Termination of Certain of Company's Obligations..............................28
           Section 8.02      Application of Trust Money...................................................29
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>

                                                                                                         PAGE
                                                                                                         ----

<S>                                                                                                      <C>
           Section 8.03      Repayment to Company.........................................................29
           Section 8.04      Reinstatement................................................................30

ARTICLE 9 AMENDMENTS......................................................................................30

           Section 9.01      Without Consent of Holders...................................................30
           Section 9.02      With Consent of Holders......................................................31
           Section 9.03      Compliance with Trust Indenture Act..........................................32
           Section 9.04      Revocation and Effect of Consents............................................32
           Section 9.05      Notation on or Exchange of Securities........................................32
           Section 9.06      Trustee to Sign Amendments, etc..............................................32

ARTICLE 10 MISCELLANEOUS..................................................................................32

           Section 10.01     Trust Indenture Act Controls.................................................32
           Section 10.02     Notices......................................................................33
           Section 10.03     Communication by Holders with Other Holders..................................34
           Section 10.04     Certificate and Opinion as to Conditions Precedent...........................34
           Section 10.05     Statements Required in Certificate or Opinion................................34
           Section 10.06     Rules by Trustee and Agents..................................................35
           Section 10.07     Legal Holidays...............................................................35
           Section 10.08     No Recourse Against Others...................................................35
           Section 10.09     Governing Law................................................................35
           Section 10.10     No Adverse Interpretation of Other Agreements................................35
           Section 10.11     Successors...................................................................35
           Section 10.12     Severability.................................................................35
           Section 10.13     Counterpart Originals........................................................36
           Section 10.14     Variable Provisions..........................................................36
           Section 10.15     Table of Contents, Headings, etc.............................................36

EXHIBIT A  FORM OF SECURITY
</TABLE>

                                      iii
<PAGE>


                  THIS INDENTURE dated as of _______ __, 2000 is by and between
Computer Sciences Corporation, a Nevada corporation, and Citibank, N.A., a
national banking association ("Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's __%
Notes due _______ ___, 20__ ("Securities"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01      DEFINITIONS.

                  "AFFILIATE" means (a) any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor upon the Securities, (b) any spouse, immediate
family member or other relative who has the same principal residence of any
Person described in (a) above, (c) any trust in which any such Persons described
in clause (a) or (b) above has a beneficial interest and (d) any corporation or
other organization of which any such Persons described in clause (a), (b) or (c)
above collectively own more than 50% of the equity of such entity. For purposes
of this definition, beneficial ownership of 10% or more of the voting common
equity (on a fully diluted basis) or warrants to purchase such equity (whether
or not currently exercisable) of a Person shall be deemed to be control of such
Person.

                  "AGENT" means any Registrar, Paying Agent or co-registrar.

                  "ATTRIBUTABLE DEBT" with respect to any Sale/Leaseback
Transaction means the present value of the minimum rental payments called for
during the term of the lease (including any period for which such lease has been
extended), determined in accordance with generally accepted accounting
principles, discounted at a rate that, at the inception of the lease, the lessee
would have incurred to borrow over a similar term the funds necessary to
purchase the leased assets.

                  "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors.

                  "BOARD OF DIRECTORS" means the Board of Directors of the
Company or any authorized committee of the Board.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL LEASE" means, at the time any determination thereof
is to be made, any lease of property, real or personal, in respect of which the
present value of the minimum rental commitment would be capitalized on a balance
sheet of the lessee in accordance with generally accepted accounting principles.


                                       1
<PAGE>

                  "CAPITAL LEASE OBLIGATION" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
Capital Lease which would at such time be so required to be capitalized on such
balance sheet in accordance with generally accepted accounting principles.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
partnership interests.

                  "COMPANY" means Computer Sciences Corporation until a
successor replaces it in accordance with Article 5 and thereafter means the
successor.

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

                  "COMPARABLE TREASURY PRICE" means, with respect to any
Redemption Date:

                  (a) the average of the Reference Treasury Dealer Quotations
         for such Redemption Date, after excluding the highest and lowest such
         Reference Treasury Dealer Quotations, or

                  (b) if the Trustee obtains fewer than four such Reference
         Treasury Dealer Quotations, the average of all such Reference Treasury
         Dealer Quotations.

                  "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any particular
time, the aggregate amount of assets of the Company and the Subsidiaries (in
each case, less applicable reserves and other properly deductible items) after
deducting therefrom: (a) all current liabilities other than (i) notes and loans
payable, (ii) current maturities of long-term debt and (iii) current maturities
of Capital Lease Obligations and (b) intangible assets, to the extent included
in such aggregate assets, all as set forth on the then most recent consolidated
balance sheet of the Company and its consolidated subsidiaries and computed in
accordance with generally accepted accounting principles.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 10.02 or such other address as the
Trustee may give notice in writing to the Company.

                  "CO-TRUSTEE" means any Person appointed by the Trustee
pursuant to Section 7.12 hereof.

                  "COVENANT DEFEASANCE" has the meaning set forth in Section
8.01 hereof.

                  "DEFAULT" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                                       2
<PAGE>

                  "EVENT OF DEFAULT" has the meaning set forth in Section 6.01
hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "HOLDER" means a Person in whose name a Security is
registered.

                  "INDEBTEDNESS" means, with respect to any Person, and without
duplication:

                  (a) any liability of such Person (i) for borrowed money, or
         (ii) for any letter of credit for the account of such Person supporting
         obligations of such Person or other Persons, or (iii) evidenced by a
         bond, note, debenture or similar instrument (including a purchase money
         obligation) given in connection with the acquisition of any businesses,
         properties or assets of any kind (other than a trade payable or a
         current liability arising in the ordinary course of business), or (iv)
         for the payment of money relating to a capitalized lease;

                  (b) any liability of others described in the preceding clause
         (a) that the Person has guaranteed or that is otherwise its legal
         liability; and

                  (c) any amendment, supplement, modification, deferral,
         renewal, extension or refunding of any liability of the types referred
         to in clauses (a) and (b) above.

                  "INDENTURE" means this Indenture as amended from time to time.

                  "INDEPENDENT INVESTMENT BANKER" means Merrill Lynch Government
Securities, Inc., or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment institution of national
standing selected by the Company and appointed by the Trustee.

                  "LEGAL HOLIDAY" has the meaning set forth in Section 10.07
hereof.

                  "LIEN" means any lien, security interest, charge, mortgage,
pledge or other encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, and any agreement to
give any security interest other than an agreement to secure Indebtedness
equally and ratably upon the incurrence of other secured Indebtedness).

                  "OBLIGATIONS" means any Principal, interest, penalties, fees
and other liabilities payable under the documentation governing any
Indebtedness.

                  "OFFICERS" means the President, the Treasurer, any Assistant
Treasurer, Controller, Secretary or any Vice-President of the Company or any
other obligor upon the Securities.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers. See Sections 10.04 and 10.05 hereof.

                                       3
<PAGE>

                  "OPINION OF COUNSEL" means an opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or any other obligor
upon the Securities. See Sections 10.04 and 10.05 hereof.

                  "PAYING AGENT" has the meaning set forth in Section 2.03
hereof.

                  "PERSON" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "PRINCIPAL" of a debt security means the principal of the
security plus the premium, if any, on the security.

                  "REDEMPTION DATE" has the meaning set forth in Section 3.01
hereof.

                  "REDEMPTION PRICE" has the meaning set forth in Section 3.01
hereof.

                  "REFERENCE TREASURY DEALER" means each of (a) Merrill Lynch
Government Securities Inc., Goldman, Sachs & Co., Inc., J.P. Morgan
Securities, Inc. and Morgan Stanley & Co. Incorporated and their successors;
PROVIDED, HOWEVER, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer; and (b) any other Primary Treasury Dealer 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 Trustee, 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 Trustee by such Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

                  "REGISTRAR" has the meaning set forth in Section 2.03 hereof.

                  "REMAINING SCHEDULED PAYMENTS" means, with respect to any
Security, the remaining scheduled payments of the Principal thereof to be
redeemed and interest thereon that would be due after the related Redemption
Date but for such redemption; PROVIDED, HOWEVER, that, if such Redemption Date
is not an Interest Payment Date (as set forth on the face of the Security) with
respect to such Security, the amount of the next succeeding scheduled interest
payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.

                  "SALE/LEASEBACK TRANSACTION" means any arrangement with any
Person (other than the Company or any Subsidiary) providing for a Capital Lease
by the Company or any Subsidiary of any property which has been or is to be sold
or transferred by the Company or any Subsidiary to such Person or to any Person
(other than the Company or any Subsidiary) by whom funds have been or are to be
advanced on the security of the leased property.

                  "SEC" means the Securities and Exchange Commission.

                                       4
<PAGE>

                  "SECURITIES" means the Securities described above issued under
this Indenture.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SECURITYHOLDER" means a Holder of one or more Securities.

                  "SUBSIDIARY" means (a) a corporation a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is at the time directly or indirectly owned by the Company or by the
Company and a Subsidiary or Subsidiaries of the Company or by a Subsidiary or
Subsidiaries of the Company or (b) any other Person (other than a corporation)
in which the Company or the Company and a Subsidiary or Subsidiaries of the
Company or a Subsidiary or Subsidiaries of the Company directly or indirectly at
the date of determination thereof has at least a majority ownership interest.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.01 hereof.

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

                  "TRUSTEE" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "TRUST OFFICER" means any officer within the Corporate Trust
Office including any Vice President, Assistant Vice President, Senior Trust
Officer, Assistant Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge and familiarity
with the particular subject.

                  "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged.

SECTION 1.02      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA term used in this Indenture has the
following meaning:

                  "OBLIGOR" on the Securities means the Company, any other
obligor upon the Securities or any successor obligor upon the Securities.

                                       5
<PAGE>

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

SECTION 1.03      RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

                  (a) a term has the meaning assigned to it;

                  (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles in
the United States;

                  (c) references to "generally accepted accounting principles"
shall mean generally accepted accounting principles in effect in the United
States as of the time when and for the period as to which such accounting
principles are to be applied;

                  (d) "or" is not exclusive;

                  (e) words in the singular include the plural, and in the
plural include the singular; and

                  (f) provisions apply to successive events and transactions.

                                   ARTICLE 2
                                 THE SECURITIES

SECTION 2.01      FORM AND DATING.

                  The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A, which is part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Security shall be dated the date of
its authentication. The Securities shall be in denominations of $1,000 and
integral multiples thereof.

SECTION 2.02      EXECUTION AND AUTHENTICATION.

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Securities shall be
substantially as set forth in Exhibit A hereto.

                                       6
<PAGE>

                  The Trustee shall authenticate Securities for original issue
up to the aggregate Principal amount stated in paragraph 4 of the Securities,
upon a written order of the Company signed by two Officers. The aggregate
Principal amount of Securities outstanding at any time may not exceed the amount
set forth therein except as provided in Section 2.07.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

SECTION 2.03      REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Securities may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder. The Company
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.

SECTION 2.04      PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company (or any other obligor upon the Securities) shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of Principal or
interest on the Securities, and will promptly notify the Trustee in writing of
any default by the Company (or any other obligor upon the Securities) in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company (or any
other obligor upon the Securities) at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company, a Subsidiary or any other obligor upon
the Securities) shall have no further liability for the money. If the Company, a
Subsidiary or any other obligor upon the Securities acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the
Securityholders all money held by it as Paying Agent.

SECTION 2.05      SECURITYHOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company (or any other obligor upon the
Securities) shall furnish to the Trustee at least seven Business Days before
each interest payment date (and in all events at intervals of not more than six
months) and at such other times

                                       7
<PAGE>

as the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders, and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06      TRANSFER AND EXCHANGE.

                  Where Securities are presented to the Registrar or a
co-registrar with a request to register, transfer or exchange them for an equal
Principal amount of Securities of other denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met; PROVIDED, HOWEVER, that any Security presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar and the Trustee duly executed by the Holder thereof or his attorney
duly authorized in writing. To permit registrations of transfer and exchanges,
the Company shall issue and the Trustee shall authenticate Securities at the
Registrar's request.

                  The Company shall not be required (a) to issue, to register
the transfer of or to exchange Securities during a period beginning at the
opening of business on a Business Day 15 days before the day of any selection of
Securities for redemption under Section 3.03 hereof and ending at the close of
business on the day of selection, (b) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part or (c) to register the
transfer or exchange of a Security between the record date and the next
succeeding interest payment date.

                  No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10, 3.07 or 9.05 hereof).

SECTION 2.07      REPLACEMENT SECURITIES.

                  If any mutilated Security is surrendered to the Trustee, or
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee, upon the written order of the Company signed by two Officers, shall
authenticate a replacement Security. If required by the Trustee or the Company,
an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss which any of them may suffer if
a Security is replaced. The Company may charge for its expenses in replacing a
Security.

                  Every replacement Security is an additional obligation of the
Company.

                                       8
<PAGE>


SECTION 2.08      OUTSTANDING SECURITIES.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Principal amount of any Security is considered paid
under Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.

                  A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security.

SECTION 2.09      TREASURY SECURITIES.

                  In determining whether the Holders of the required Principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, any other obligor upon the Securities or an
Affiliate shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which a Trust Officer of the
Trustee knows are so owned shall be so disregarded.

SECTION 2.10      TEMPORARY SECURITIES.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee, upon receipt of the written order of the Company signed by the two
Officers, shall authenticate definitive Securities in exchange for temporary
Securities. Until such exchange, temporary Securities shall be entitled to the
same rights, benefits and privileges as definitive Securities.

SECTION 2.11      CANCELLATION.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Securities unless the Company directs them to be returned to it. The
Company may not issue new Securities to replace Securities that it has paid or
that have been delivered to the Trustee for cancellation. All canceled
Securities held by the Trustee shall be disposed of by the Trustee in its
customary manner.

                                       9
<PAGE>

SECTION 2.12      DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest in any lawful manner plus, to
the extent lawful, interest payable on the defaulted interest, to the Persons
who are Securityholders on a subsequent special record date, in each case at the
rate provided in the Securities and in Section 4.01 hereof. The Company shall,
with the consent of the Trustee, fix each such special record date and payment
date. At least 15 days before the record date, the Company (or the Trustee, in
the name of and at the expense of the Company) shall mail to Securityholders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

SECTION 2.13      CUSIP NUMBERS.

                  The Company 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. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01      OPTIONAL REDEMPTION.

                  The Securities will be subject to redemption at the option of
the Company on any date prior to the maturity date, in whole or from time to
time in part, in $1,000 increments (PROVIDED that any remaining Principal amount
thereof shall be at least the minimum authorized denomination thereof), on
written notice given to the Holders thereof not less than 30 days nor more than
60 days prior to the date fixed for redemption in such notice (the "Redemption
Date"), at a redemption price equal to the greater of (a) 100% of the Principal
amount of such Securities to be redeemed and (b) as determined by the
Independent Investment Banker, 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 semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months), at the Treasury Rate plus ____ basis points (such
greater amount is referred to herein as the "Redemption Price"), plus, in either
the case of clause (a) or clause (b), accrued and unpaid interest thereon to the
Redemption Date. The Company shall calculate the Redemption Price not less than
30 days prior to the Redemption Date. The Company shall notify the Trustee in
writing of the Redemption Price promptly on calculation thereof, and the Trustee
shall have no duty or liability to calculate or verify the Redemption Price.

                  Any redemption pursuant to this Section 3.01 shall be made
pursuant to the provisions of Sections 3.02 through 3.07 hereof.

                                       10
<PAGE>

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Securities.

SECTION 3.02      NOTICES TO TRUSTEE.

                  If the Company elects to redeem Securities pursuant to the
optional redemption provisions of Section 3.01 hereof, it shall furnish to the
Trustee, at least 45 days but not more than 60 days before a Redemption Date, an
Officers' Certificate providing notice of such redemption and stating that the
redemption shall occur pursuant to Section 3.01 of the Indenture, the Redemption
Date, the Principal amount of Securities to be redeemed and the Redemption
Price.

SECTION 3.03 SELECTION OF SECURITIES TO BE REDEEMED.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities to be redeemed in accordance with a method
the Trustee considers appropriate (and in such manner as complies with
applicable legal and stock exchange requirements, if any). In the event of
partial redemption by lot, the particular Securities to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the Redemption Date by the Trustee from the outstanding Securities
not previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Security selected
for partial redemption, the Principal amount thereof to be redeemed. Securities
and portions of them selected shall be in amounts of $1,000 or whole multiples
of $1,000; except that if all of the Securities of a Holder are to be redeemed,
the entire outstanding amount of Securities held by such Holder, even if not a
multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.04      NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption to each Holder (with a copy
to the Trustee) whose Securities are to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if any Security is being redeemed in part, the portion of
          the Principal amount of such Security to be redeemed and that, after
          the Redemption Date, upon surrender of such Security, a new Security
          or Securities in Principal amount equal to the unredeemed portion will
          be issued;

                                       11
<PAGE>

                  (d) the name and address of the Paying Agent;

                  (e) that Securities called for redemption must be surrendered
          to the Paying Agent to collect the Redemption Price;

                  (f) that interest on Securities called for redemption ceases
          to accrue on and after the Redemption Date;

                  (g) that the Securities called for redemption are being
          redeemed pursuant to Section 3.01 of the Indenture; and

                  (h) applicable CUSIP numbers.

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

SECTION 3.05      EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date at the Redemption
Price.

SECTION 3.06      DEPOSIT OF REDEMPTION PRICE.

                  One Business Day prior to the Redemption Date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the Redemption Price of and accrued interest on all Securities to be redeemed on
that date. The Trustee or the Paying Agent shall return to the Company any money
not required for that purpose.

                  If the Company complies with the preceding paragraph, interest
on the Securities to be redeemed will cease to accrue on the applicable
Redemption Date, whether or not such Securities are presented for payment. If
any Security called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest will be paid on the unpaid Principal, from the Redemption
Date until such Principal is paid, and on any interest not paid on such unpaid
Principal, in each case at the rate provided in the Securities and in Section
4.01 hereof.

SECTION 3.07      SECURITIES REDEEMED IN PART.

                  Upon surrender of a Security that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Security equal in Principal amount to the
unredeemed portion of the Security surrendered.

                                       12
<PAGE>

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01      PAYMENT OF SECURITIES.

                  The Company shall pay the Principal of and interest on the
Securities on the dates and in the manner provided in the Securities. Principal
and interest shall be considered paid on the date due if the Paying Agent, other
than the Company or a Subsidiary of the Company, holds on that date money
deposited by the Company in available funds and designated for and sufficient to
pay all Principal and interest then due.

                  The Company shall pay interest (including postpetition
interest in any proceeding under any Bankruptcy Law) on overdue Principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Securities to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee,
Registrar or co-registrar) where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities 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 Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York for such purposes. The Company
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.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03      SEC REPORTS; FINANCIAL STATEMENTS.

                  (a) The Company and any other obligor upon the Securities
shall file with the Trustee, within 15 days after filing with the SEC, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as

                                       13
<PAGE>

the SEC may by rules and regulations prescribe) which the Company or any other
obligor upon the Securities is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. If either the Company or any other obligor upon
the Securities is not subject to the requirements of such Section 13 or 15(d) of
the Exchange Act, the Company or such other obligor, as the case may be, shall
file with the Trustee, within 15 days after it would have been required to file
with the SEC, financial statements, including any notes thereto (and with
respect to annual reports, an auditors' report by a firm of established national
reputation reasonably satisfactory to the Trustee), and a "Management's
Discussion and Analysis of Financial Condition and Results of Operations," both
comparable to that which the Company or such other obligor, as the case may be,
would have been required to include in such annual reports, information,
documents or other reports if the Company or such other obligor, as the case may
be, were subject to the requirements of such Section 13 or 15(d) of the Exchange
Act. The Company and any other obligor upon the Securities shall also comply
with the provisions of TIA Section 314(a).

                  (b) If the Company or any other obligor upon the Securities is
required to furnish annual or quarterly reports to its stockholders pursuant to
the Exchange Act, the Company or such other obligor, as the case may be, shall
cause any annual report furnished to its stockholders generally and any
quarterly or other financial reports furnished by it to its stockholders
generally to be filed with the Trustee and mailed to the Holders at their
addresses appearing in the register of Securities maintained by the Registrar.
If either the Company or any other obligor upon the Securities is not required
to furnish annual or quarterly reports to its stockholders pursuant to the
Exchange Act, the Company or such other obligor, as the case may be, shall cause
its financial statements referred to in Section 4.03(a) above, including any
notes thereto (and with respect to annual reports, an auditors' report by a firm
of established national reputation reasonably satisfactory to the Trustee), and
a "Management's Discussion and Analysis of Financial Condition and Results of
Operations," to be so mailed to the Holders within 120 days after the end of
each of its fiscal years and within 60 days after the end of each of its first
three fiscal quarters. As of the date hereof, the Company's fiscal year ends on
the Friday closest to March 31.

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

SECTION 4.04      COMPLIANCE CERTIFICATE.

                  (a) The Company (and any other obligor upon the Securities)
shall deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company, a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating that a review of the activities of the Company and its Subsidiaries
(or of such obligor) during the preceding fiscal year has been made under the
supervision of the signing officer with a view to determining whether each
has kept, observed, performed and fulfilled its

                                       14
<PAGE>

obligations under this Indenture, and further stating, as to such officer
signing such certificate, that to the best of his knowledge each has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions hereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
he may have knowledge and what action the Company or such other obligor, as the
case may be, is taking or proposes to take with respect thereto) and that to the
best of his knowledge no event has occurred and remains in existence by reason
of which payments on account of the Principal of or interest, if any, on the
Securities are prohibited or if such event has occurred, a description of the
event and what action the Company or such other obligor, as the case may be, is
taking or proposes to take with respect thereto. For the purposes of this clause
(a) such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

                  (b) The Company (and any other obligor upon the Securities)
will, so long as any of the Securities are outstanding, promptly deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default, Event of
Default or default in the performance of any covenant, agreement or condition
contained in this Indenture, an Officers' Certificate specifying such Default,
Event of Default or default and what action each is taking or proposes to take
with respect thereto.

SECTION 4.05      COMPLIANCE WITH LAWS, TAXES.

                  The Company shall, and shall cause each of its Subsidiaries
to, comply with all statutes, laws, ordinances, or government rules and
regulations to which it is subject, noncompliance with which would materially
adversely affect the business, earnings, properties, assets or financial
condition of the Company and its Subsidiaries taken as a whole.

                  The Company shall, and shall cause each of its Subsidiaries
to, pay prior to delinquency all taxes, assessments, and governmental levies
except as contested in good faith and by appropriate proceedings.

SECTION 4.06      STAY, EXTENSION AND USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (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, by resort to any such law, 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
has been enacted.

                                       15
<PAGE>

SECTION 4.07      LIMITATION ON LIENS.

                  (a) Other than as provided in Section 4.10, so long as any of
the Securities are outstanding, neither the Company nor any Subsidiary shall
create, incur, assume or suffer to exist any Lien upon any of their respective
assets to secure any Indebtedness, except for:

                         (i) Liens existing on the date hereof;

                         (ii) any extension, renewal or replacement (or
                  successive extensions, renewals or replacements) of any Lien
                  existing on the date hereof;

                         (iii) Liens on property that are in existence at the
                  time the Company or any Subsidiary acquires such property,
                  PROVIDED that such Liens (A) are not incurred in connection
                  with, or in contemplation of the acquisition of the property
                  acquired and (B) do not extend to or cover any property or
                  assets of the Company or any Subsidiary other than the
                  property so acquired;

                         (iv) Liens on any property of a Person existing at the
                  time such Person becomes a Subsidiary or is merged into or
                  consolidated with the Company or a Subsidiary or at the time
                  of a sale, lease or other disposition of the properties of
                  such Person as an entirety or substantially as an entirety to
                  the Company or a Subsidiary; provided that such Liens (A) are
                  not incurred in connection with or in contemplation of such
                  Person becoming a Subsidiary or merging or consolidating with
                  the Company or a Subsidiary or are not incurred in connection
                  with or in contemplation of the sale, lease or other
                  disposition of the properties of such Person and (B) do not
                  extend to or cover any property or assets of the Company or
                  any of its Subsidiaries, other than the property of such
                  Person; and

                         (v) purchase money Liens upon or in any real or
                  personal property (including fixtures and other equipment)
                  acquired or held by the Company or any Subsidiary to secure
                  the purchase price of such property or to secure Indebtedness
                  incurred solely for the purpose of financing or refinancing
                  the acquisition or improvement of such property and incurred
                  within 180 days after completion of such acquisition or
                  improvement, PROVIDED that no such Lien shall extend to or
                  cover any property other than the property being acquired or
                  improved.

SECTION 4.08      CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence in accordance with its organizational documents.

SECTION 4.09      LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

                  Other than as provided in Section 4.10, neither the Company
nor any of its Subsidiaries may enter into any Sale/Leaseback Transaction unless
the Company or such

                                       16
<PAGE>

Subsidiary would be entitled, pursuant to Section 4.07, to create, incur, assume
or suffer to exist a Lien on the property subject to such Sale/Leaseback
Transaction.

SECTION 4.10      PERMITTED LIENS AND PERMITTED SALE/LEASEBACK TRANSACTIONS.

                  Notwithstanding the restrictions set forth in Sections 4.07
and 4.09, the Company or any of its Subsidiaries may create, incur, assume or
suffer to exist any Lien or enter into any Sale/Leaseback Transactions not
otherwise permitted in Section 4.07 or Section 4.09, PROVIDED that at the time
of such event, and after giving effect thereto, the aggregate amount of all
Indebtedness secured by Liens permitted by this Section 4.10 (excluding the
Liens permitted pursuant to Section 4.07) and the aggregate amount of all
Attributable Debt in respect of Sale/Leaseback Transactions permitted by this
Section 4.10 (excluding the Sale/Leaseback Transactions permitted pursuant to
Section 4.09), measured, in each case, at the time any such Lien is incurred or
any such Sale/Leaseback Transaction is entered into, by the Company or any
Subsidiary does not exceed 20% of Consolidated Net Tangible Assets.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01      CONSOLIDATION, MERGER AND SALE OF ASSETS.

                  The Company, without the consent of any Holder, may
consolidate with, or merge into, or sell, transfer, lease or convey its assets
substantially as an entirety to any domestic corporation, PROVIDED that:

                  (a) the Person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such sale, transfer, lease or
conveyance shall have been made, is a corporation organized and existing under
the laws of the United States, any state thereof or the District of Columbia;

                  (b) the corporation formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
lease, transfer or conveyance shall have been made, assumes by supplemental
indenture in a form satisfactory to the Trustee all the obligations of the
Company under the Securities and this Indenture; and

                  (c) immediately before and after giving effect to the
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.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such Supplemental Indenture comply with this Indenture.

                                       17

<PAGE>

SECTION 5.02      SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company or any assignment of its obligations under this Indenture or the
Securities in accordance with Section 5.01, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition or assignment is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation has been named as the Company herein; PROVIDED, HOWEVER, that the
predecessor Company in the case of a sale, lease, conveyance or other
disposition or assignment shall not be released from the obligation to pay the
Principal of and interest on the Securities.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

                  An "Event of Default" occurs if:

                  (a) the Company fails to pay any installment of interest on
          any Security as and when the same shall become due and payable, and
          such default continues for a period of 30 days;

                  (b) the Company fails to pay all or any part of the Principal
          of any Security as and when the same shall become due and payable,
          whether at maturity, upon redemption, or otherwise;

                  (c) the Company fails to observe or perform any other of its
          other covenants or agreements contained in the Securities or in this
          Indenture and the Default continues for the period and after the
          notice specified below;

                  (d) any of the Company's Indebtedness in the aggregate
          outstanding Principal amount of $75 million or more either (i) becomes
          due and payable prior to the due date for payment thereof by reason of
          acceleration thereof following default by the Company or (ii) is not
          repaid at, and remains unpaid after, maturity as extended by the
          period of grace, if any, applicable thereto, or any guarantee given by
          the Company in respect of Indebtedness of any other Person in the
          aggregate outstanding Principal amount of $75 million or more is not
          honored when, and remains dishonored after, becoming due;

                  (e) (i) a court or administrative or other governmental agency
          or body having jurisdiction in the premises enters a decree or order
          for relief relating to the Company in an involuntary case under any
          Bankruptcy Law in effect on the date of the Securities or thereafter,
          or appoints a receiver, liquidator, assignee, custodian, trustee,
          sequestrator or similar officer of the Company or ordering the winding
          up, dissolution or liquidation of the Company's affairs, or otherwise
          adjudicates or finds the Company to be bankrupt or

                                       18
<PAGE>


          insolvent, and such decree or order shall remain unstayed and in
          effect for a period of 60 consecutive days; or (ii) a court or
          administrative or other governmental agency or body having
          jurisdiction in the premises enters a decree or order appointing a
          receiver, liquidator, assignee, custodian, trustee, sequestrator or
          similar officer for any substantial part of the Company's properties,
          and such decree or order shall remain unstayed and in effect for a
          period of 60 consecutive days; or

                  (f) (i) the Company commences a voluntary case under any
          Bankruptcy Law in effect on the date of the Securities or thereafter,
          or consents to the entry of an order for relief in an involuntary case
          under any such law, or consents to the appointment or taking
          possession by a receiver, liquidator, assignee, custodian, trustee,
          sequestrator or similar officer of the Company or ceases to carry on
          the whole or substantially the whole of its business, or makes any
          general assignment for the benefit of creditors, or takes corporate
          action in furtherance of any such action; or (ii) the Company consents
          to the appointment or taking possession by a receiver, liquidator,
          assignee, custodian, trustee, sequestrator or similar officer for any
          substantial part of its property or takes corporate action in
          furtherance of any such action.

                  A Default under clause (c) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in Principal
amount of the then outstanding Securities notify the Company and the Trustee, of
the Default and the Company does not cure the Default within 30 days after
receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a "Notice of Default."

SECTION 6.02      ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in clauses (e)(i) and (f)(i) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in Principal amount of the then outstanding Securities, by notice to the Company
and the Trustee, may declare the unpaid Principal of and any accrued interest on
all the Securities to be due and payable immediately. Upon such declaration the
Principal and interest shall be due and payable immediately. If an Event of
Default specified in clause (e)(i) or (f)(i) of Section 6.01 occurs, such an
amount shall IPSO FACTO become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of more than 50% in aggregate Principal amount of the then outstanding
Securities by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of Principal or
interest that has become due solely because of the acceleration) have been cured
or waived. If, at any time after the Principal of the Securities shall have been
so declared due and payable, and before any judgment or decree for the payment
of the monies due shall have been obtained or entered, the Company shall pay or
deposit with the Trustee a sum sufficient to pay all monies then due with
respect to the Securities (other than amounts due solely because of such
declaration) and cure all other Events of Default under the Securities, then the
holders of more than 50% in aggregate outstanding Principal amount of the
Securities may waive all defaults and rescind and annul such declaration and its
consequences.

                                       19
<PAGE>

SECTION 6.03      OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of Principal or interest
on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.04      WAIVER OF PAST DEFAULTS.

                  The Holders of more than 50% in Principal amount of the then
outstanding Securities by notice to the Trustee may, on behalf of all the
Holders, waive an existing Default or Event of Default and its consequences
except a continuing Default or Event of Default in the payment of the Principal
of or interest on any Security. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05      CONTROL BY MAJORITY.

                  The Holders of more than 50% in Principal amount of the then
outstanding Securities may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Securityholders, or
that may involve the Trustee in personal liability.

SECTION 6.06      LIMITATION ON SUITS.

                  A Securityholder may pursue a remedy with respect to this
Indenture or the Securities only if:

                  (a) the Holder gives to the Trustee written notice of a
          continuing Event of Default;

                  (b) the Holders of at least 25% in Principal amount of the
          then outstanding Securities make a written request to the Trustee to
          pursue the remedy;

                  (c) such Holder or Holders offer to the Trustee indemnity
          satisfactory to the Trustee against any loss, liability, claim, damage
          or expense;

                  (d) the Trustee does not comply with the request within 60
          days after receipt of the request and the offer of indemnity; and

                                       20
<PAGE>

                  (e) during such 60-day period the Holders of more than 50% in
          Principal amount of the then outstanding Securities do not give the
          Trustee a direction inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 6.07      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of Principal and interest
on the Security, on or after the respective due dates expressed in the Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company (or any other
obligor upon the Securities) for the whole amount of Principal and interest
remaining unpaid on the Securities and interest on overdue Principal and, to the
extent lawful, interest and 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.

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Securityholders allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Securities), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Securityholder to make
such payments to the Trustee, and in the event that the Trustee shall consent to
the making of such payments directly to the Securityholders, to pay to the
Trustee any amount due to 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 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties which the Holders of the Securities may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or

                                       21
<PAGE>

composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

SECTION 6.10      PRIORITIES.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second: to Securityholders for amounts due and unpaid on the
          Securities for Principal and interest, ratably, without preference or
          priority of any kind, according to the amounts due and payable on the
          Securities for Principal and interest, respectively; and

                  Third:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders.

SECTION 6.11      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 or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in
Principal amount of the then outstanding Securities.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b) Except during the continuance of an Event of Default:

                         (i) the Trustee need perform only those duties that are
                  specifically set forth in this Indenture and no others, and no
                  implied covenants or obligations shall be read into this
                  Indenture against the Trustee; and

                                       22
<PAGE>

                         (ii) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions specifically required
                  to be delivered by this Indenture, furnished to the Trustee
                  and conforming to the requirements of this Indenture. However,
                  the Trustee shall examine the certificates and opinions to
                  determine whether or not they conform to the requirements of
                  this Indenture and to confirm the correctness of all
                  mathematical computations.

                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                         (i) this paragraph does not limit the effect of
                  paragraph (b) of this Section;

                         (ii) this Trustee shall not be liable for any error of
                  judgment made in good faith by a Trust Officer, unless it is
                  conclusively proved by a court of competent jurisdiction that
                  the Trustee was negligent in ascertaining the pertinent facts;
                  and

                         (iii) the Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith in
                  accordance with a direction received by it pursuant to Section
                  6.05.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability, claim, damage or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION 7.02      RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely on any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its own selection and the advice of such


                                       23
<PAGE>

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.

                  (c) The Trustee may act through agents, attorneys, custodians
or nominees and shall not be responsible for the misconduct or negligence of any
agent, attorney, custodian or nominee appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by the Indenture.

                  (e) Unless otherwise specifically provided in the Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (f) 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 pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

                  (g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

SECTION 7.04      TRUSTEE'S DISCLAIMER.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities or any money paid to the
Company or upon the Company's direction under any provision hereof, it shall not
be responsible for the use or application of any money received by any Paying
Agent other than the Trustee and it shall not be responsible for any statement
or recital herein or any statement in the Securities other than its certificate
of authentication.

                                       24
<PAGE>

SECTION 7.05      NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing of
which the Trustee has knowledge, the Trustee shall mail to Securityholders a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after each August 15 beginning with the August
15 following the date of this Indenture, the Trustee shall mail to
Securityholders a brief report dated as of such reporting date that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).
The Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

                  Commencing at the time this Indenture is qualified under the
TIA, a copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange on which the Securities are
listed. The Company or any other obligor upon the Securities shall notify the
Trustee in writing when the Securities are listed on any stock exchange.

SECTION 7.07      COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time such
compensation as shall be agreed to from time to time in writing for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it. Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee's agents
and counsel.

                  The Company shall indemnify the Trustee and its officers,
directors, employees and agents against any loss, liability, claim, damage or
expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next paragraph. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee's own negligence or bad
faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Securities on all money or property
held or collected by the Trustee,

                                       25
<PAGE>

except that held in trust to pay Principal and interest on particular
Securities. Such Lien shall survive the satisfaction and discharge of the
Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The provisions of this Section 7.07 shall survive the
termination of this Indenture or the earlier resignation or removal of the
Trustee.

SECTION 7.08      REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in Principal
amount of the then outstanding Securities may remove the Trustee by so notifying
the Trustee and the Company. The Company may remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (c) a receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law takes charge of the Trustee or its property;
or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company and any other obligor upon the
Securities shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in Principal amount of
the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in Principal amount of the then
outstanding Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee after written request by any Securityholder who
has been a Securityholder for at least six months fails to comply with Section
7.10, such Securityholder may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                                       26
<PAGE>

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America or of any state thereof authorized under such laws to exercise
corporate trustee power, shall be subject to supervision or examination by
Federal or state authority and shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee is subject to TIA Section
310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9).

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 7.12      TRUSTEE AS PAYING AGENT OR REGISTRAR.

                  In the event that the Trustee is also acting as Paying Agent
or Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Article 7 shall also be afforded to such Paying Agent or
Registrar.

SECTION 7.13      KNOWLEDGE OF EVENT OF DEFAULT

                  The Trustee shall not be charged with knowledge of any Event
of Default unless either (a) a Trust Officer of the Trustee shall have actual
knowledge or (b) the Trustee shall have received notice thereof from the Company
or a Securityholder.

                                       27
<PAGE>

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

SECTION 8.01      TERMINATION OF CERTAIN OF COMPANY'S OBLIGATIONS.

                  (a) This Indenture shall cease to be of further effect (except
that the Company's obligations under Section 7.07 and the Trustee's and Paying
Agent's obligations under Section 8.03 shall survive) when all outstanding
Securities theretofore authenticated and issued have been delivered (other than
destroyed, lost or stolen Securities which have been replaced or paid) to the
Trustee for cancellation and the Company has paid all sums payable hereunder.

                  (b) In addition, the Company may, at its option and at any
time, by written notice executed by an Officer delivered to the Trustee, elect
to have its obligations under Sections 4.07, 4.09, 4.10 and 5.01 discharged with
respect to all outstanding Securities and this Indenture (hereinafter, "covenant
defeasance"), such discharge to be effective on the date the conditions set
forth in clauses (i) through (iv) of this Section 8.01(b) are satisfied, and
such Securities shall thereafter be deemed to be not "outstanding" for the
purposes of any direction, waiver, consent or declaration of Holders (and the
consequences of any thereof) in connection with Sections 4.07, 4.09, 4.10 and
5.01, but shall continue to be "outstanding" for all other purposes under this
Indenture. For this purpose, such covenant defeasance means that, with respect
to such Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or by reason of reference in any such Section to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01(c) or
otherwise, but except as specified in this Section 8.01(b), the remainder of the
Company's obligations under the Securities and this Indenture shall be
unaffected thereby.

                  The following shall be the conditions to the application of
Section 8.01(b) to the outstanding Securities:

                         (i) the Company irrevocably deposits in trust with the
                  Trustee or, at the option of the Trustee, with a trustee
                  satisfactory to the Trustee and the Company under the terms of
                  an irrevocable trust agreement in form and substance
                  satisfactory to the Trustee, money or U.S. Government
                  Obligations sufficient to pay Principal and interest on the
                  Securities to maturity or redemption, as the case may be, and
                  to pay all other sums payable by it hereunder, PROVIDED that
                  (A) the trustee of the irrevocable trust shall have been
                  irrevocably instructed to pay such money or the proceeds of
                  such U.S. Government Obligations to the Trustee and (B) the
                  Trustee shall have been irrevocably instructed to apply such
                  money or the proceeds of such U.S. Government Obligations to
                  the payment of said Principal and interest with respect to the
                  Securities;

                         (ii) the Company delivers to the Trustee an Officers'
                  Certificate stating that all conditions precedent to
                  satisfaction and discharge of this Indenture have been
                  complied with, and an Opinion of Counsel to the same effect;

                                       28
<PAGE>

                         (iii) no Default or Event of Default under clauses (a),
                  (b), (d), (e) or (f) of Section 6.01 shall have occurred and
                  be continuing, and no event which with notice or lapse of time
                  or both would become such an Event of Default shall have
                  occurred and be continuing, on the date of such deposit; and

                         (iv) the Company shall have delivered to the Trustee an
                  Opinion of Counsel or a ruling received from the Internal
                  Revenue Service to the effect that the Holders of the
                  Securities will not recognize income, gain or loss for Federal
                  income tax purposes as a result of the Company's exercise of
                  its option under this Section 8.01 and will be subject to
                  Federal income tax in the same amount and in the same manner
                  and at the same times as would have been the case if such
                  option had not been exercised.

                  After such irrevocable deposit made pursuant to this Section
8.01 and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under Sections 4.07, 4.09, 4.10 and 5.01.

                  In order to have money available on a payment date to pay
Principal or interest on the Securities, the U.S. Government Obligations shall
be payable as to Principal or interest on or before such payment date in such
amounts as will provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's option.

SECTION 8.02      APPLICATION OF TRUST MONEY.

                  The Trustee or a trustee satisfactory to the Trustee and the
Company shall hold in trust money or U.S. Government Obligations deposited with
it pursuant to Section 8.01. It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of Principal and interest on the Securities.

SECTION 8.03      REPAYMENT TO COMPANY.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon written request therefor any excess money or securities held by
them at any time.

                  The Trustee and the Paying Agent shall pay to the Company upon
written request therefor any money held by them for the payment of Principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due; PROVIDED, HOWEVER, that the Company shall have
either caused notice of such payment to be mailed to each Securityholder
entitled thereto no less than 30 days prior to such repayment or within such
period shall have published such notice in a financial newspaper of widespread
circulation published in The City of New York. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

                                       29
<PAGE>

SECTION 8.04      REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 8.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
8.01; PROVIDED, HOWEVER, that if the Company has made any payment of interest on
or Principal of any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

                                    ARTICLE 9
                                   AMENDMENTS

SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

                  The Company and the Trustee may amend this Indenture or the
Securities without the consent of any Securityholder:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to comply with Section 5.02;

                  (c) to comply with any requirements of the SEC in connection
          with the qualification of this Indenture under the TIA as then in
          effect;

                  (d) to provide for uncertificated Securities in addition to or
          in place of certificated Securities; or

                  (e) to make any change that would provide any additional
          rights or benefits to the Securityholders or that does not adversely
          affect, the legal rights hereunder or under the Securities of any
          Securityholder.

                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors authorizing the execution of any such Supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee shall join with the Company in the execution of any
Supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
Supplemental Indenture which affects its own rights, duties or immunities under
this Indenture or otherwise.

                                       30
<PAGE>

SECTION 9.02      WITH CONSENT OF HOLDERS.

                  The Company and the Trustee may amend this Indenture or the
Securities with the written consent of the Holders of at least a majority in
Principal amount of the then outstanding Securities. The Holders of a majority
in Principal amount of the Securities then outstanding may, or the Trustee with
the written consent of the Holders of at least a majority in Principal amount of
the then outstanding Securities may, waive compliance in a particular instance
by the Company with any provision of this Indenture or the Securities.

                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors authorizing the execution of any such Supplemental
Indenture, and upon the filing with the Trustee of evidence of the consent of
the Securityholders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.06 hereof, the Trustee shall join with the
Company in the execution of such Supplemental Indenture unless such Supplemental
Indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such Supplemental Indenture.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

                  After an amendment or waiver under this Section becomes
effective, the Company shall mail to the Holders of each Security affected
thereby a notice briefly describing the amendment or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such Supplemental Indenture.

                  Notwithstanding the first paragraph of this Section 9.02,
without the consent of each Securityholder affected, an amendment under this
Section may not:

                  (a) reduce the amount of Securities whose Holders must consent
          to an amendment or waiver;

                  (b) change the stated maturity of the Principal of or interest
          on such Security;

                  (c) reduce the rate of or change the time for payment of
          interest, including default interest, on any Security;

                  (d) reduce the Principal of or change the fixed maturity of
          any Security or alter the provisions with respect to redemption
          pursuant to Section 3.01 hereof;

                  (e) change the currency of payment of the Principal of or
          interest on such Security; or

                  (f) waive a Default in the payment of Principal of or interest
          on, or redemption payment with respect to, any Security.

                                       31
<PAGE>

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

                  If at the time this Indenture shall be qualified under the
TIA, every amendment to this Indenture or the Securities shall be set forth in a
Supplemental Indenture that complies with the TIA as then in effect.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
written notice of revocation before the date the amendment or waiver becomes
effective. An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Securityholder.

SECTION 9.05      NOTATION ON OR EXCHANGE OF SECURITIES.

                  The Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company in
exchange for all Securities may issue and the Trustee shall authenticate new
Securities that reflect the amendment or waiver.

SECTION 9.06      TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment, waiver or Supplemental
Indenture authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, waiver or Supplemental Indenture, the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that such amendment, waiver or Supplemental Indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it
will be valid and binding upon the Company in accordance with its terms. The
Company may not sign an amendment, waiver or Supplemental Indenture until the
Board of Directors approves it.

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01     TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                                       32
<PAGE>

SECTION 10.02     NOTICES.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in Person or mailed by
first-class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
other's address:

                  If to the Company:

         Computer Sciences Corporation
         2100 East Grand Avenue
         El Segundo, California  90245
         Attention:   Hayward D. Fisk
         Telephone No:  (310) 615-1770
         Fax No.  (310) 322-9767

                  With a copy to:

         Gibson, Dunn & Crutcher
         333 South Grand Avenue
         Los Angeles, CA  90071-3197
         Attention:  Bradford P. Weirick
         Telephone No:  (213) 229-7765
         Fax No:  (213) 229-7520

                  If to the Trustee:

         Citibank, N.A.
         111 Wall Street, 5th Floor
         New York, New York  10005
         Attention: Global Agency & Trust Services, Vice President
                    or any other designated Trust Officer.
         Telephone No:   (212) 657-7805
         Fax No:   (212) 657-3862

                  The Company, any other obligor upon the Securities, or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

                  All notices and communications (other than those sent to
Securityholders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.

                                       33
<PAGE>

                  Any notice or communication to a Securityholder shall be
mailed by first-class mail, certified or registered, return receipt requested,
to his address shown on the register kept by the Registrar. Failure to mail a
notice or communication to a Securityholder or any defect in it shall not affect
its sufficiency with respect to other Securityholders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company (or any other obligor upon the Securities)
mails a notice or communication to Securityholders, it shall mail a copy to the
Trustee and each Agent at the same time.

SECTION 10.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

SECTION 10.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company (or any other
obligor upon the Securities) to the Trustee to take any action under this
Indenture, the Company (or such other obligor) shall furnish to the Trustee:

                  (a) an Officers' Certificate (which shall include the
          statements set forth in Section 10.05) stating that, in the opinion of
          the signers, all conditions precedent and covenants, if any, provided
          for in this Indenture relating to the proposed action have been
          complied with; and

                  (b) an Opinion of Counsel (which shall include the statements
          set forth in Section 10.05) stating that, in the opinion of such
          counsel, all such conditions precedent and covenants have been
          complied with.

SECTION 10.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

                  (a) a statement that the Person making such certificate or
          opinion has read such covenant or condition;

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

                  (c) a statement that, in the opinion of such Person, 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

                                       34
<PAGE>

                  (d) a statement as to whether or not, in the opinion of such
          Person, such condition or covenant has been complied with.

SECTION 10.06     RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or at a
meeting of Securityholders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.

SECTION 10.07     LEGAL HOLIDAYS.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are
authorized or obligated by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 10.08     NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder of the Company,
as such, shall not have any liability for any Obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such Obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability.

SECTION 10.09     GOVERNING LAW.

                  The laws of the State of New York shall govern and be used to
construe this Indenture and the Securities.

SECTION 10.10     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

SECTION 10.11     SUCCESSORS.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 10.12     SEVERABILITY.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                       35
<PAGE>

SECTION 10.13     COUNTERPART ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement. One signed copy is enough to prove this Indenture.

SECTION 10.14     VARIABLE PROVISIONS.

                  The Company initially appoints the Trustee as Paying Agent and
Registrar.

SECTION 10.15     TABLE OF CONTENTS, HEADINGS, ETC.

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

                           (SIGNATURE PAGE TO FOLLOW)

                                       36
<PAGE>


                                   SIGNATURES


Dated as of _________ __, 2000              COMPUTER SCIENCES CORPORATION


                                            By: ________________________________
                                                Name:
                                                Title:


Dated as of __________ __, 2000             CITIBANK, N.A., as Trustee


                                            By: ________________________________
                                                Name:
                                                Title:



                                       S-1
<PAGE>


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY
OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IN WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                    __% NOTE
                               DUE _______ __, 20__
No. 1                                                           $____________
CUSIP No. _____________

                          COMPUTER SCIENCES CORPORATION

promises to pay to Cede & Co. or registered assigns,
the principal sum of  _____________ Dollars on ____ __, 20__.
Interest Payment Dates:  _______ ___ and ________ __
Record Dates:  _______ __ and __________ __


                                Dated: _______ __, 2000

                                COMPUTER SCIENCES CORPORATION

                                By:_________________________________
                                Van B. Honeycutt
                                Chairman, President and
                                Chief Executive Officer

(SEAL)

                                By:_________________________________
                                Hayward D. Fisk
                                Vice President, General Counsel and
                                Secretary

This is one of the Securities
referred to in the within-
mentioned Indenture:

CITIBANK, N.A., as Trustee

By: ___________________________
         Authorized Signature


<PAGE>


                                    __% NOTE
                             DUE _________ __, 20__

          1. INTEREST. Computer Sciences Corporation, a Nevada corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above from the date this Security is issued until
maturity. The Company will pay interest semi-annually on __________ __ and
___________ __ of each year. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, that if there is no existing
Default in the payment of interest, and if this Security is authenticated
between a record date referred to on the face hereof and the next succeeding
interest payment date, interest shall accrue from such next succeeding
interest payment date; PROVIDED FURTHER, that the first interest payment date
shall be __________ __, 2000. The Company shall pay interest on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Securities to the extent lawful; it shall pay interest
on overdue installments of interest (without regard to any applicable grace
periods) at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

          2. METHOD OF PAYMENT. The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
interest payment date, even if such Securities are canceled after such record
date and on or before such interest payment date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. The Company, however,
may pay principal and interest by check payable in such money. It may mail an
interest check to a Holder's registered address.

          3. PAYING AGENT AND REGISTRAR. Initially, Citibank, N.A., as Trustee
("Trustee"), will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
The Company may act in any such capacity.

          4. INDENTURE. The Company issued the Securities under an Indenture
dated as of _______ __, 2000 ("Indenture") between the Company and the Trustee.
The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date the Indenture is
qualified. The SecuritieS are subject to all such terms, and Securityholders
are referred to the Indenture and such Act for a statement of such terms. The
Securities are unsecured general obligations of the Company limited to
$500,000,000 in aggregate principal amount.

          5. OPTIONAL REDEMPTION. The Securities will be subject to redemption
at the option of the Company on any date prior to the maturity date, in whole or
from time to time in part, in $1,000 increments (PROVIDED that any remaining
principal amount thereof shall be at least the minimum authorized denomination
thereof), on written notice given to the Holders thereof

                                       2
<PAGE>


not less than 30 days nor more than 60 days prior to the date fixed for
redemption in such notice (the "Redemption Date"), at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities to be
redeemed and (ii) as determined by the Independent Investment Banker (as defined
in the Indenture), the sum of the present values of the Remaining Scheduled
Payments (as defined in the Indenture) 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 semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate (as
defined in the Indenture) plus __ basis points (such greater amount is referred
to herein as the "Redemption Price"), plus, in either the case of clause (i) or
clause (ii), accrued and unpaid interest thereon to the Redemption Date. The
Company shall calculate the Redemption Price not less than 30 days prior to the
Redemption Date. The Company shall notify the Trustee in writing of the
Redemption Price promptly on calculation thereof, and the Trustee shall have no
duty or liability to calculate or verify the Redemption Price.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Securities.

          6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Securities held by a Holder are to be redeemed. On and
after the Redemption Date interest ceases to accrue on Securities or portions of
them called for redemption.

          7. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Security or portion of a Security selected for redemption. Also, it need not
exchange or register the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed or during the period between a
record date and the next succeeding interest payment date.

          8. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as its owner for all purposes.

          9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Securities may be amended with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities, and any
existing default (except a payment default) may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding
Securities. Without the consent of any Securityholder, the Indenture or the
Securities may be amended to cure any ambiguity, defect or inconsistency, to
provide for assumption of Company obligations to Securityholders, to provide for
uncertificated Securities in

                                       3
<PAGE>

addition to certificated Securities, or to make any change that would provide
any additional rights or benefits to the Securityholders or that does not
adversely affect, the legal rights of any Securityholder.

          10. DEFAULTS AND REMEDIES. Events of Default include: default in
payment of interest on the Securities for 30 days; default in payment of
principal on the Securities; failure by the Company to comply with any of its
other agreements in the Indenture or the Securities (for 30 days after notice);
certain defaults under and accelerations of other indebtedness; and certain
events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Securities may declare all the Securities to be due and
payable immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Securities become
due and payable immediately without further action or notice. Securityholders
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.

          11. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates, as if it were not Trustee.

          12. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
Obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such Obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

          13. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

          14. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                                       4

<PAGE>



                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture. Request may be made to:

                           Computer Sciences Corporation
                           2100 East Grand Avenue
                           El Segundo, California  90245
                           Attention:  Corporate Secretary




                                       5
<PAGE>


                                 ASSIGNMENT FORM

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

______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

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

and irrevocably appoint_______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

______________________________________________________________________________

Date: ______________

                                   Your Signature:__________________________

                                   (Sign exactly as your name appears on the
                                   face of this Security)


Signature Guarantee.